Purchase of Own Shares and Rule 9 Waiver

 
TIDMINNO 
 
1 April 2011 
 
                                 Innovise plc 
 
                         ("Innovise" or the "Company") 
 
                   Purchase of own shares and Rule 9 Waiver 
 
Innovise plc, the AIM-quoted software solutions and IT services provider, has 
purchased 194,105 ordinary shares of 1p each ("Ordinary Shares") at 17p per 
share under the authority granted to the Company at the Annual General Meeting 
held on 2 March 2011 ("the Buyback Authority"). The shares purchased, which 
represent approximately 0.48 per cent. of the Company's current issued ordinary 
share capital, will be held as treasury shares. 
 
Innovise's issued share capital consists of 40,400,702 Ordinary Shares. 
Following the above purchase by the Company, Innovise now holds 444,105 
Ordinary Shares as treasury shares. Therefore, the total number of voting 
rights in Innovise is 39,959,597. The above figure of 39,959,597 may be used by 
shareholders as the denominator for the calculations by which they will 
determine if they are required to notify their interest in, or a change of 
their interest in, the Company. 
 
Rule 9 Waiver 
 
As mentioned in the announcement dated 11 March 2011, the aggregate interest of 
Messrs McKenna, Middleton and Hart (who are deemed to comprise a concert party 
for the purposes of the Takeover Code) ("the Vendors Concert Party") in the 
voting rights of the Company was 31.1%. 
 
Full exercise of the Buyback Authority, which authorized the Company to make 
market purchases of up to 3,915,070 Ordinary Shares, such authority to expire 
at the conclusion of the Company's next Annual General Meeting, would result in 
an increase in the aggregate interest of the Vendors Concert Party from 31.1% 
of the Ordinary Shares carrying voting rights to 34.5% of the Ordinary Shares 
carrying voting rights. 
 
Under Rule 9 of the Takeover Code ("the Code"), if any person acquires an 
interest in shares which, when taken together with shares in which he and 
persons acting in concert with him are already interested, carry 30% or more of 
the voting rights of a company which is subject to the Code, that person is 
normally required to make a general offer in cash to all shareholders in the 
company at the highest price paid by him, or any person acting in concert with 
him, for an interest in such shares within the preceding 12 months. Such an 
obligation may also arise under Rule 37 where a company purchases its own 
shares and, as a result, the interest of a person, taken together with the 
interests of any persons acting in concert with him, comes to exceed the limits 
in Rule 9 and such person is, or his concert party includes a person who is, a 
director of the company. Mr McKenna, a member of the Vendors Concert Party, is 
a director of the Company. 
 
Under Note 1 of the Notes on the Dispensations from Rule 9, the Takeover Panel 
("the Panel") will normally waive the requirement for a general offer to be 
made in accordance with Rule 9 (a "Rule 9 offer") if, inter alia, the 
shareholders of the company who are independent of the person who would 
otherwise be required to make an offer and any person acting in concert with 
him ("the Independent Shareholders") pass an ordinary resolution on a poll at a 
general meeting ("a Whitewash Resolution") approving such a waiver. The Panel 
may waive the requirement for a Whitewash Resolution to be considered at a 
general meeting (and for a circular to be prepared in accordance with Section 4 
of Appendix 1 to the Code) if Independent Shareholders holding more than 50% of 
the company's shares capable of being voted on such a resolution confirm in 
writing to the Takeover Panel that they would vote in favour of the Whitewash 
Resolution were one to be put to the shareholders of the company at a general 
meeting. 
 
As holders of Ordinary Shares carrying more than 50% of the voting rights in 
the Company (before the purchase of any shares by the Company under the Buyback 
Authority) who are independent of the Vendors Concert Party have confirmed in 
writing to the Takeover Panel that they would vote in favour of a Whitewash 
Resolution were one to be put to the shareholders of the Company at a general 
meeting, the Takeover Panel has waived the requirement for a Whitewash 
Resolution to be considered at a general meeting of the Company (and for a 
circular to be prepared in accordance with Section 4 of Appendix 1 to the 
Code). 
 
The above share purchase by the Company increases the aggregate percentage 
interest of the Vendors Concert Party in the voting rights of the Company to 
31.3%. 
 
For further information contact: 
 
Mike Taylor            Innovise plc                             087 0626 0400 
Chief Executive 
 
Tony Edwards           Innovise plc                             087 0626 0400 
Finance Director 
 
Edward Hutton,         Northland Capital Partners Limited       020 7492 4750 
Nominated Advisor 
 
Ian Foster             Wordsworth Communication Limited         077 3918 5050 
Shareholder Relations 
 
Note to editors: 
 
Innovise plc is a fast growing IT solutions company with two divisions, each of 
which has its own management team and focused growth strategy. 
 
Innovise ESM enables major organisations to transform complex IT environments, 
resulting in improved performance and service. The division partners with the 
leading global vendors to deliver best-in-class solutions to Fortune 500 
businesses across a range of industries. 
 
The Innovise Software & Solutions division consists of two complementary units: 
Innovise Software's products are extensively used to improve efficiency within 
the facilities management, support services and public sectors, while Innovise 
Solutions provides customised and highly cost-effective managed services 
including remote database administration, infrastructure management and 
Microsoft solutions. 
 
Innovise has offices in Brierley Hill, Slough, Southampton, London and Mumbai. 
 
For more information, please visit www.innovise.com. 
 
 
 
END