Boxhill Technologies PLC Acquisition (1083C)
10 Avril 2017 - 5:12PM
UK Regulatory
TIDMBOX
RNS Number : 1083C
Boxhill Technologies PLC
10 April 2017
10 April 2017
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
Boxhill Technologies plc
("Boxhill" or the "Company")
Acquisition of Timegrand
Further to the announcement of 10 February 2017, the Company has
today completed the acquisition of Timegrand Limited, a recently
incorporated special purpose vehicle ("Timegrand"). Timegrand holds
intellectual property, software and knowhow including a new 10-year
licence, granted on 10 April 2017, to use an advanced payment
gateway software system called the WPJ Services Control Center,
with advanced analytics and security/fraud management as well as
finance and administration services (the "Acquisition"). The
software and knowhow this acquisition brings will help improve
processes and turnaround times for our administration and
reconciliation activities and internal reporting capabilities.
Boxhill is already using certain elements of the software suite, as
are several of its customers, and the benefits have proved to be
significant. The Acquisition is being made to further enhance the
offering of the Payments Division and will include gateway
processing software with enhanced reporting capabilities, fraud
management software and finance and administration Services
bringing about improved efficiencies between our delivery and
internal finance functions. Timegrand has no trading record and the
licence to use the WPJ Services Control Center software is newly
issued, thus no profits or losses are attributable to the assets
being acquired. The directors of Boxhill estimate that, in addition
to the significant time that would be required to develop the
software, the cost to replicate the software provided as part of
the acquisition of Timegrand Limited approximates to the
consideration payable.
The consideration for the Acquisition is GBP1,000,000, through
the issue of 500,000,000 new ordinary shares of 0.1 pence in the
capital of the Company ("Ordinary Shares"), at a price of 0.2 pence
per share (the "Consideration Shares"). The Consideration Shares
will amount to 21.22 per cent of the enlarged Ordinary Share
capital of the Company. The vendor of Timegrand is Empire Global
Management Limited ("Empire"), a company incorporated in Dubai,
which has been granted licensing rights by WPJ Services ApS, a
company incorporated in Denmark that created the WPJ Services
Control Center software. Empire has entered into an agreement with
the Company to not sell or encumber any of the Consideration Shares
for a period of 12 months without the agreement of the Company
(subject to exceptions equivalent to those set out in Rule 7 of the
AIM Rules for Companies). Empire is owned by a number of
shareholders, none of whom would constitute a Person with
Significant Control (as defined in the Small Business Enterprise
and Employment Act 2015) if it were a UK registered company.
An application will be made to admit the Consideration Shares
for trading on the AIM Market with effect from 14 April 2017.
Following the issue of the Consideration Shares, the Company will
have a total of 2,355,829,770 Ordinary Shares in issue. The above
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or change to their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules. Following the issue of the
Consideration Shares, the following notifiable positions of
Ordinary Shares are held.
Percentage
Number of Ordinary of Ordinary
Shares Held Shares Held
Empire Global Management
Limited 500,000,000 21.22%
Management Express
Ltd * 236,656,580 10.05%
Lord Tim Razzall** 62,965,986 2.67%
Andrew Flitcroft** 25,674,408 1.09%
* A company owned by James Rose, a director of a subsidiary of
the Company
** Directors of the Company
Lord Razzall, Executive Chairman, commented:
"The acquisition of Timegrand saves both time and money by
delivering increased efficiencies and resource-saving functionality
which, with one eye on the future, will assist as we continue to
make planned progress within our payments division. We continue our
search for a new CEO for our enlarged Company."
For further information contact:
Boxhill Technologies
PLC 020 7493 9644
-------------------------------------- ------------------
Lord Razzall, Executive
Chairman
-------------------------------------- ------------------
Website www.boxhillplc.com pr@boxhillplc.com
-------------------------------------- ------------------
Allenby Capital Limited
(Nomad & Broker) 020 3328 5656
-------------------------------------- ------------------
Nick Harriss/John Depasquale/Richard
Short
-------------------------------------- ------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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