Proposed Disposal of IPPlus (UK) Limited and CallScripter Limited and Notice of General Meeting

IPPLUS PLC (AIM: IPP), the customer engagement specialist focussed on telephony and secure payment solutions, is pleased to announce the proposed disposal of IPPlus (UK) Limited and CallScripter Limited for an aggregate consideration of £6.7 million (the "Disposal").  

Summary Highlights:

• Conditional agreement to sell the Ansaback call centre and CallScripter businesses of the Group to Direct Response Contact Centres Group Limited
• £3.75 million of the consideration will be paid on completion and the balance received in the form of Loan Notes, to be repaid over 42 months post completion
• Sale and leaseback of the Group's property generating further net cash to the Group of c. £0.8 million
• Expected £4.8 million net cash position (including existing Group resources) at completion
• Proposed special dividend of £1 million to shareholders on completion of the Disposal;  further announcements will be made following completion
• Proposed change of Group name to PCI-PAL Plc on completion of the Disposal, to reflect the renewed focus of the Group focussing on its secure payments solutions business, PCI PAL
• Focus on pursuing the significant potential in secure payment solutions and the data security market, as evidenced by recent contract wins and growing transaction volumes
• The Company will send on Monday 12 September 2016 a circular to shareholders convening a General Meeting to approve the transaction, which constitutes a fundamental disposal under the AIM Rules, and to approve the change of name
• A General Meeting is expected to take place at 10 a.m. on 30 September 2016, at the London offices of Shepherd and Wedderburn LLP (details below) (the "GM"), with completion expected shortly thereafter
• Irrevocable commitments to vote in favour of the GM resolutions received from holders of over 50% of the total voting rights including members of the Board

Commenting on the transaction and the renewed focus of the Group, Chief Executive Officer of IPPlus, William Catchpole said:

"The opportunity to focus fully on PCI-PAL and the high growth market for secure payment solutions is a natural step for the business given the appetite that we are seeing in the market.  Existing clients include major global brands spanning the retail, service, and financial services sectors and the business is enjoying a strong rise in transaction volumes.

"The FinTech sector is being shaped by those with first mover advantage.  As a result of this sale, the Group will soon be renamed PCI-PAL to reflect the renewed focus and will be well funded to pursue the growth opportunity." 

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 (MAR).  Unless otherwise indicated, capitalised terms in this announcement have the same definition as in the circular being sent to Shareholders.

Shareholders should read the circular being sent to them in full.  A copy of the Letter to Shareholders being included within the circular is reproduced in below without material adjustment.

For further details, please contact:

About IPPlus plc

The Group currently has two principal businesses namely Ansaback, which includes PCI-PAL, and CallScripter.

Ansaback is a 24 hours a day, seven days a week bureau telephony service providing overflow and out-of-hours call handling, emergency cover, dedicated phone resources, as well as disaster recovery lines and facilities, and other ancillary telecommunication services.

PCI-PAL provides products and services that enable organisations to securely take customer payments, safely store customer data, in particular credit card data, and to de-risk their business activities from the threat of data loss and cybercrime.

CallScripter is an enhanced customer interaction management (CIM) software suite specifically developed for contact centres, telesales and telemarketing operations. UK and international clients gain major benefits by introducing CallScripter's dynamic scripting environment into their organisation as the software facilitates the rapid set-up, handling and reporting of sophisticated inbound, outbound and e-mail campaigns.  International delivery is handled through multi-channel partners.

The proposed Disposal will result in the Continuing Group focussing on PCI-PAL and investing the net proceeds of sale in development of that business.  

LETTER FROM THE CHAIRMAN

Dear Shareholder,

Proposed Disposal of IPPlus (UK) Limited and CallScripter Limited

and Notice of General Meeting

1.       Introduction

The Company announced on 9 September 2016 that it has entered into a conditional agreement to sell its call centre and software businesses to Direct Response Contact Centres Group Limited for an aggregate consideration of £6,700,000.

In preparation for the Disposal, the IP3 Telecom and PCI-PAL credit card division has been transferred from IPPlus (UK) Limited, which operates the call centre and software businesses, to PCI-PAL Limited (by way of a business transfer). PCI-PAL Limited will remain as part of the Continuing Group going forward.

Upon Completion, the Company proposes to return £1,000,000 of the cash payable to it by the Purchaser to Shareholders (and a further announcement will be made as soon as practicable after Completion on the timing of this return of cash), with the remainder of the net proceeds being used, together with the Continuing Group's existing cash resources, to finance the working capital of the Continuing Group.

In light of the above, the Board has resolved, conditional on the passing of the Disposal Resolution and Completion, to change the name of the Company to PCI-PAL PLC. Further details on the change of the name of the Company are set out in section 11 of this letter.

Due to its size, the Disposal constitutes a fundamental change of business of the Company under Rule 15 of the AIM Rules and accordingly requires the prior approval of Shareholders in a General Meeting. Accordingly, the Company is convening the General Meeting to seek Shareholder approval for the Disposal.

The purpose of this document is to provide you with the background to, reasons for and details of the Disposal, and to provide you with a Notice of General Meeting of the Company to be held to consider and, if thought fit, to pass the Resolutions.

This document also explains why the Board considers that the Resolutions proposed are in the best interests of the Company and the Shareholders as a whole and why the Board recommends that you vote in favour of the Resolutions. The Notice convening the General Meeting is set out in the circular.

2.       Background to, reasons for and effect of the Disposal

The Group is a diversified technology and business services organisation serving a number of market sectors including retail, manufacturing, insurance, charity and export. The Group focuses on three main markets: call centre services, call centre software and compliant credit card solutions designed to prevent credit card fraud.

Over the recent past, the PCI-PAL division has been making considerable progress in developing its offering and now has a number of significant clients including a major pan-European fitness chain, a market leader in the European gaming sector, a leading national online estate agency, a global retail fashion brand and a global furniture brand. The Board has reviewed the PCI-PAL division to decide how best to develop it and believes that the division is well placed to scale up within domestic and overseas markets. However, this will take funding to capitalise on the early mover advantage that the Board believes the PCI-PAL division possesses.

In the last year the Company has received several approaches for its call centre division and at the end of 2015 it became apparent that consolidation was occurring in the call centre industry, with three expressions of interest received by the Company. The Board believes that the call centre division, together with the software business, will benefit from being part of a larger business, particularly given the importance of the division's largest customer.

The Disposal is to a longstanding business partner which has previously purchased an existing call centre in Bristol. It already uses CallScripter software and several mutual clients have arrangements with both the Purchaser's business and the Target Companies' Business. As such, the staff at both the Target Companies' offices and the Purchaser's Bristol office already know each other well. This existing relationship should help facilitate the transition of the Target Companies to an enlarged group, with both an East Anglian and West Country presence, and enable the Target Companies to become a strong player in the outsourced bureau market.

Whilst the Board believes that the Target Companies are high quality businesses with strong client bases, the Board recognises that the Disposal represents an opportunity for the Company to realise cash proceeds and move closer to becoming a pure play 'FinTech' business concentrating on the PCI-PAL division. This will provide an increased focus from which Shareholders should ultimately benefit.

The Board reviewed the Purchaser's offer and believes that:

a)    following the successful award of various contracts in relation to the call centre business during 2015-16, the Target Companies' Business is now at the right stage for its sale to be considered;

b)    recent successful contract wins with large UK and international firms by the PCI-PAL division demonstrate the significant business opportunities available in its market and accordingly the Company should put its focus and resource into that growth market; and

c)    subject therefore to achieving a suitable sale price for the Target Companies' Business, Shareholder value would be maximised over the mid to long term by disposing of the Target Companies' Business, returning part of the proceeds from the Disposal to Shareholders, and reinvesting the remainder of the proceeds into the PCI-PAL business.

3.      Management changes

William Catchpole, Chief Executive Officer, and Geoffrey Forsyth, Chief Technical Officer, will remain with the Continuing Group after Completion, whilst Stuart Gordon, Chief Financial Officer, has decided to transfer with the Target Companies' Business and, with effect from Completion, has agreed to resign from the Board.

Upon Completion, the Company also plans to separately announce the appointment to the Board of Andrew Francombe as Chief Financial Officer, on a part-time basis, and James Barham as Commercial Director. Details of their service contracts are set out below. These appointments are also subject to the satisfactory completion of the necessary regulatory background due diligence checks by both the Company and N+1 Singer.

4.      Information on the Target Companies' Business

The Target Companies' Business employs approximately 246 full time employed members of staff.

The Target Companies' Revenue and estimated profit split within the Group at the end of June 2015 is shown below:

Information on the current trading of PCI-PAL, the principal element of the Continuing Group, is set out in section 10 below.

5.      Use of proceeds

After deal related expenses, the initial consideration from the Disposal is expected to generate net proceeds of approximately £3.8 million, including the net cash gain from the sale of the Property.  The Company proposes to return £1.0 million of the cash payable to it by the Purchaser at Completion to Shareholders (and a further announcement will be made as soon as practicable after Completion on the timing and method of this return of cash).  The remainder of the net proceeds from the Disposal and the sale of the Property will be used, together with the Group's existing cash resources of c. £1.0 million, to finance the working capital of the Continuing Group. Further amounts to be received from the redemption of Loan Notes (£3.35 million in aggregate over 42 months) are also expected to be applied in this manner.

Investment will be made into increasing the sales and marketing infrastructure, including human resource, and on additional technology development to complete a scalable cloud-based architecture for the PCI-PAL suite of solutions, and cash will also be utilised to fund expected operating losses as the business scales to achieve breakeven.

As the Continuing Group will be trading in the new and much less mature FinTech arena, the risk profile will change to a higher risk venture when compared with the more traditional people based call centre activity. The principal risks are noted in section 7 below.

6.       Principal terms of the Disposal

The total consideration for the Disposal receivable by the Company will comprise:

*               £3,350,000 payable in cash on the Completion Date; and

*               £3,350,000 satisfied by the execution and delivery on the Completion Date by the Purchaser of the Loan Note Instrument and Loan Notes repayable in stages over a 42-month period.

The total consideration amount payable on the Completion Date will be adjusted by a customary completion accounts mechanism.

The Disposal is conditional upon:

(i)       the passing of the Resolutions by Shareholders by the Longstop Date;

(ii)      the warranties given by the Company in the Share Purchase Agreement being true and accurate in all material respects as at the Completion Date;

(iii)      the Company not breaching any material term of the Share Purchase Agreement requiring to be performed before Completion;

(iv)     no order or judgement of any court or governmental, statutory or regulatory body in the United Kingdom or elsewhere having been issued or made prior to the Completion Date which has the effect of making the acquisition by the Purchaser of the Target Companies' Shares unlawful or otherwise prohibiting the Disposal; and

(v)      completion of the sale of the Property and its lease back to IPPlus (UK) Limited (see further section 8 below).

The Share Purchase Agreement will terminate if the relevant conditions are not satisfied (or if capable of being waived, waived) by the Longstop Date.

The Company has also given the Purchaser an indemnity capped at £2 million in relation to any liabilities which the Purchaser or the Target Companies might suffer as a result of the transfer out of the IP3 Telecom and PCI-PAL credit card division prior to entering into the Share Purchase Agreement.

Further details of the Disposal and a summary of the principal terms of the key Disposal documents are set out in the circular.

7.            Risks

Principal business risks and uncertainties: The PCI-PAL business has a limited operating history and, as at the date of this document, the Company has no distinct financial statements and/or no meaningful historical financial data upon which prospective investors may base an evaluation of the Continuing Group. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise including the risk that the Company will not achieve its investment objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested.

There can be no assurances that the Continuing Group will successfully develop or that the resources it has will be suitable for its requirements. The Continuing Group may require the injection of further capital at a level which the Company or any third party may consider that it is unable to meet.

The principal risks facing the Target Companies relate broadly to their intellectual property, technology, the market place and competitive environment and their dependence on key people.

Intellectual property rights ('IPR'): The Group is reliant on IPR surrounding its internally generated and licensed-in software. Whilst it relies upon IPR protections including patents, copyrights, trademarks and contractual provisions, it may be possible for third parties to obtain and use the Group's intellectual property without its authorisation. Third parties may also challenge the validity and/or enforceability of the Group's IPR, although the Directors do not envisage this risk to be significant. In addition, the Directors are aware of the supply risk of losing key software partners. As these are not a significant part of the core products, this would only have a short-term impact on the Group as it would then seek to identify and then train staff in alternative products.

Information technology: Data security and business continuity pose inherent risks for the Group. The Group invests in and keeps under review formal data security and business continuity policies which are independently audited.

Market place and competition: The sectors in which the Group operates in and/or routes to market may undergo rapid or unexpected changes or not develop at a pace in line with Directors' expectations. It is also possible that competitors will develop similar products; the Group's technology may become obsolete or less effective; or that consumers use alternative channels of communications, which may reduce demand for the Group's products and services. In addition, the Group's success depends upon its ability to develop new, and enhance existing products, on a timely and cost effective basis, that meet changing customer requirements and incorporate technological advancements. The Directors review the market movements, client requirements and competitive suppliers to ensure that the current portfolio is as required. The Directors ensure that the team is properly directed, trained and motivated to address this issue.

Key personnel: The Group depends on the services of its key technical, operations, sales and management personnel. The loss of the services of any one or more of these persons could have a material adverse effect on the Group's business. The Group maintains an active policy to identify, hire, train, motivate and retain highly skilled personnel in key functions.

8.            Property

The Property, along with the benefit of the ancillary leased land, which contains the call centre, the software division and the back office departments, has been conditionally sold to a third party, which will then lease back the Property to IPPlus (UK) Limited on a ten year lease at a market rent, with a five year break clause.

The sale and leaseback is conditional on the Disposal Resolution being passed at the General Meeting, and the Purchaser confirming it is willing to proceed to Completion provided the sale and leaseback occurs. The Property sale and leaseback completion will occur immediately before the Target Companies' Completion such that IPPlus (UK) Limited will account for the net proceeds of approximately £800,000 from the sale. The Target Companies will then be sold at Completion with the new lease arrangements in place.

The Property was purchased in 2013 for £1,550,000 to provide additional space for the Group as it grew. The sale and lease back arrangement has been entered into in order to facilitate the Disposal. As an additional benefit it is expected that this sale will generate a small profit of £350,000 for the Company after redemption of the mortgage of £1.1 million and deduction of fees, expenses and commissions.

9.            Information on the Purchaser

The Purchaser's group of companies handles outsourcing of voice, data and contact centre support for organisations from a wide range of sectors.

10.          Information on the Continuing Group

The PCI-PAL business is a business that provides products and services that help organisations to secure their customers' data, in particular credit card data, and to de-risk their business activities from the results associated with data loss and cyber crime.  Recent high-profile data breaches have raised awareness of the reputational impact of such breaches for businesses.

The PCI-PAL business provides a suite of solutions to support clients on the path to achieving compliance with the Payment Card Industry Data Security Standard ("PCI DSS").  The leading products of the business are the PCI-PAL Agent Assist tool and the PCI-PAL Automate services, both of which are secure payment solutions for contact centres to process customer credit card details securely and in line with card scheme rules.

The PCI-PAL business was one of the first businesses globally to achieve compliance with the PCI DSS within a cloud platform.  It has a client base that includes major global brands and other organisations utilising technology to secure customer data, protect their reputation, and reduce the costs associated with compliance to global data security requirements. 

In addition to contact centre payments and data security, the PCI-PAL business maintains a client base of general cloud communications services that utilise a secure cloud environment to ensure high availability, data security, and intelligent cloud telecommunications services.  These services include bespoke IVR, multi-lingual automation, international numbering, media response tracking and associated cloud contact centre services. 

As announced on 26 August 2016, the PCI-PAL business has benefited from gaining a number of significant contracts including a major pan-European fitness chain, a market leader in the European gaming sector, a leading national online estate agency, a global retail fashion brand and, most recently, a global furniture brand. Comparing July 2016 with January 2016, PCI-PAL has seen a 46% increase in transaction volumes.

The Board believes, therefore, that the PCI-PAL business has the potential to develop in both domestic and international markets, based on it having a degree of first mover advantage and a brand recognised by the target market which provides an exciting opportunity. As announced on 26 August 2016, the current sales pipeline is extremely encouraging and the Board expects to see a continuing rise in transaction volumes processed through PCI-PAL. The Board is confident of the good prospects ahead for the business.

The Demerged Business will retain 13 members of staff immediately following the Disposal.

11.       Change of Name

As the Purchaser will be operating the Target Companies' Business under the IPPlus brand following Completion, the Board has resolved, conditional upon Completion and the passing of the Name Change Resolution, to change the name of the Company to PCI-PAL PLC. The share capital of the Company will remain traded on AIM following Completion. A further announcement will be made in due course in connection with the change of name becoming effective. Existing share certificates will remain valid.

12.       Directors' interests

The Directors have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their entire beneficial holdings of Ordinary Shares, which amount to 4,865,670 Ordinary Shares representing 15.4 per cent. of the issued Ordinary Shares.

13.       General Meeting

Due to its size, and given its importance to the Company, under AIM Rules the Disposal is subject to the approval of Shareholders in a General Meeting of the Company. If passed, the Disposal Resolution will authorise the Directors to implement the Disposal on the terms set out in the Share Purchase Agreement and as summarised in the circular.

Under the 2006 Act, the proposed renaming of the Company to PCI-PAL PLC requires the approval of Shareholders.

At the end of the circular, you will find a Notice convening a General Meeting of the Company, which is to be held at 10:00 am (London time) at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL on 30 September 2016.

At the General Meeting, the following resolutions will be proposed:

a)    the Disposal Resolution; and

b)    the Name Change Resolution.

The Directors, in respect of 4,865,670 Ordinary Shares in aggregate representing 15.4 per cent. of the issued ordinary share capital of the Company, have irrevocably undertaken to exercise the votes in respect of their shares or to procure the exercise of such votes in favour of the Resolutions.

In addition the Company has received irrevocable undertakings to vote in favour of the Resolutions from other Shareholders holding 12,040,054 Ordinary Shares which represent a further 38.2 per cent. of the issued ordinary share capital of the Company.

In total the Company has received irrevocable undertakings to vote in favour of the Resolutions from Shareholders holding 16,905,724 Ordinary Shares, which represents 53.6 per cent of the issued ordinary share capital of the Company.

The full text of the Resolutions is set out in the Notice at the end of the circular. The Disposal Resolution will be proposed as an ordinary resolution (requiring 50% of the votes cast plus one vote to be passed) and the Name Change Resolution will be proposed as a special resolution (requiring at least 75% of the votes cast to be passed).

14.       Action to be taken by Shareholders

Accompanying the circular, Shareholders will find a Form of Proxy for use at the General Meeting.

Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to FREEPOST Capita PXS as soon as possible and, in any event, so as to arrive no later than 10:00 am on 28 September 2016. Completion and return of the Form of Proxy will not affect Shareholders' right to attend and vote in person at the General Meeting if they so wish. Further information regarding the appointment of proxies can be found on page 18 of the circular.

In order for the Disposal to proceed, Shareholders will need to approve Resolution 1 (the Disposal Resolution) set out in the Notice of General Meeting. If Resolution 1 (the Disposal Resolution) is not passed, the Disposal will not proceed, with the result that the anticipated net proceeds of the Disposal will not become available to the Company.

Accordingly it is important that Shareholders vote in favour of Resolution 1 (the Disposal Resolution), in order that the Disposal can proceed.

In order for the proposed name change of the Company to proceed (subject to Completion occurring), Shareholders will need to approve Resolution 1 (the Disposal Resolution) and Resolution 2 (the Name Change Resolution).

14           Directors' Recommendation

The Directors consider the Disposal to be in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. Shareholders (which include the Directors) have irrevocably undertaken to vote, or to procure that votes are cast, in favour of the Resolutions in respect of 16,905,724 Ordinary Shares, in aggregate, representing approximately 53.6 per cent. of the existing issued ordinary share capital of the Company.

Yours sincerely,

Christopher Fielding

Non-Executive Chairman

DEFINITIONS

The following definitions apply throughout the circular and the accompanying Form of Proxy, unless the context requires otherwise: