Proposed Buyback, Tender Offer and De-Listing

23 August 2019

STILO INTERNATIONAL PLC
(the “Company”)

The Company today announces that a circular (the “Circular”) will be sent to Shareholders later today detailing the following proposals: 

  • the proposed cancellation of the admission to trading of the Ordinary Shares on AIM (the “De-Listing”);
  • the proposed buyback of 15,265,359 Ordinary Shares in aggregate from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share;
  • a tender offer, closing at 1.00 pm on 13 September 2019, for up to 14,734,641 Ordinary Shares representing approximately 14.93 per cent of the Ordinary Shares in issue following the buyback of Ordinary Shares from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share (the “Tender Offer”); 
  • the proposed re-registration of the Company as a private limited company (the “Re-registration”); and 
  • the replacement of the Current Articles with the New Articles.

The Circular sets out the terms of the Buyback, the Tender Offer and incorporates a notice of a General Meeting to be held on 30 September 2019 at which resolutions to approve the Proposals will be proposed.

Buyback

Holding 13.40 per cent of the voting rights, Brewin Nominees, BDS Nominees and Giltspur Nominees have agreed to support the Company’s De-Listing on the basis that the Company will buy back the Brewin Nominees Shares at the Tender Offer Price.

Under the Brewin Nominees Purchase Contracts, the Company has conditionally agreed to purchase the Brewin Nominees Shares at 1 pence per Ordinary Share. The Company’s purchase of the Brewin Nominees Shares pursuant to the Brewin Nominees Purchase Contracts is, inter alia, conditional on the Brewin Nominees Purchase Contracts being authorised by a shareholders’ resolution (Resolution 1), at which Brewin Nominees, BDS Nominees and Giltspur Nominees will not vote their shares.

Tender Offer

The Board recognises that not all Ordinary Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing.  Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.

Under the Tender Offer, the Company will purchase up to 14,734,641 Ordinary Shares (representing approximately 14.93 per cent of the Ordinary Shares in issue following the buyback of the Brewin Nominees Shares) from Qualifying Shareholders at 1 pence per share. The Tender Offer Price represents:

  • a discount of approximately 31 per cent. over the closing mid-market price of an Ordinary Share on 22 August 2019, being the last dealing day before the date of this announcement; and  
  • a discount of approximately 23 per cent. over the 30 day volume weighted average share price of an Ordinary Share on 22 August 2019, being the last dealing day before the date of this announcement.

De-Listing

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the intention to cancel the admission of Ordinary Shares to trading on AIM, subject to Shareholder approval. Under the AIM Rules, it is a requirement that the De-Listing is approved by the requisite majority of Shareholder voting (being not less than 75. per cent of the votes cast).

Subject to the resolutions approving the De-Listing and the Re-registration being passed, it is anticipated that the De-Listing will become effective on 8 October 2019 and the Re-registration will take effect on 29 October 2019.

Further details of the proposals are set out below.

EXPECTED TIMETABLE

Announcement of proposed De-Listing and Tender Offer, posting of this document, Proxy Form and Tender Form to Shareholders and Tender Offer opens Friday 23 August 2019
Closing of Tender Offer  – Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer 1.00 pm on Friday 13 September 2019
Record Date for Tender Offer 6.00 pm on Friday 13 September 2019
Announcement of results of Tender Offer Monday 16 September 2019
Purchase Contract and Brewin Nominees Purchase Contracts available for inspection From Monday 16 September to Monday 30 September 2019
Latest date for receipt of Proxy Form (to be received no later than 48 hours before the General Meeting) Saturday 28 September 2019
General Meeting 11.00 am on Monday 30 September 2019
Announcement of the results of General Meeting Monday 30 September 2019
Purchase of Tender Offer Shares and Brewin Nominees Shares Thursday 3 October 2019
Cancellation of Tender Offer Shares and Brewin Nominees Shares Thursday 3 October 2019
Despatch of cheques for Tender Offer proceeds Thursday 3 October 2019
CREST accounts credited with Tender Offer proceeds and proceeds of acquisition of Brewin Nominees Shares Thursday 3 October 2019
Despatch of share certificates in respect of any revised holdings of Ordinary Shares following the Tender Offer, and any Ordinary Shares held in CREST not tendered pursuant to the Tender Offer Thursday 3 October 2019
De-Listing and cancellation of admission of the Ordinary Shares to trading on AIM Tuesday 8 October 2019
Re-registration of the Company as a private limited company Tuesday 29 October 2019

 If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

All times are references to London time.

All events in the above timetable following the GM are conditional, inter alia, upon the approval of the Resolutions.

The De-Listing requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.

Read the full Proposed Buyback, Tender Offer and De-Listing News Posting

Download the General Meeting Circular 23 August 2019

ENQUIRIES

Stilo International plc
Les Burnham, Chief Executive
T +44 1793 441 444

SPARK Advisory Partners Limited (Nominated Adviser)
Neil Baldwin T +44 203 368 3554
Mark Brady  T +44 203 368 3551

SI Capital (Broker)
Nick Emerson
T +44 1483 413500


Unaudited interim results for six months ended 30 June 2019

23 August 2019

STILO INTERNATIONAL PLC

Stilo International plc (“Stilo”, the “Group” or the “Company”) today announces its unaudited Interim Results for the six months ended 30 June 2019. The Company provides software tools and cloud services that help organisations create and process structured content in XML format, so that it can be more easily stored, managed, re-used, translated and published to multiple print and digital channels.

FINANCIAL HIGHLIGHTS

  • Reduction in sales revenues to £638,000 (2018: £707,000)
  • Operating costs remain level £656,000 (2018: £657,000), excluding capitalised development costs for AuthorBridge of £110,000 (2018: £99,000)
  • Loss before tax for the period of £29,000 (2018: £42,000 profit)
  • Total comprehensive income for the period remained positive at £14,000 (2018: £5,000) subsequent to favourable foreign currency translation differences
  • Cash of £1,096,000 as at 30 June 2019 (2018: £1,442,000)
  • No interim dividend declared

BUSINESS HIGHLIGHTS

  • Migrate customers for the period include Mastercard, ARRIS/CommScope, Applied Materials, Visa, GE Healthcare and Deltek.
  • AuthorBridge customers in the US include IBM, Kaplan Professional Education and the Nuclear Regulatory Commission. A major release of AuthorBridge shipped in June 2019 and it is not expected to further capitalise AuthorBridge development costs beyond this date.
  • OmniMark sales include European Parliament, Qantas and Embraer.

David Ashman, Chairman, commenting on the Company’s performance, stated:

In our Trading Update of 23 May 2019 we indicated that sales were slower than planned and that a loss was expected for the half-year period.

We are currently expecting trading to continue slowly for the remainder of 2019 and need to take measures to reduce our operating costs wherever possible. Of primary importance is the proposal to de-list from AIM and re-register as a private limited company, subject to shareholders’ approval. This is the subject of an associated announcement issued immediately following the release of these interim results and is expected to generate potential annualised cost savings of over £120,000. Additional cost-reduction activities include organisational and management changes that are currently underway.

The Company continues to develop high-quality software tools used by leading organisations around the world. With a reduced cost base and increased sales to be driven by the recruitment to the newly created role of VP Sales & Marketing, it is our intention to generate steady ongoing profits and resume the payment of dividends to shareholders as soon as possible.

Download a PDF of the 2019 Interim Results, including the Group Income Statement.

ENQUIRIES

Stilo International plc
Les Burnham, Chief Executive
T +44 1793 441 444

SPARK Advisory Partners Limited (Nominated Adviser)
Neil Baldwin T +44 203 368 3554
Mark Brady  T +44 203 368 3551

SI Capital (Broker)
Nick Emerson
T +44 1483 413500


WEBINAR | AuthorBridge—web-based DITA authoring for SMEs

Broadcast on Wednesday, September 18, at 8am Pacific

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Registration required to view or download recording.