2020 Accounts Now Available

We are pleased to announce that the 2020 Accounts are now available. The password has been sent via email to all shareholders who have registered with us on our website here.

 

2020 Accounts

 

If you are an existing shareholder and would like to otherwise request a copy of the accounts, or have follow-up questions that you would like to raise, then please contact us at investors@stilo.com.

 

 


IXIASOFT Announces the Acquisition of AuthorBridge from Stilo International

18 January 2021

IXIASOFT announces today that it has acquired AuthorBridge from Stilo International as per the agreed press release:

 

IXIASOFT addresses a growing market of non-DITA authors, while reinforcing its leading position in the global CCMS market

IXIASOFT, a leading DITA CCMS software company based in Montreal Canada, announces today that it has acquired AuthorBridge from Stilo International, a UK-based provider of software tools helping organizations automate the conversion of content to XML.

Developed in collaboration with IBM, AuthorBridge is a DITA-based web editing tool providing SMEs with a guided and fluid authoring environment. AuthorBridge is specifically designed for users with no knowledge of DITA or XML. This tool has helped organizations to efficiently implement authoring for professionals in marketing, engineering, training, and support.

Increased time-to-market pressures has led organizations to rely on various internal resources to produce high-quality content. And this trend has caused a growth of non-DITA authors in the CCMS market. The addition of AuthorBridge inside of IXIASOFT’s product suite will allow it to offer supplementary solutions to better address this new market segment, while strengthening its global position in the CCMS marketplace.

IXIASOFT will continue to offer advanced editing capabilities for DITA experts through its current product integration with the leading XML editor, Oxygen.

“We are pleased to add AuthorBridge to our IXIASOFT product line. This is a great opportunity for us to grow our product offerings and further address a segment of non-DITA experts that need to contribute their knowledge quickly and easily,” says Eric Bergeron, CEO at IXIASOFT. “And with our CCMS moving toward a web-based application to offer authors an enhanced user experience, this acquisition is aligned with our overall vision to provide comprehensive and user-friendly CCMS products to the techcomm industry.”

“AuthorBridge was developed to offer an intuitive authoring experience for subject matter experts with little to no knowledge of XML” says Bryan Tipper, CEO at Stilo. “We are incredibly proud of its market acceptance, but have realized it would be best leveraged if offered through a complete CCMS solution. We are very pleased that IXIASOFT has decided to continue with its product development, and look forward to its future success.”

About IXIASOFT

Founded in 1998, IXIASOFT is a trusted global leader in the XML content management software industry. Its signature product IXIASOFT CCMS is an award-winning, end-to-end component content management solution (CCMS) that has been deployed by industry leaders like Mastercard, Ericsson, Komatsu, Omron, Qualcomm, and SAP®. For more information, visit: http://www.ixiasoft.com.

About Stilo International

Stilo develops tools to help organizations automate the conversion of content to XML and build XML content processing components integral to enterprise-level publishing solutions. Operating from offices in the UK and Canada, we support commercial publishers, technology companies and government agencies around the world in their pursuit of structured content. For more information, visit https://www.stilo.com/about.

 

Note to Stilo shareholders

The transaction was executed December 22nd 2020 and a public announcement date of January 18th 2021 was agreed with IXIASOFT.  The financial consideration received will be included in our 2020 accounts.

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ENQUIRIES

Stilo International Limited

If you are an existing shareholder and have follow-up questions that you would like to raise, then please contact us at investors@stilo.com.


Post Buy-Back Announcement

8 January 2021

We are pleased to announce that, pursuant to Stilo International Limited’s (the “Company”) recently completed share consolidation and buy-back, the Company purchased and cancelled a total of 1,740,000 ordinary shares. As a result, the Company’s issued share capital now stands at 96,420,000 ordinary shares of 1p each.

ONE Advisory Limited
Company Secretary
8 January 2021

 

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ENQUIRIES

Stilo International Limited

If you are an existing shareholder and have follow-up questions that you would like to raise, then please contact us at investors@stilo.com.


2019 Accounts Now Available

We are pleased to announce that the 2019 Accounts are now available and a PDF copy will be emailed directly over the coming days to all those shareholders who have registered with us on or before 30th April 2020.

If you are an existing shareholder and would like to otherwise request a copy of the accounts, or have follow-up questions that you would like to raise, then please contact us at investors@stilo.com.


Shareholder Register and Share Transfers

Dear Shareholder,

Please note that the shareholder register of Stilo International Limited (the “Company”) is independently maintained by Neville Registrars Limited (“Nevilles”).

All queries in respect of your shareholding and the method of transfer of shares in the Company should be addressed:
• via email to info@nevilleregistrars.co.uk
• via telephone to +44 (0)121 585 1131
• via post to:
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD

Please note that any transfer of shares in the Company shall not be complete until same has been registered by Nevilles.

A transfer of shares in the Company in certificated form will ordinarily not be registered without a validly executed stock transfer form and original share certificate being lodged with Nevilles. Transfers via Crest will be executed in the usual manner.

Any queries in respect of share transfers should be directed to Nevilles per the above details.

Yours faithfully,
Liam O’Donoghue
Company Secretary – Stilo International Limited


Result of General Meeting

30 September 2019

STILO INTERNATIONAL PLC
(the “Company”)

Result of General Meeting

The General Meeting of Stilo International plc was held at the offices of RSM UK Audit LLP, 25 Farringdon Street, London EC4A 4AB on 30 September 2019 at 11:00 a.m.

All four resolutions put to members were passed. Resolutions 1 and 2 were passed as ordinary resolutions and resolutions 3 and 4 were passed as special resolutions.

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

The number of votes lodged by proxy for and against each of the resolutions proposed, and the number of votes withheld was as follows:

Resolution

Votes for

%

Votes against

%

Chairman’s Discretion

%

Votes withheld

Resolution 1 (Ordinary)

To approve the Brewin Nominees Purchase Contracts and to authorise the Company to make off market purchases

 

 

12,221,300

99.89%

 

 

11,022

0.09%

 

 

2,852

0.02%

15,265,359

Resolution 2 (Ordinary)

To approve the Purchase Contract and to authorise the Company to make off market purchases

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

Resolution 3 (Special)

To approve cancellation of the AIM Listing for the Ordinary Shares

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

Resolution 4 (Special)

To approve the re-registration of the Company as a private limited company and to adopt new articles of association

 

 

27,486,659

99.95%

 

 

11,022

0.04%

 

 

2,852

0.01%

0

 

Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

As a result of the approval of the resolutions:

  • the cancellation of the admission to trading of the Ordinary Shares on AIM (the “De-Listing”) will take effect from 8:00 a.m. on 8 October 2019;
  • the buyback (“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 will complete on 3 October 2019;
  • the tender offer, the result of which was announced on 16 September 2019, will complete on 3 October 2019 (the “Tender Offer”);
  • the Current Articles have been replaced by the New Articles; and
  • the re-registration of the Company as a private limited company (the “Re-registration”) is expected to take place by 29 October 2019.

Total Voting Rights

Following completion of the Tender Offer and the Buyback, whereby 15,776,069 shares will be cancelled, the Company’s issued share capital will comprise 98,154,401 Ordinary Shares with voting rights. The figure of 98,154,401 Ordinary Shares may therefore 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 a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular dated 23 August 2019.


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


Result of AGM 23 May 2019

23 May 2019

STILO INTERNATIONAL PLC

The Annual General Meeting of Stilo International plc was held at the offices of RSM UK Audit LLP, 25 Farringdon Street, London EC4A 4AB earlier today.

All 6 resolutions put to members were passed. Resolutions 1 to 4 were passed as ordinary resolutions and resolutions 5 and 6 were passed as special resolutions.

The number of votes lodged by proxy for and against each of the resolutions proposed, and the number of votes withheld was as follows:

 Resolution

Votes for

%

Votes against

%

Votes withheld

Resolution 1 (Ordinary)

To receive and adopt the Directors’ Report and Accounts for the year ended 31 December 2018

42,397,973

100

0

0

0

Resolution 2 (Ordinary)

To approve the final dividend for the year ended 31 December 2018

42,397,973

100

0

0

0

Resolution 3 (Ordinary)

To reappoint RSM UK Audit LLP as Auditors to the Company and to authorise the Directors to fix their remuneration

42,397,973

100

0

0

0

Resolution 4 (Ordinary)

To authorise the Directors to allot relevant securities

42,397,973

100

0

0

0

Resolution 5 (Special)

To authorise the Directors to allot equity securities and to disapply statutory pre-emption rights in relation to the issue of certain equity securities

42,177,973

99.48

220,000

0.52

0

Resolution 6 (Special)

To authorise the Directors to purchase ordinary shares

42,397,973

100

0

0

0

As at 23 May, 2019, there were 113,930,470 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

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


Trading Update

23 May 2019

STILO INTERNATIONAL PLC

Stilo International plc (“Stilo” or the “Company”) today provides a trading update. The Company develops 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.

In the Company’s 2018 Preliminary Results, announced on 14 March 2019, we indicated that the outlook for 2019 was uncertain. Albeit the Company is involved in several new contract bids that could materialise later in 2019, the Company expects to report a material drop in revenue and a loss for the six-month period ending 30 June 2019, as sales have been slower than planned.

Given the ongoing trading uncertainty, it is important that we reduce our operating costs and we will be taking appropriate measures to do so in the coming weeks.

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