iTrain plc acquires Applied Interactive Ltd for £1.2 million in cash and shares.
Amies International advised the vendor.

Press Cutting - Financial Times

Financial Times - 11th November 2004 -  " iTrain moves to boost UK presence"

iTrain, the IT training software group, yesterday moved to boost its presence in the UK with the acquisition of Applied Interactive, a rival software company, for up to £1.2m in cash, shares and debt.

The company, which does most of its business in Germany, will pay an initial cash consideration of £556,000 for Applied Interactive, a private company based in Cranfield, near Milton Keynes, Buckinghamshire.

It will also give Applied about 2.8m new shares in the combined company at 0.2p each and pay off £193,000 from outstanding loans.

ITrain said it would pay an additional consideration of up to £170,000 in cash and shares if 2005 performance targets were met.

News of the acquisition came as ITrain revealed it would place 12.5m new shares at 8p a share to raise cash and fund operations, conditional on completion of the acquisition....

Kevin Allison

© Copyright The Financial Times Ltd

London Stock Exchange - Regulatory News Service - 10 November 2004

iTrain plc ('iTrain' or 'the Company') (AIM: IRN), a provider of IT training software, today announces that it has conditionally agreed to acquire Applied Interactive Limited ('Applied Interactive') ('the Acquisition'), for a maximum consideration of £1.2 million.

The consideration comprises an initial payment of £1.03 million to be satisfied as to £556,900 in cash, the issue of 2,765,432 new Ordinary Shares of 0.2 pence each in the capital of the Company ('Ordinary Shares') (the 'Initial Consideration Shares') and the repayment of £193,100 of outstanding loans, and a deferred payment of up to £170,000 to be satisfied as to a maximum of £50,000 in cash and the issue of up to an additional 1,185,185 new Ordinary Shares. The payment of the deferred consideration is conditional upon Applied Interactive achieving certain sales targets in the year ended 31 December 2005.

To satisfy the cash consideration and the Company's ongoing working capital and investment requirements, Corporate Synergy Plc, the Company's nominated adviser and broker, has conditionally placed 12.5 million new Ordinary Shares (the 'Placing Shares') with institutional and other investors to raise £1 million, before expenses, at 8 pence per share.

About Applied Interactive

Applied Interactive supplies training software solutions similar to iTrain's. Following the Acquisition, iTrain will have a much stronger UK sales channel, complementing its sales and marketing activities in Germany, its major market place. Applied Interactive sales' and technical staff will provide an important extra resource for iTrain's existing portfolio of popular generic training modules (Windows, SAP and Lotus Notes applications), and bespoke IT training solutions for blue-chip clients. The enlarged Group is expected to deliver enhanced earnings potential and provide a broader range of products and customer base, especially in the UK.

Applied Interactive is based in Cranfield, near Milton Keynes. It has a headcount of seven, including David Fairhurst (Managing Director) and Peter Robertson (Sales & Marketing Director). All directors and employees are remaining with Applied Interactive, which will continue to trade under its own name for the foreseeable future.

In the year to 31 December 2003, Applied Interactive reported a profit after tax of £138,000 on turnover of £436,000. At 31 December 2003, Applied Interactive had net liabilities of £3.375 million. However, at completion, it is intended that Applied Interactive will have net assets of £nil.

Applied Interactive's bespoke training services are primarily focused on the automotive, pharmaceutical and financial services markets.

The directors of iTrain believe there is a strong and growing market for e-learning, particularly in Europe, and that its reputation among its growing list of blue-chip clients indicates that it is well placed to command an increasing share of this market. The Company's research estimates that the annual spend on e-learning IT training is around US$12 billion, up from US$1 billion in 1999.

The Placing

Corporate Synergy Plc has, on behalf of the Company, conditionally placed 12.5m new Ordinary Shares at 8 pence per share with institutional and other investors.

The Placing is conditional, inter alia, upon the completion of the Acquisition.

Application will be made for the Placing Shares and the Initial Consideration Shares, both of which will rank pari passu in all respects with the existing Ordinary Shares, to be admitted to trading on AIM with effect from 24 November 2004.

Derek Moore, Executive Chairman of iTrain, said: 'Applied Interactive is a very good fit for our business and we think this is an excellent deal. By acquiring Applied Interactive we gain an established sales channel and additional technical staff that enable iTrain to increase significantly its presence in the UK market. We are particularly pleased that Applied Interactive is already profitable with a high-quality customer base, making this acquisition immediately earnings enhancing.' ...

This information is provided by RNS - The company news service from the London Stock Exchange