Admission to AIM and First Day of Trading

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

This announcement does not constitute, or form a part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it) or the fact of its release, publication or distribution, form the basis of, or be relied upon in connection with, any contract or commitment for securities in any jurisdiction.  Any such purchase or subscription must be made only on the basis of the information contained in the final admission document (“Admission Document”) dated 21 May 2012 in connection with the admission of the ordinary shares of £0.01 in the capital of incadea plc to trading on AIM, a market operated by London Stock Exchange plc, which may be different from the information contained in this announcement and contains additional information.

incadea plc
(“incadea” or the “Company”)
Admission to AIM and First Day of Trading

incadea plc, the new holding company of the international incadea group, a provider of software solutions and services to the automotive dealership industry, is pleased to announce its admission to trading on AIM and commencement of dealings of its ordinary shares of £0.01 pence (“Ordinary Shares”), under the ticker symbol INCA.LN, at 0800 BST this morning (“Admission”).

incadea is also pleased to announce that it has raised €17 million (approximately £13.6 million*) of new capital by way of a placing of 18,169,673 new Ordinary Shares (the “Placing Shares”) at 75 pence per Ordinary Share (the “Placing Price”), the net proceeds of which will be used to fund working capital and expansion into new geographic markets, to invest in group infrastructure, to restructure debt and to finance acquisitions.

The Company has a market capitalisation of approximately €47million (approximately £37.7million*)  based on the Placing Price.

Werner Leinauer, Chief Executive Officer of incadea plc, said:

“Our flotation on AIM today marks a new chapter for our business.  incadea has the opportunity to build a leading position in a rapidly growing, global market. We have a strong business model and we are delighted with the support we have received from investors through the IPO process.  We are now well positioned to implement our strategyandlook forward to building value for our new shareholders.”

* Based on an exchange rate of EUR 1.2475:£1

Highlights

• incadea raised €17 million (gross) of new equity from a broad range of institutional and other investors by way of a placing of new Ordinary Shares at a price of 75 pence per share.
• The net proceeds of the placing will be used to fund working capital and expansion into new geographic markets, to invest in group infrastructure and to reduce the Company’s net debt as well as to finance acquisitions in key geographies in order to strengthen own versus partner business.
• On Admission the market capitalisation of the Company at the Placing Price will be €47 million (approximately £37.7 million*).
• Founded in 2000, incadea is a leading international provider of software solutions and services to the automotive dealership industry with products including dealer management, business intelligence and customer and vehicle relationship management systems.
• The Company has strong relationships with the industry’s largest multinational car manufacturers (“OEM’s”) such as BMW Group and VW Group.
• The Company’s competitive position benefits from market leading technology, with a significant proportion of proprietary software, which runs on Microsoft enterprise technologies.  As a result, incadea can deploy its solutions globally, rapidly and cost-effectively.

The Company’s operational headquarters and the main research and development centre are located in Munich, Germany and the Company employs approximately 300 people.

• The Company currently has over 49,000 individual licence holders across more than 1,900 dealerships in 78 countries and 21 languages.
• The Company has a far reaching international footprint with operational subsidiaries, affiliates or branches across Europe and Asia and post Admission plans further expansion into Brazil and other emerging markets.
• For the year ended 31 December 2011 the incadea group reported revenue of €19.6  million and EBITDA of €3.1 million. 
• Certain Directors have subscribed for an aggregate of 141,376 shares in the Placing.
• There are no selling shareholders.
• Subject to the Company’s financial performance, underlying growth and the financing requirements for the further expansion of the business, the Directors intend to declare a final dividend for the financial year ending 31 December 2012 on publication of the Company’s audited accounts for the year.
• Cenkos Securities plc is acting as Nominated Adviser and Broker to the Company. 

Information pursuant to AIM Rule 26 can be found at the Company’s website:  www.incadea.com 

Contacts

Important Notice

The contents of this announcement have been approved for purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’) by Cenkos Securities plc (“Cenkos”).  Cenkos is authorised and regulated in the UK by the Financial Services Authority in respect of regulated activities, is acting for the Company and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for advising them on the contents of this announcement or any matter referred to herein.

Any prospective investor involved in investing in the Company is recommended to seek independent financial and legal advice.  The responsibilities of Cenkos as the Company’s nominated adviser under the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange plc and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or acquire Ordinary Shares in reliance on the Admission Document.

This announcement does not constitute, or form a part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it) or the fact of its release, publication or distribution, form the basis of, or be relied upon in connection with, any contract or commitment for securities in any jurisdiction.  Any such purchase or subscription must be made only on the basis of the information contained in the Admission Document, which may be different from the information contained in this announcement and will contain additional information.

The Ordinary Shares have not been and will not be registered under the applicable securities legislation of any province or territory of Canada, the United States, Australia, the Republic of South Africa or Japan.  Accordingly, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into Canada, the United States, Australia, South Africa or Japan or to any national, resident or citizen of Canada, the United States, Australia, the Republic of South Africa or Japan.  The distribution of this announcement outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘US Securities Act’’), or any state securities laws in the United States and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable US state securities laws.

Forward-looking Statements

This announcement contains forward looking statements relating to the Company’s future prospects, developments and strategies, which have been made after due and careful enquiry and are based on the Incadea directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.  Forward-looking statements are identified by their use of terms and phrases such as ‘‘project’’, ‘‘expect’’, ‘‘potential’’, ‘‘believe’’, ‘‘could’’, ‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ or the negative of those, variations or comparable expressions, including references to assumptions.  These forward-looking statements are subject to, inter alia, the risk factors described in Part II of the Admission Document.  The Incadea directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.