Netalogue Technologies plc shares have been publicly listed and traded in London since January 2001

Creating value for our investors is an integral part of our corporate principles. We thank all our current shareholders for sharing our visions and welcome new shareholders to join us.


Trading Symbols

NTLP


Total Securities in issue: 48,746,333
Shares in Public hands: 24,286,832 (49.82%)

Please visit the London Nex Exchange website www.nexexchange.com for the latest Netalogue share price information.

Shareholders are reminded of their obligations under the Disclosure and Transparency Rules and in particular Shareholders are required to notify the Company without delay if their shareholding reaches 3% of the issued Share Capital and thereafter all movements in their shareholding for each 1% threshold passed.


Key Business

Business Software

Key Product

Netalogue B2B Ecommerce Platform

Corporate Profile

Netalogue Technologies plc is a proprietary software company that develops, sells and supports an advanced B2B ecommerce platform product. The Netalogue B2B Ecommerce Platform is used by successful manufacturers, distributors and wholesalers to create sector leading B2B ecommerce websites to sell their products online to other businesses. Incorporating sophisticated B2B online ordering tools, customer specific catalogue views, e-procurement work flow rules, self-service functionality and handling of international language and sales requirements. The Netalogue platform can manage single or multiple ecommerce websites for organisations who have multiple brands or operate in different territories. Netalogue clients include Marstons, Farrow & Ball, Matthew Clark, Madison, Chubb, Bunzl and Greene King. Netalogue B2B integrates with leading ERP systems such as SAP, Microsoft, Sage and Oracle to deliver the highest level of business benefit and profitability.

Key Operations

Netalogue’s core business activities are namely: direct sales of B2B ecommerce solutions to manufacturers, distributors and wholesalers; and indirect licensing of the Netalogue B2B Ecommerce Platform via ERP and cloud related channel partnerships.


Board of Directors

Nick Barley, Chairman

Nick is the Non-Executive Chairman of Netalogue and a thirty-five year veteran of the IT industry having held board and leadership positions at Microsoft, Oracle, CA Technologies, Juniper Networks, and Hewlett Packard. Nick’s experience spans European, US and Asia Pacific regions.


Andrew Robathan, Managing Director

Andrew is a co-founder of Netalogue taking over the role of Managing Director in December 2016. He has more than 15 years of expertise in B2B solution architecture, design, consulting and solution delivery and has advised and implemented solutions for many successful small and medium sized business as well as large corporates. In addition to working directly with businesses on their B2B ecommerce strategies Andrew also works strategically with an increasing number of technology partners to help them deliver further value to their clients by reselling the Netalogue B2B ecommerce platform as a complement to a number of leading ERP solutions. Andrew’s other skills include business development, business strategy, product roadmap development and general management.


Craig Williams, Technical Director

Craig is a co-founder of Netalogue. Craig has a broad range of IT experience and his principal skills include Software Architecture, Software Design, UI/UX, Database Modelling, Hosting Infrastructure, B2B Ecommerce, IT Consultancy, Software Performance, Cyber Security and Quality Assurance. Prior to Netalogue he worked for some of the World’s leading IT and internet companies including IBM, CSC and Sapient where he was involved in a number of high profile websites and online applications including Sainsbury’s and Sunday Times.


Richard J Condon, Director

Richard is a co-founder and Director of Netalogue with over 15 years of B2B ecommerce experience, In addition his  principal skills include new business development, business strategy, marketing and entrepreneurship.


Allocated Shares

Interests in shares representing 3% or more of voting rights

ShareholderNo. of Shares% of Issued Shares
Mr. R Condon8,153,16716.73%
Mr. A Robathan8,153,16716.73%
Mr. C Williams8,153,16716.73%
Mr. A J Crowe5,969,58312.24%
Mr. & Mrs. J Rowland1,500,0003.07%

Additional Share Options

Directors’ interests in share options over ordinary shares at 31st March 2019 were as follows:

R J Condon, 960,000, 2.25p Exercisable from 25 August 2009 A Robathan, 960,000, 2.25p Exercisable from 25 August 2009 C Williams, 960,000, 2.25p Exercisable from 25 August 2009

If these options were all exercised with immediate effect the number of ordinary shares in issue would be increased by 2,880,000 ordinary shares a dilution factor of 5.56%


Accounting Period & Publication of Results

The Company’s fiscal year end is March 31st and the deadline for releasing results is five months after the period end for final results and three months for interim results. Nex Exchange Growth Market rules do not require companies to publish an advance timetable specifying actual release dates of results. Without such a timetable, date information is considered market sensitive and therefore not publicly available. Netalogue final and interim results can be viewed on the Nex Exchange Growth Market website www.nexexchange.com or alternatively on this web page. Printed hard copies of final year results are also posted to all registered shareholders.

Market/Shareholder Notices

Annual Reports

Original Prospectus/Offer Document

Recommended Offer by TrueCommerce Holdings

Important Disclaimer

THIS PART OF THE WEBSITE RELATES TO, AMONGST OTHER MATTERS, THE RECOMMENDED CASH OFFER FOR NETALOGUE TECHNOLOGIES PLC (“COMPANY” OR “NETALOGUE”) BY TRUECOMMERCE HOLDINGS LIMITED (“TRUECOMMERCE”) TO BE EFFECTED BY WAY OF A CONTRACTUAL OFFER (THE “OFFER”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT NETALOGUE HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE NETALOGUE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. BY DOWNLOADING AND VIEWING DOCUMENTS ON THIS PAGE, IT WILL BE DEEMED THAT YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER.

ACCESS TO INFORMATION RELATING TO THE OFFER

Please read this notice carefully as it applies to all persons who view this part of the Netalogue website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Netalogue website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the Netalogue website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Netalogue website.

For regulatory reasons, Netalogue must ensure that persons seeking to access this part of the Netalogue website are made aware of the appropriate regulations for the country which they are in. By viewing information relating to the Offer on this part of the Netalogue website, it will be deemed that you have read and understood this disclaimer.

OVERSEAS PERSONS

Viewing or distributing the information contained in this part of the Netalogue website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view the information contained in this part of the Netalogue website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage.

BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

The information relating to the Offer that can be accessed via this part of the Netalogue website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the Netalogue website represents and warrants to Netalogue that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the Netalogue website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

Netalogue shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Netalogue shareholder you should take no action based on the information available on this part of the website. Any action required by Netalogue shareholders in connection with the Offer will only be set out in documents sent to or made available to Netalogue shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those document.

The information contained in this part of the Netalogue website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Netalogue or TrueCommerce.

FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the Netalogue website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of Netalogue’s operations.

These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Netalogue about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.

Such forward-looking statements include statements about the expected effects of the Offer on Netalogue, TrueCommerce and the combined group, the expected timing and scope of the Offer, synergies, other strategic options and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Netalogue or TrueCommerce. Neither TrueCommerce nor Netalogue, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Netalogue website (whether as a result of new information, future events or otherwise) except as required by applicable law.

NOT A PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of the combined group, Netalogue and/or TrueCommerce for current or future financial years will necessarily match or exceed the historical published earnings per share of Netalogue.

RESPONSIBILITY

In relation to any document, announcement or information contained in this part of the Netalogue website, the only responsibility accepted by the directors of Netalogue is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Documents included in this part of the Netalogue website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Netalogue expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Netalogue website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of Netalogue or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about this part of the Netalogue website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE NETALOGUE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH NETALOGUE REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF NETALOGUE’S WEBSITE REPRESENTS AND WARRANTS TO NETALOGUE THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

GOVERNING LAW

This notice shall be governed by, and interpreted in accordance with, English law.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

By accessing documents contained on this website you are demonstrating you have read and understood the disclaimer set out above. You represent and warrant to Netalogue that you intend to access this part of the Netalogue website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities. You agree to be bound by its terms. You confirm that you are permitted to proceed to this part of the Netalogue website and that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of this part of the Netalogue website or parts thereof illegal.

You agree that you will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the Netalogue website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

Key Information

Company Number: 4137677
Incorporated in England & Wales
VAT Number: 771690996
ISN: GB0030196611

Head Office

Netalogue Technologies plc,
Baglan Bay Innovation Centre,
Central Avenue,
Baglan Bay ,
West Glamorgan,
United Kingdom,
SA12 7AX

Registered Office

Netalogue Technologies plc,
Eastcastle House,
27-28 Eastcastle Street,
London,
United Kingdom,
W1W 8DH

Contacts

Shareholder Enquiries

Tel: 0845 222 0350

Registered Office

Netalogue Technologies plc,
Eastcastle House,
27-28 Eastcastle Street,
London,
United Kingdom,
W1W 8DH

Corporate Adviser

Beavis Morgan LLP
82 St John Street
London
EC1M 4JN
Tel: 020 7417 0417

Registrar

Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Tel: 01252 821390