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13 Feb 2014

Stephenson Harwood advises on Incadea Plc's acquisition and placing


International law firm Stephenson Harwood LLP has advised incadea plc, a leading provider of enterprise software and services to the global automotive dealership industry, on the acquisition of RC Real Business Solutions GmbH ("RCRBS") for €12.5 million in cash (the "Acquisition") together with an associated placing by the Company's nominated adviser and joint broker, Cenkos Securities plc, of 11,100,000 Ordinary Shares at a Placing Price of 104 pence each to raise £11.5 million before expenses (the "Placing"). N+1 Singer is also acting as joint broker on the Placing.

The proceeds of the Placing will be applied in part to fund the Acquisition, with the balance used to support incadea's new product development based on Microsoft Dynamics AX and also to act as working capital for the enlarged group. The balance of the RCRBS purchase price is being met from a €5 million tranche drawn under an Amended and Restated Bank Facility Agreement with Citibank N.A. (London branch), the terms of which Stephenson Harwood also advised upon.

The RCRBS business develops and sells the German version of incadea.engine, a Dealer Management System designed for car dealers in particular which enables them to optimise their internal processes and workflows. RCRBS has over 50 yearsexperience in the middle market business in Germany and serves more than 12,500 users via 1,400 outlets. The majority of RCRBS' customers are dealerships and it has an installed base at General Motors (Europe) (Opel), BMW, VW, PSA and Renault dealerships.

The acquisition of RCRBS will provide incadea with a direct presence in Germany, Europe's single largest automotive market, and is representative of incadea's strategy (since it was admitted to trading on AIM in May 2012) of augmenting organic growth through selective acquisitions, in order to increase its direct sales routes and international presence. Stephenson Harwood has been delighted to have advised new AIM client incadea plc on this key next stage in the Company's development.

Commenting on the Acquisition and Placing, Duncan Stiles, partner and head of the corporate finance group at Stephenson Harwood, said "We are extremely pleased to have advised incadea on this transaction. The automotive industry is Germany's most important economic sector and so with this Acquisition being vital to incadea's continued successful expansion, we are delighted to have been able to advise the Company not only on the corporate finance aspects of the deal but also from a financing perspective".

Werner Leinauer, CEO of incadea, commented: "We have received excellent and committed support from Stephenson Harwood throughout this transaction and we particularly appreciated their ability to advise on all key aspects of the deal whether related to the Acquisition, Placing or our bank facilities".

The Stephenson Harwood corporate finance team was led by incadea relationship partner Duncan Stiles, with Guy Morgan and Tom Page assisting; while the finance advice was led by partner James Linforth assisted by Hannah Jones. Citi were advised by Clifford Chance partner James Boswell.



Duncan Stiles

Duncan Stiles

T:  +44 20 7809 2163 M:  +44 7768 122 740 Email Duncan | Vcard Office:  London


Andrew Rieley
Head of communications

T: +44 20 7809 2886
Email Andrew

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