Milamber Blog

INTELLEGO HOLDINGS PLC (‘Intellego’ or ‘the Company’) – Acquisition of Digital Learning Marketplace

The Board of Intellego, the AIM traded digital learning business, is delighted to announce it has entered into a non-binding memorandum of understanding (“MOU”) to acquire an investment in the Digital Learning Marketplace (“DLM”) project from Milamber Limited. There are two phases; development and commercial exploitation.

Development – the DLM is being built as a revolutionary new learning platform intended to allow Corporations, SME businesses, and professionals to access their day-to-day and future learning requirements with the goal of helping them improve their business performance.  The Directors of Intellego believe that the DLM will be the first source of truly personalised learning giving users the ability to create their own focused courses in affordable blocks, built from materials supplied by a diverse range of providers.  It will enable the owners of learning content to trade and monetise their learning assets.  Participants in the project include Pearson Education (19%) and Ashridge Business School (6%).  The DLM is designed to have global appeal, with engaging content available in small “bite-sized” units that are easily accessible, and affordable.

The Consortium partners will (pro rata to their respective interests in the project) receive a £740,272 grant from the UK Government’s Technology Strategy Board (TSB) (“Grant”), such is the importance of digital learning to the future education needs within the UK, to provide funds to help the Company finance the development of the DLM platform. The Consortium partners have agreed to match-fund the Grant giving the project a total investment of £1,498,224.

Commercial exploitation – the DLM is expected to be fully operational in 2013, in the interim there will be limited scale commercial trials and testing.

The proposed arrangements comprise an initial investment of up to £160,000 to secure a majority interest in the project during the two year development stage followed by Intellego’s option to maintain this interest into the exploitation stage.  If for any reason Intellego decides not to exercise the option then Milamber has undertaken to buy-back the Interest from Intellego for an amount equal to Intellego’s investment save for the first payment of £40,000.

Milamber, in which Andy Hasoon is a 21% shareholder, (Intellego’s CEO and Director) owns a 6.86% interest in Intellego (40,000,000 ordinary shares of 0.05p).  Accordingly, the transaction is a Related Party Transaction as defined by the AIM Rules.

The independent Directors of Intellego (being all the Directors with the exception of Andy Hasoon) having consulted with the Company’s Nominated Adviser, consider that the terms of the MOU are fair and reasonable insofar as the Company’s shareholders are concerned.

Angus Forrest, Chairman of Intellego said: “The investment in the DLM is our first major transitory move into being a pure digital learning provider. We are excited by the opportunity, that Andy Hasoon has brought to us, which has the potential to transform Intellego into a global player, and consider that the transaction provides a structured approach for Intellego Shareholders to participate in that opportunity”.

Andy Hasoon, CEO of Intellego said: “As the education market aligns ever more closely with online content and learning, the DLM has created a strategy which will ensure it remains the leader of this exciting and revolutionary step change. We promise our customers around the world that we will provide the most comprehensive, relevant and enjoyable learning experiences available.”

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For further information:

Intellego Holdings plc

Angus Forrest, Chairman                                                                           020 8977 8744

Andy Hasoon, CEO

Beaumont Cornish Limited (Nomad)                                                     020 7628 3396

Roland Cornish

Rivington Street Corporate Finance (Broker)                                       020 7562 3357

Jon Levinson

Allenby Capital Limited (Broker)                                                             020 3328 5656

Nick Naylor / Nick Athanas

Leander (Financial PR)                                                                             07795 168 157

Christian Taylor-Wilkinson

NOTES TO EDITORS

About Intellego

Intellego is a digital learning company which specialises in the provision of productivity improvement, compliance and process change using training to provide the solutions.  The appropriate solution may be digital learning or instructor lead, or blended learning a mix of the two, to regulated industries and distributed workforces.

London 3rd May 2011 released at 7am:

Intellego Holdings plc
(‘Intellego’ or ‘the Company’)

ACQUISITION and DIRECTORATE CHANGE

The Board of Intellego, the AIM traded regulatory and compliance focused, digital learning business, is delighted to announce it has acquired PIXELearning Limited (‘PIXEL’), a gamification, or serious games and immersive learning simulations company from Milamber Investments Limited.

‘Gamification’, the process of applying serious gaming techniques to the workplace, is set to become a mainstream approach in large organisations, according to analyst firm Gartner as more than 70% of the Global 2,000 will use ‘gamification’ or serious games for at least one aspect of their organisation by 2014.

PIXEL established in 2003, has developed and owns proprietary technology called ‘Learning Beans’ which is used in-house to rapidly create ‘rich’ engaging and effective immersive learning simulations.

Recently, PIXEL has developed a library of ‘Off the Shelf’ products such as The Business Game, The Finance Game, The Entrepreneurship Game and the internationally acclaimed Diversity game called ’Makrini’.

PIXEL’s annual revenues have historically been from bespoke projects, with highest revenues of £527,279 in the year to 28 February 2009. In the year to 28 February 2011 PIXEL had revenues of £208,274 and an EBITDA loss of £57,000 and net liabilities of £32,000. PIXEL is moving increasingly to a business model focussed on selling ‘off the shelf’ library products via subscription and pay as you go revenue generation models. It has distribution arrangements in place in the UK and USA. The Directors believe that Intellego’s established corporate client base will accelerate sales in the UK market.

PIXEL sells to a range of large corporations in the UK and North America and its customer list includes a major oil company, manufacturer of computers and related products as well as consultancy and accounting practices.

The initial consideration is £160,000, to be satisfied by the issue of 40,000,000 new ordinary shares at a price of 0.4 pence per share (“the New Ordinary Shares”) with further issues dependent on performance after the end of the year to 28 February 2012 and 2013. The maximum total consideration is £1,100,000 to be satisfied in each case by the issue of new Ordinary Shares at 0.5 pence per share.

Application will be made for the New Ordinary Shares, which will rank pari passu with all existing ordinary shares, to be admitted to trading on AIM. Admission is expected on or around 9 May 2011. Following Admission, the enlarged share capital of the Company will be 431,446,682.

At completion Andy Hasoon, a director of PIXELearning Ltd, will be appointed an executive director of Intellego. Andy Hasoon, 39 has been involved in training since 1994, in 1999 he set up Courseleader.com, a business which specialised in IT training and in 2003 founded 50 Lessons, which was acquired by Skillsoft.com in 2011.

Andy Hasoon said ‘There is considerable opportunity to grow both the PIXEL and Intellego businesses organically and through M&A activities. The elearning market is highly fragmented and I have been invited on to the Intellego Board to help execute that strategy.’

Commenting Angus Forrest, Chairman of Intellego, said ‘ This acquisition will advance Intellego’s development as a top end digital learning business differentiating its offering from competitors , introducing new customer opportunities and generating income from the company’s own intellectual property.

We are pleased Andy Hasoon is joining the Board, as he will increase the Company’s experience and contacts within the learning sector.

We are reviewing other acquisition opportunities and if we are able to agree terms expect to make further announcements in the next six months.’

New director

Andrew (Andy) Saad Mawfek Hasoon is 39. He has held the following directorships in companies or partnerships in the past five years:

Current
Milamber Group Limited
Milamber Investments Limited
Milamber Limited
Milamber Digital Limited
Milamber Media Limited
Vivoly Limited
PIXELearning Limited
The Serious Sales Games Limited

Past:
Soundbridge Group Limited
Soundbridge (UK) Limited
Soundbridge Media Limited
Escrow 150812 Limited
Fifty Lessons Limited
Fifty Lessons (North America Distribution) Limited
LES50NS Limited
LES50NS (Productions) Limited
LES50NS (North America) Limited
LES50NS (Intellectual) Limited
LES50NS (North America Distribution) Limited
NetMedia Digital Media research and Practice Limited
Milamber Consulting Limited
WeWin Media Limited
Global Professional Publishing Limited

Soundbridge Asia Limited
Insight Learning Media Limited
Soundbridge International Inc
Soundbridge US LLC
Truman Company Inc
50 Lessons LLC

The following two companies were put into administration within two years of Mr Hasoon resigning as a director: IHD (2001) Limited from which he resigned in April 2002 and which went into creditors voluntary liquidation in September 2002; and CourseLeader UK Limited, where he ceased to be a director from June 2001 and which went into creditors voluntary liquidation in May 2002. Both companies are now dissolved.

No other disclosures are required under the AIM rules.

As a result of the acquisition the parent company of Milamber Investments Ltd, Milamber Group Limited, in which Andy Hasoon owns 30% of the ordinary shares, will hold 40,000,000 Ordinary Shares, representing 9.2 % of the Company’s enlarged share capital.

Andy Hasoon has agreed to provide his services as follows: under a service agreement between the Company and himself he will serve as a Corporate Strategy Director for a minimum of 7.5 hours a week, with six month’s written notice at a basic salary of £15,000 per annum; and under a consultancy agreement between the Company and Millamber Investments Limited he will provide services to include the provision of strategic direction, tactical planning, and digital learning product for a minimum of twenty nine and a half hours a week, with six month’s written notice, for a fee of £60,000 per annum exclusive of VAT.

For further information:

Intellego Holdings plc
Angus Forrest
Tel. 020 8977 8744

Beaumont Cornish Limited
Roland Cornish
Tel. 020 7628 3396

Rivington Street Corporate Finance Limited
Jon Levinson
Tel. 020 7562 3357

About Intellego

Intellego specialises in the provision of productivity improvement, compliance and process change using training to provide the solutions. Focus areas include published and bespoke elearning and training for retail, pharmaceutical and financial services industries.

Gartner release:
https:www.gartner.com/it/page.jsp?id=1629214

This article just got puplished www.silicon.com and is confirming the trend that the use of Games and Simulations are already part of the planning process and over a relatively short period of time will be implemented into mainstream use within organisations.

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Gamification will be used by most large organisations by 2014, says Gartner

Gamification, the process of applying gaming techniques to the workplace, is set to become a mainstream approach in large organisations, according to analyst firm Gartner.

According to Gartner, more than 70 per cent of the 2,000 largest global concerns will use gamification for at least one aspect of their organisation by 2014.

Brian Burke, an analyst at Gartner, said gamification could be applied to “innovation, marketing, training, employee performance, health and social change” in these organisations.

The report also predicted that half of organisations that have a formal process for generating ideas will use gamification by 2015.

One such organisation highlighted in the report was the UK’s Department for Work and Pensions, which created an innovation game called Idea Street. It is a social-collaboration platform, containing game mechanics including points, leaderboards and a “buzz index”, which was created to encourage the ministry’s 120,000 members of staff to contribute to the generation of ideas.

Within 18 months, the game had generated 1,400 ideas from 4,500 users, with 63 of these ideas actually being implemented, according to Gartner.

Burke advised CIOs and IT planners to play a leading role in evaluating the potential for gamification in their organisation. He added that they should educate their business counterparts on the possibilities presented by gamification.

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If you need advise on Gamification got to our new subsidiary www.PIXELearning.com

(London: 14 April 2011): PIXELearning (PIXEL), a global leader in business simulations and games-based learning in the e-learning marketplace, has been acquired by Milamber Investments in a cash and share deal.

The company provides custom as well as off-the-shelf games and immersive learning services to blue chip customers, business schools and colleges.

Investors in PIXEL include regional VC fund Advantage West Midlands and loan fund Advantage Transition Bridge Fund. Both, along with others, will become shareholders in Milamber Group.

Andy Hasoon, CEO of Milamber Group, joins the PIXEL board. Richard Smith remains CEO of PIXEL and will continue to spearhead the growth of the company.

Richard Smith says, ”We have been working with Milamber since April 2010 when I took over as CEO of PIXEL. During that time we have made significant progress to move from a bespoke serious games and immersive simulations company to having a suite of products that are also off-the shelf such as PIXEL’s finance, business, entrepreneurship, sales and leadership simulations, plus ‘must have’ products such as our ‘diversity’ and ‘data security’ simulations – we plan to make many more over the coming years”.

In addition, says Smith,  “We have put in place development and distribution arrangements with companies  such as Reality Works, Global Novations and Pearson Education. Teaming up with Milamber gives us the ability to take the next step in our growth.”  

Headquartered in the Serious Games Institute at Coventry University’s Technology Park, PIXELearning has pioneered the application of computer games and simulation techniques to create world-class technologies and tools for education, training and marketing communications in the corporate environment.

PIXELearning has an excellent track record in developing innovative solutions to business learning issues. Recent examples include the creation of a new recruit induction programme for KPMG and an online game for HP to help employees understand good practices for data security. Its client list includes 3M, PriceWaterhouseCoopers, Shell, Comcast, and CocaCola.

Milamber is already working to bring access to capital, management resources, and scale to PIXEL’s product portfolio. Says Hasoon, “We have the expertise and experience to build a global distribution footprint and access content and development partners who can help grow this business significantly”.

Notes for editors

For further information contact:

Andy Hasoon, Milamber Group Ltd

Email: andy.hasoon@milambergroup.com

Tel: +44 (0) 247 623 6971

(London, 10 March, 2011): The Milamber Digital Consortium has secured a substantial grant from the Technology Strategy Board to build a next-generation Digital Learning Marketplace (DLM) on which to develop and test-drive a number of state-of-the-art innovations in the use of metadata.

The grant was awarded following a successful application to the Technology Strategy Board’s “Metadata – Increasing the Value of Digital Content” funding competition.

The Consortium consists of Pearson Education, Milamber , Redtray, 2SMS, Lifecycle Software, Ashridge Business School and Warwick University.

The aim of Milamber Digital is to create a platform to help increase the value of business learning content to creators, publishers and consumers by making such material more accessible and useable. A key goal is to render digitized learning content into standards-compliant formats for mobile delivery in an app store type model.

“What’s stopping publishers from unlocking the full potential of their learning assets?” asks Andy Hasoon, CEO of Milamber and leader of the Consortium. “A babel of formats, protocols and platforms that do not talk to each other”, he says. And, he adds, “the difficulties of protecting intellectual property….and getting paid”.

The member companies of the Consortium are charged with developing a set of tools to deal with these and other roadblock issues, including:

• A set of extensible translation modules to allow content using various proprietary metadata formats to conform to common internet formats based around recognized standards.
• Support for digital watermarking and fingerprinting of multimedia assets to allow tracking of intellectual property rights  even when content is broken down and repackaged.
• Provision of reliable semantic search by exploiting detailed metadata, meaning that a DLM user can quickly find relevant material and create tailor-made training content with ease.
• Developing a licensing and rights registry for IP. This will allow owners to submit metadata for ownership and licensing rights in the DLM as well as the tracking, billing and payment of appropriate royalties to content owners.

The total cost of the project is £1,476,000 and the £737, 000 Technology Strategy Board grant is payable over an eighteen month period for delivery against Consortium defined milestones.

The Milamber Digital project begins on 1^st May 2011.

End

Note to editors

The Technology Strategy Board is a business-led government body which works to create economic growth by ensuring that the UK is a global leader in innovation. Sponsored by the Department for Business, Innovation and Skills (BIS), the Technology Strategy Board brings together business, research and the public sector, supporting and accelerating the development of innovative products and services to meet market needs, tackle major societal challenges and help build the future economy. For more information please visit www.innovateuk.org.  

1) Capsule para:

The goal of the DLM is to enable educational publishers to increase the value of their content by developing and deploying key innovations in metadata use. These include searching for content in disparate formats, managing rights and paying royalties.

For further information contact:

Andy Hasoon, Milamber Group Ltd

Email: andy.hasoon@milambergroup.com

Tel: +44 (0) 247 623 6971

Here is the article that TSB released to announce the overall funding for the competition.

http://www.innovateuk.org/content/press-release/new-research-and-development-will-address-challeng.ashx

Here is part of the Press Release – you can find the full release at:

http://www.skillsoft.com/about/press_room/press_releases/February_15_11_50Lessons.asp

NASHUA, N.H., February 15, 2011 – SkillSoft, a leading SaaS provider of e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses, today announced the acquisition of the assets of 50 Lessons Limited, a provider of leadership video content that helps organizations around the world develop their employees by leveraging the power of story-based lessons. SkillSoft intends to market this video content under the 50 Lessons brand name as a distinct SkillSoft content collection that can be licensed standalone or fully integrated with SkillSoft’s Leadership Development Channel. The terms of the acquisition were not disclosed.

The 50 Lessons Library, comprising over 1,000 video business lessons from over 200 world-class business leaders, is an important tool for companies looking to develop and deliver highly engaging and effective leadership programs. Many of the speakers featured in the 50 Lessons Library are well-known, C-level executives from around the globe including Jimmy Wales, founder of Wikipedia, Prof. Clayton Christensen of Harvard Business School, Anders Dahlvig from IKEA, and Neville Isdell from the Coca-Cola Company.

“50 Lessons naturally complements SkillSoft’s Leadership Development Channel by adding the element of story-telling, which is considered by many to be a very effective and engaging technique for broadening business perspective,” said John Ambrose, SkillSoft’s senior vice president of strategy, corporate development and emerging business. “More and more organizations are recognizing the obvious benefits of video as a tool to engage and inspire their global workforces.”

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On a personal note I just wanted to say, ‘Well Done!’ to Matt Burr for his commitment over the past 18 months in leading the company as CEO and working extremely hard to get this deal executed.

50 Lessons on the electronic billboard’s of Times Square!

50 Lessons in Times Square, NYC