Why are Ingenta and VISTA merging? Why now?

• Ingenta and VISTA see a substantial opportunity to provide solutions that unite the print and online world and that can support growing new digital revenues for publishers.

  This merger is driven by the opportunity to deliver a single extended product, with unique publishing capabilities, and combining the software of VISTA and Ingenta's Information Commerce Division. In addition we will be creating a company of scale including the growing businesses of IngentaConnect and PCG.

  The two companies have complementary market experience and skills, with Ingenta specialising in the provision of services for online content while VISTA specialises in the implementation of solutions to manage printed products for publishers. It will enhance the ability of the group to deliver on complex projects spanning the entire range of a publisher needs.

  The purpose of combining these two organisations is to capitalise on our mutual strengths and grow a combined organisation that can meet the needs of our publishing customers in an increasingly complex world.

  Requests by many of our existing customers to provide this more integrated solution have convinced us that now is the right time to make this move.

What is the structure of the deal?

• The deal is a reverse acquisition of Ingenta by VISTA with a stock-for-stock exchange. Ingenta will issue to VISTA shareholders approximately 260 million shares of Ingenta stock valued at £2.6m / US$4.9m (at £1 / US$1.9). In addition, outstanding loans within VISTA to the value of £1.211m / US$2.3m will be converted to Ingenta shares. The group will still hold £2m / US$3.8m (at £1 / US$1.9) of convertible debt which will be redeemed or converted into ordinary shares over the next four years.

When will the acquisition be complete?

• The deal was approved by Ingenta shareholders at an EGM held on 27th February 2007. The new company, Publishing Technology plc, was admitted to the AIM market of the London Stock Exchange the following day under the ticker PTO.

What are the revenues of the combined company?

• Pro forma results indicate annual revenues of £17.5 million (US$33 million) and profitable.

Will there be any additional mergers or acquisitions?

• In the near term, the company will focus on integration. However there are already certain opportunities identified for acquisition that fit our strategy and these can benefit our publisher clients and stockholders. The new Board will pursue such potential investments as component of our strategy though underlying organic growth is a core element of the 2007 plan.

What will be the impact on the VISTA and Ingenta Boards and the operating Executive Boards?

• The Publishing Technology plc Board will be expanded with the addition of George Lossius, CEO of VISTA who will become Chief Executive Officer of the enlarged group, and Alan Moug, CFO of VISTA who will become CFO of the enlarged group. Simon Dessain, CEO of Ingenta, will become COO of the enlarged group. These three executives will sit with the current three non-executives to comprise the plc Board. The executive groups running VISTA North America, VISTA Europe, IngentaConnect and PCG will continue as now under the executive leadership of Brian Gibson, Colin Bottle and Doug Wright respectively.

What will the new organisational structure be?

• George Lossius will be Chief Executive Officer of the enlarged group. Reporting to George will be Brian Gibson as Chief Executive Officer of VISTA North America, Simon Dessain, Chief Executive Officer of Ingenta (in a new role as Chief Operating Officer of the group), Colin Bottle, Managing Director of VISTA Europe, Doug Wright, Vice President IngentaConnect and PCG, and Alan Moug, CFO.

This is a reverse acquisition - but if VISTA is a bigger company, why aren't they acquiring Ingenta?

• By undertaking this reverse acquisition, the enlarged group retains an AIM listing and for VISTA this fulfils its long-term aim of becoming a quoted company. Therefore, due to the relative size of the companies, we have used the reverse acquisition procedure to achieve the dual aims of merging and obtaining an AIM listing.

What product and technology synergies do you hope to achieve by this acquisition? How does it affect the product vision of the company?

• At present, no vendor of technology services is specifically set up to deliver a wholly integrated solution to manage the end-to-end development and sale of online and physical products to the publishing sector. The degree of complex processes within the publishing industry means that generic tools on the market are often not an appropriate solution to the needs of publishers.

  VISTA has 30 years of experience helping publishers with the operation, management and distribution of print products, while Ingenta has 9 years helping publishers increase their revenues through online publication and distribution. VISTA and Ingenta have independently recognised that publishers want to eliminate the historical print/online silos that currently stop publishers from being able to treat print and online publication as a continuum of revenue opportunity.

  VISTA has had extensive experience deploying licensed software on client sites that tightly integrate client back-office systems. Ingenta has extensive experience of providing hosted application services and Ingenta's ICS - Information Commerce System - is a software product that will combine with VISTA's applications to greatly extend the scope of solution that Publishing Technology plc can provide, both as licensed software and as hosted solutions.

  The new VISTA/ICD product will provide an integrated solution which is:

  • designed to meet the unique needs of the publishing industry
  • easily configurable to the highly individual needs of each publisher
  • available on both a licensable basis and as a vendor-hosted ASP service
  • able to provide content management tools and infrastructure to manage both the print and online production streams
  • able to integrate with warehouse and distribution functions for offline (print) delivery and provide controlled access for online delivery
  • able to deal with order entry and renewals for both online and offline products, including sophisticated online licence and access models sold online
  • able to hold a single customer record with sufficient data to drive the relevant processes such as access control, customer service, renewal invoicing, etc.

As an existing Ingenta shareholder, do I need to obtain a new share certificate reflecting the company's new name?

No. Share certificates only need to be updated with the new name when shares are bought or sold. Existing share certificates do not need to be updated.

What is the timeline for integrating the two companies?

• We will start operating as a single business from today with George Lossius as Chief Executive. The 4 operating units of VISTA North America, VISTA Europe, IngentaConnect and PCG will maintain their current focus and operations. Integration of Ingenta's Information Commerce Division (ICD) with the VISTA operations will commence immediately.

The group will have a new name, Publishing Technology plc. When will this change take effect?

• The corporate name, which will be used primarily as our investor identity, will change to Publishing Technology plc after the shareholder approval at the Ingenta plc EGM.

  PCG, Ingenta and VISTA product brand names (including author2reader™, IngentaConnect, Heron and others) will be retained. The evolution of our product branding will be completed over the next 2 months.

What will happen to the current projects in progress?

• All existing contract terms and conditions will be honored. Project staffing and customer service levels will remain the same for both VISTA and Ingenta.

How do you think the group's publisher clients will react to the news?

• We believe our publisher clients will see the opportunities and understand the strong logic for this merger. They will have a stronger vendor and partner who can work with them on a much wider solution set for publishing needs, regardless of the size of the enterprise. In addition, it means they will see introduction of attractive new products from the 2 companies they know and trust and that have shown their ability to deliver.

If a customer has an agreement or service contract with VISTA or Ingenta, will it continue to be honored?

• Absolutely. We do not expect any changes to our service agreements.

Do you anticipate any changes in the VISTA or Ingenta support structure?

• No, the existing VISTA and Ingenta support structures will remain in place.

If a customer has been dealing with his/her client/account manager, will this change?

• VISTA, ICD, IngentaConnect and PCG clients can all continue to call their current client/account manager for information. We will be merging VISTA and ICD publisher operations and over time we will train these (and all staff) to be able to articulate the capabilities and benefits of our merged solution.

If a customer is currently reviewing a quote, will the pricing remain the same?

• Yes, open quotes are valid according to their stated terms and conditions.

Whom should I contact to answer any immediate questions relating to this announcement?

• Investor Relations Contact
  Richard Evans / Tom Nutt
  The Communication Group plc
  +44 20 7630 1411
• Trade Press Contact US
  Morayéa Pindziak, US Marketing Manager
  morayea.pindziak@publishingtechnology.com
  +1 732-563-9292
• Trade Press Contact UK
  Charlie Rapple, UK Marketing Manager
  charlie.rapple@publishingtechnology.com
  +44 1865 397860