Acquisition & Trading Update
Mondas PLC
24 November 2005
Mondas plc
('Mondas' or 'the Company')
ACQUISITION OF BLUE CURVE LIMITED
AND TRADING UPDATE
Mondas plc, the specialist provider of software solutions to the banking &
securities and education markets, is pleased to announce the acquisition of the
entire share capital of Blue Curve Limited ('Blue Curve'), a supplier of
software solutions to financial institutions, for a maximum consideration of £3
million, to be satisfied by the issue of Mondas ordinary shares.
Blue Curve's software provides customers with the ability to manage financial
data, create complex content, manage workflow processes and distribution of
content across a wide variety of channels. Its solutions are used by both
investment management and investment banking companies to ensure compliance
with financial and legal regulations and to improve many complex financial
information processes, such as those involved in creating and distributing
financial research, corporate finance documents and sales and marketing
material.
Blue Curve's customers are leading financial firms in the UK and Europe. The
Blue Curve solution is complementary to the Radica CAPS solution marketed by the
Company and, since there is no overlap in the respective customer bases, the
Mondas directors believe that opportunities exist for cross selling both
solutions across an enlarged international customer and prospect base.
The maximum consideration of £3 million comprises:
a) an initial consideration of £925,000, satisfied by the issue of
5,606,060 new Mondas ordinary shares at a price of 16.5p per share; and
b) deferred consideration of up to £2,075,000, based on Blue Curve's revenues
for the year ending 31 December 2006, after deducting any shortfall
adjustment, at the rate of twice the excess above a minimum revenue of
£1.15 million. The shortfall adjustment is defined as 1.5 times the amount
by which Blue Curve's revenues for the year ending 31 December 2005 fall
below £925,000. The deferred consideration is to be satisfied by the issue
of up to a further 12,205,882 new Mondas ordinary shares, issued at the
higher of 17p per share and a discount of 10 per cent. to the mid market
price of a Mondas ordinary share on the date of the announcement of
preliminary results for the year ending 31 December 2006.
With effect from 1 January 2006 Mondas will be changing its year-end to 31
December. Its board believes this will align the Company's timetable better
with those of its customers in the banking sector, as well as assisting with the
integration of Blue Curve.
For the year ended 31 December 2004, Blue Curve made a gross profit of £944,000
on sales of £979,000 and incurred a loss after taxation of £91,000 having paid
interest of £92,000 on its debt. It is being acquired on a debt-free basis.
Mondas' directors believe that considerable opportunities exist to exploit
synergies between the two companies and to eliminate duplicated overheads.
Further background and financial information is set out in a circular, which
will be issued to shareholders shortly.
The acquisition gives rise to certain considerations under the City Code, in
view of the fact that the vendors may, in the event that the maximum deferred
consideration is paid and Foresight Technology VCT plc ('Foresight') converts
its holding of £900,000 of the Company's convertible unsecured loan stock into
Mondas ordinary shares, hold in excess of 30 per cent. of the then enlarged
issued share capital of the Company. Bernard Fairman, a director of Mondas, is
also a director of Foresight, a major shareholder in Blue Curve. Accordingly,
he has taken no part in the deliberations of the board regarding the
acquisition.
Under the AIM Rules, the acquisition of Blue Curve is a related party
transaction as Foresight is a substantial shareholder of the Company. The
independent directors consider, having consulted with John East & Partners
Limited, that the terms of the acquisition of Blue Curve are fair and reasonable
insofar as the shareholders of Mondas are concerned.
An EGM will be convened shortly in order to obtain the required shareholder
approvals. The acquisition is therefore conditional upon the appropriate
resolutions being passed and admission to trading on the AIM Market of 5,606,060
new Mondas ordinary shares.
Current Trading
For the six months ended 31 October 2005, the Company's revenues are lower than
the comparative period last year, due to project slippages within the Banking &
Securities division. This has been partially offset by revenue growth within the
Resource division, following an increased level of new name sales. Operating
costs have been reduced, including a significant reduction in restructuring
charges. Consequently, the group is expected to incur a lower loss before tax
than that for the comparable period last year.
The dynamics of Mondas' business mean that its ability to meet market
expectations will depend largely on its ability to win significant licence deals
from new and existing customers within the Banking and Securities division.
Mondas has historically had a significantly better second half compared to the
first half. As a result of the change in the Company's year-end, this expected
improvement will fall into the new financial year.
With the acquisition of Blue Curve, and the integration of Eclipse Learner
Systems Limited, which was acquired on 11 October 2005, Mondas is achieving the
critical mass necessary to enable it to produce consistently better results and
its directors look forward to a positive outcome for 2006.
Jarlath McGee, Chief Executive of Mondas said:
'This acquisition is a key element in creating critical mass within the Banking
& Securities division and complements our product offerings to the investment
management market. The dynamics of the business models shared by the two
businesses will make integration relatively simple and we expect to deliver
value to shareholders within a short time. Blue Curve has a very strong brand
and we will seek to capitalise on this. We continue to actively pursue similar
value opportunities within both business units.'
Mark Robertson, CEO of Blue Curve Limited, said:
'This deal strengthens Blue Curve's position within the financial markets,
giving us the resources we need to serve our customers better and to take
advantage of the many opportunities that exist for our software. By combining
our efforts with Mondas, we aim to become a major force in the financial
software marketplace.'
24 November 2005
Enquiries:
Mondas plc Tel: 020 7392 1300
Jarlath McGee, Chief Executive
College Hill Tel: 020 7457 2020
Matthew Smallwood/Clare Warren
This information is provided by RNS
The company news service from the London Stock Exchange