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
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