Loan Stock Amdmnt & Placing

Mondas PLC 07 August 2006 Mondas plc ('Mondas' or 'the Company') Proposed amendment to 8.75% convertible loan stock 2007 ('CULS') and Placing. Mondas plc, the AIM listed Financial Markets software specialist, has today announced details of a proposed amendment to the terms of its existing CULS to extend its redemption date, enhance the conversion rights and reduce the annual coupon payable. At the same time the company has announced details to raise £1,000,000 through a placing of additional CULS on the amended terms Background and reasons for the Proposed Amendments and the Placing The CULS are due for redemption on 31 October 2007. Although the Company is trading well, following improving trading conditions in the financial markets and the recent acquisitions of Eclipse and Blue Curve, the Mondas directors believe that the Company may not have the necessary financial resources available to redeem the CULS in 15 months' time. It is clearly desirable to eliminate any uncertainty caused by this situation and, accordingly, the Mondas directors propose to amend the terms of the CULS as set out below. The Mondas directors believe that this, together with the proposed placing, will strengthen the Company's financial position, particularly when it are being evaluated as a vendor of large and complex systems to the financial sector. The proposed amendments to the terms of the CULS, together with the net proceeds of the placing of Additional CULS, which amount to approximately £0.92 million after expenses, will allow the Company to expand its sales and marketing capability, to continue product development, to provide working capital and to take advantage of the growth opportunities presented to it. Current trading and reasons for funding The return of confidence in the financial markets has increased demand for Mondas's products. This has been demonstrated by an increased level of contracts with new and existing customers, a shortening of sale cycles and a sales pipeline which is both growing in value and increasing in quality. Since the start of January, Mondas has sold new systems to Panmure Gordon, JM Finn, and Brewin Dolphin Securities. More recently, the Company has announced a significant contract with a major global bank based in the UK. Furthermore, it has made its first US sale to Ferris Baker Watts, for an application service provider ('ASP') model of its Blue Curve research management product. This system went into live production in June 2006. The Business Systems Division, which sells applications to the education sector, has concluded contracts with three colleges and nine schools as new users for its Resource 32000 accounting software solution, which add to its existing user base of approximately 150 education sector users. This represents approximately 25 per cent. of Colleges of Further Education in the UK. This division benefits from approximately £1.4m of contracted recurring support revenue and has traditionally enjoyed strong cash flows. These improving trading conditions and profitability across all divisions have enabled Mondas to make a small profit in the six month period ended 30 June 2006 after interest. The Company continues to trade broadly in line with internal expectations. Mondas directors have identified opportunities for growth which they cannot currently fully exploit due to financial resource constraints. These include but are not limited to: • the delivery of further financial sector products through the ASP model. This delivery model should allow the Company to address new markets with both existing and future products; • local resources to take advantage of the strengthening US pipeline of business both from new and existing customers. The US market has shown itself to be receptive to Mondas' financial sector products and appears to have growth potential; and • an increasing customer requirement for web-based technology within the Business Systems Division, which demands further investment in this area to remain competitive and to build on the increasing market share established by this division. Furthermore, the Company is committed to growth, not only organically, but by acquisition. In order to deliver this growth, the Mondas directors believe that investment in repositioning and rebranding the company as an acquirer and developer of software businesses will support that commitment. As the Company grows through the success of its existing divisions and the successful acquisition of further businesses, it needs to invest in infrastructure and programs to support that growth. The Proposed Amendments to the terms of the CULS The principal amendments are as follows: 1. the amendment of the redemption date of the CULS from 31 October 2007 to 31 October 2011; 2. the amendment, with effect from but not including, 31 August 2006, of the rate of the interest from 8.75 per cent. to 8 per cent.; and 3. the enhancement of the conversion rights from two ordinary shares for every £1 nominal of CULS to four ordinary shares for every £1 nominal of CULS and the inclusion of appropriate adjustments to the conversion rights in the event of a bonus issue or rights issue. The Placing The Company has conditionally raised £1,000,000 (before expenses) by the issue of a tranche of additional CULS which have been placed by Teather & Greenwood at a price of 100p per £1 nominal of additional CULS. The additional CULS have the same terms as those of the CULS as amended by the proposed amendments. The CULS bear interest at an annual rate of 8 per cent., payable in half yearly installments on 30 June and 31 December in each year, are redeemable, if not converted, on 31 October 2011 and are convertible into fully paid Ordinary Shares on the basis of four Ordinary Shares for every £1 nominal of CULS. If the mean average of the closing bid price of an Ordinary Share as shown in the Daily Official List of the London Stock Exchange for a period of at least 30 consecutive days is 100p or more, the Company is entitled to require a holder of CULS to convert all or part of his holding of CULS into fully paid Ordinary Shares on the basis set out above. The Placing is not being underwritten. Application will be made for the Additional CULS to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Additional CULS will commence on AIM on 31 August 2006. In addition to the placing of Additional CULS described in this document, the Company proposes to issue, conditional, inter alia, on the passing of the resolutions at the EGM and on Admission, the 406,250 new ordinary shares at 16p per share, which will raise £65,000 for the Company before expenses. These are being issued to certain subscribers of additional CULS, to enable their subscriptions to qualify under the Venture Capital Trust Scheme. The new ordinary shares are being issued under the Company's existing authority under Section 89 of the Companies Act 1985. Application will be made for the new ordinary shares to be admitted to trading on AIM and it is expected that admission of the new ordinary shares and trading in them will commence on AIM on 31 August 2006. City Code Foresight Technology VCT plc has undertaken not to convert any number of CULS to the extent that to do so would create any obligation on it or any member of the concert party (comprising itself, Trivest VCT plc, Mark Robertson and John Macdonald) to make an offer for the Company under Rule 9 of the Takeover Code. Taxation Confirmation has been received from HM Revenue and Customs ('HMRC') that for Venture Capital Trust Scheme purposes, after the issue of the Additional CULS, they will comply with the requirements of Schedule 28B ICTA 1988. HMRC has also confirmed that the shares to be issued on conversion will be eligible shares and the Additional CULS to be issued will be qualifying loan stock for VCT purposes. HMRC has further confirmed that for Enterprise Investment Scheme purposes it would be able to authorise the Company to issue the requisite certificates to Shareholders in respect of shares to be issued upon receipt of a satisfactorily completed form EIS 1. It is understood that the proposed amendment to the conversion rights may result in any shares obtained as a consequence of the conversion of the CULS not constituting a qualifying holding of a Venture Capital Trust. 7 August, 2006 ENQUIRIES: Mondas PLC Tel: 020 7392 1300 Jarlath McGee College Hill Tel: 020 7457 2020 Alex Walters Matthew Smallwood Mondas Plc: Mondas' Financial Markets Division focuses on delivering asset-servicing solutions for global corporate actions processing, financial research and client reporting and the management of new issues and placings. Its key products include Radica CAPS, Signal and Venture and the Blue Curve suite of products. Blue Curve Blue Curve designs, builds and deploys enterprise solutions which improve the production and distribution of complex financial documents. Founded in London in 1995 and acquired by Mondas in 2005, the company now has offices in the UK and the US and serves customers throughout Europe, Africa and North America. Blue Curve is the recognised leader in software applications which improve the production and distribution of investment research, and is a major operator in the growing investment management research and client reporting markets. For more information, see http://www.bluecurve.net This information is provided by RNS The company news service from the London Stock Exchange
UK 100