Proposed Acqn/Placing

Mondas PLC 8 September 2000 Mondas PLC ('Mondas or the Company') Proposed Acquisition of DSR Holdings Ltd ('DSR') Placing and Open Offer of 6,305,925 new Ordinary Shares of 10p each at 50p per share and Placing of £3,000,000 nominal of 8 per cent. convertible unsecured redeemable loan stock 2005 at 100p per £ nominal of stock Mondas PLC, the e-business software house specialising in securities and banking markets and internet software today announces the proposed acquisition of DSR, a designer manufacture and supplier of accounting and management information products. * Total consideration of £3.79 million. Payable by £3.31 million in cash and the issue of 964,708 new Ordinary Shares * Placing and open offer by Teather & Greenwood of 6.3 million new Ordinary Shares at 50p per share and placing of £3.0 million nominal of 8% convertible unsecured redeemable loan stock 2005 at 100p per £ nominal of stock * The acquisition of DSR will allow Mondas to deliver a more effective solution to its internet and workflow technologies and derive additional income * The DSR Resource 32000 accounting system is complimentary to Mondas' workflow internet technologies and will provide a more complete solution for its clients needs * Resource 32000 will form the hub of Mondas' accounting system focused on the banking and securities settlement markets Tim Simon, Chairman, said: 'The acquisition of DSR will broaden our product range, add intrinsic value to Mondas' offering to its clients and double the size of the company. Neither company has marketed its products on a wide scale and we now have the opportunity to exploit their potential both on a standalone basis and as an improved and higher value integrated solution.' 8 September 2000 ENQUIRIES: Mondas Plc Tim Simon, Chairman Tel: 01932 334 600 John East & Partners John East Tel: 020 7628 2200 David Worlidge Simon Clements College Hill Matthew Smallwood Tel: 020 7457 2020 Chelsea Allen Mondas PLC Introduction The Board of Mondas plc announces that the Company, has conditionally agreed to acquire the entire issued share capital of DSR, a company whose principal activity is the design, manufacture and supply of accounting and management information software products, mainly for small to medium sized enterprise, for a consideration of £3.79 million, to be satisfied as to £3.31 million in cash and the balance by the allotment and issue of 964,708 new Ordinary Shares. The Company also proposes to raise £5.6 million(net of expenses) by way of the Placing of 6,305,925 new Ordinary Shares, all of which are subject to recall to satisfy valid applications pursuant to the Open Offer at 50p per new Ordinary Share and the placing of £3,000,000 convertible unsecured loan stock 2005 at 100p per £ nominal ('CULS'). Under the AIM Rules, the Acquisition is subject to shareholder approval in view of its size and the Resolutions necessary for the implementation of the Proposals will be proposed at an EGM. It is anticipated that dealings on AIM in the Enlarged Issued Share Capital and the CULS will commence on 9th October, 2000. Information on Mondas When Mondas was formed, it initially provided consultancy and software project work, but its main strategy was the development and marketing of business process management and workflow software, branded as Radica. In October 1996, the Company raised approximately £1.5 million by means of a placing of Ordinary Shares to provide additional working capital and for the marketing of Radica. Its entire share capital was simultaneously admitted to trading on AIM. Radica software licenses have been sold to a number of customers, the most significant being the Radisson Edwardian Hotel Group, Sulzer Infra CBX Limited, ICD Marketing Services Limited (now Experian Limited), Business Links, London City Partners plc and Blackwell Publishers. In November 1998, the Company acquired Reality Communications Scandinavia AS ('Reality'), which designed, marketed and supported Internet, intranet and extranet software solutions based on the IntraLink ST product, mainly for use by large corporations. IntraLink ST licenses have been sold to McCann Erickson, Christiania Markets, the broking subsidiary of Kreditkassen/K- Bank, several Norwegian Local Authorities (Kommunes), Rothmans International Services Limited, BskyB, Fred Oslen Production, London Chamber of Commerce and Industry, the compressor division of Ingersoll-Rand, European Sales Limited; Added Value Group and CIA Medianetwork UK Limited, both subsidiaries of Tempus Group PLC. An Internet consultancy contract was carried out for BBC Worldwide Limited. Mondas PLC The London operations of Reality Communications Scandinavia AS acquired in November 1998, were consolidated into MITL. The Company has a major on-going consultancy and development contract with Brewin Dolphin Securities for project management, legacy migration, application development and integration. A new front office system has been deployed providing stockbrokers with information which can be viewed by individual client, portfolio, holding stock or market segment. Mondas has also developed a system to automate corporate events and actions, and other projects are in progress. Information on DSR History The DSR Group was established in 1983 by Duncan Ritchie, a chartered accountant, who is the direct holder of 30 per cent of the share capital of DSR. Mr Ritchie will retire on the completion of the Acquisition. Mr Ritchie has been involved in the management of the Company for between one and two days a week for some time and has been suffering from ill heath. The DSR Group designs, manufactures and supplies the 'Resource' accounting and management information modular range of products to corporate and public sector clients with typically between 4 and 24 licensed users. The DSR Group currently has over 300 customer sites generating a recurring annual income. The first version of Resource I software was installed in the early 1980s which has evolved to Resource 32000 today. The first customer site of Resource 32000 was installed at the end of 1997. Since its launch the software has been well received in its target market. Historically, the DSR Group has carried out little marketing and in particular it has not recently distributed its products through resellers. The Directors believe that a more pro-active marketing strategy should generate the opportunity for sales growth. Products Resource 32000 is a 32 bit client server Microsoft Windows compatible suite of software covering the major areas of accounting and management reporting including stock inventory, job costing, payroll and time ledgers. Resource 32000, with the exception of the report writer products referred to below, has been written by the DSR Group's own staff. No outside contract staff or third parties are used in the development of the DSR Group's range of Resource products. However, DSR does supply report writer products which are inter-operable under license from IQ Software Corporation Limited. The DSR Group supplied the services which are required to install an accounting and management information system including: * Installation services * Project management * Hot line, modem and special support services * Report writing facilities * Software modifications * Training and software consultancy Mondas PLC Customers DSR currently has over 300 customers using Resource software products with software support contracts, including: * Avon Health Authority * Bae Systems (Aviation Services) Limited * Cadbury International Limited (Ghana) * Good Morning Television Limited (GMTV) * Guildford College of Further and Higher Education * Leeds College of Music * London Arts Board * Royal College of Music * University College London Union (Students Union) Financial Information on DSR The trading results for the three years ended 31st March, 2000 are summarised below: Year ended 31 March 1998 1999 2000 £'000 £'000 £'000 Turnover 1,315 1,456 1,842 Gross Profit 1,240 1,336 1,639 Profit on ordinary activities 253 312 540 before taxation Competition The directors of the DSR Group consider that the principal products which compete with Resource 32000 in its target market including Sage Tetra (Sage Group PLC), Sun Accounts (Sun Systems Limited) and Exchequer (Exchequer Software Limited). However, despite this competitive market place and with limited sales and marketing activities, the DSR Group's audited turnover and pre-tax profitability, have increased year on year for the last three years. Mondas PLC Reasons for the Acquisition of DSR The Directors believe the key components of e-Business include Internet software, workflow technologies and accounting systems. Mondas currently has in-house developed products providing both Internet and workflow technologies, but satisfies its requirement for accounting systems through an alliance with an external supplier. This arrangement usually allows Mondas to deliver an effective solution but entails sharing part of the income derived. With an appropriate product in-house, the Directors believe that Mondas will be better able to control and amend its existing functions and derive additional income. Following completion of the Acquisition of DSR, the Directors believe that the Company will have a combination of in-house designed and developed software products and the skills to implement e-Business solutions - particularly in the securities and banking sector. The Directors believe that the DSR Group has products which will inter-operate with Mondas's existing product range. The Resource 32000 accounting system is complementary to Mondas's workflow and Internet technologies which the Directors believe will enable a 'straight through processing' solution. This means that a transaction initiated via a website, call centre or dealing room could then be managed, from initial capture, through its life cycle to ensure compliance (both with internal procedures and regulatory authorities) through fulfilment and settlement. Throughout the process the relevant accounting entries would be made and at all times information on all such transactions would be available for enquiry via a web browser. The Directors intend that Mondas will use Resource 32000 as the key accounting component in its combined e-Business software offering. It will also form the hub of Mondas's intended development of a banking and securities settlement and investment accounting system. The combination of these technologies, products and skills will open a larger market than that available to them individually. Such systems are designed to generate high added value sales. Details of the Acquisition The Company, is proposing to acquire DSR for a consideration of £3.79 million payable as to £3.31 million in cash with the balance to be satisfied by the issue of 964,708 new Ordinary Shares, which will rank pari passu, in all respects, with the Existing Ordinary Shares. Under the terms of the existing employment contracts with DSR, certain employees of the DSR Group will be entitled to receive a special bonus on completion of the Acquisition amounting in aggregate to £739,895 which is to be satisfied as to £675,357 in cash and as to the balance by the issue of 129,076 new Ordinary Shares. The acquisition is conditional, inter alia, on the approval of shareholders. Mondas PLC Details of the Placing of CULS and of the Placing and Open Offer of new Ordinary Shares The Company is proposing to raise approximately £3.15 million (before expenses) by the issue of the Offer Shares pursuant to the Placing and Open Offer. Accordingly, 6,305,925 new Ordinary Shares have been conditionally placed by Teather & Greenwood subject to Qualifying Shareholders having the right to apply for such shares under the Open Offer at a price of 50p per share free of expenses, pro rata to their existing shareholdings on the basis of: * 1 Offer Share for every 2 Existing Ordinary Shares held at the close of business on 1st September, 2000 and so on in proportion for any greater number of Existing Ordinary Shares then held. An Application Form, containing details of Qualifying Shareholders entitlements to the Offer Shares will be sent to Qualifying Shareholders today. The terms of the Open Offer provide that Qualifying Shareholders who make valid applications for up to and including their maximum pro rata entitlement will be entitled to receive all such Offer Shares. An application to subscribe for Offer Shares may only be made on the Application Form. Each Application Form will be personal to the Qualifying Shareholder(s) named thereon and may not be assigned or transferred other than to satisfy bona fide market claims pursuant to the Rules of the London Stock Exchange. Qualifying Shareholders should be aware that the Open Offer is not a rights issue and that Teather & Greenwood will not attempt to procure subscribers in the market for Offer Shares not applied for on behalf of those Qualifying Shareholders who do not apply for their entitlements. To be treated as valid, completed Application Forms and payment in full must be received by Capita IRG Plc by 3.00p.m. on 2nd October, 2000. The Open Offer is conditional, inter alia, upon (i) the passing of the resolutions to be proposed at the Extraordinary General Meeting; (ii) the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms; and (iii) Admission becoming effective not later than 9th October, 2000 or such later time or date not later than 23rd October, 2000 as the Company, John East & Partners Limited and Teather & Greenwood may agree. The Directors, who in aggregate beneficially own 4,652,786 Existing Ordinary Shares, representing 37.8 per cent of the present issued ordinary share capital, have maximum aggregate entitlements under the Open Offer to 2,326,393 Offer Shares and have irrevocably undertaken not to take up their entitlements, which have been placed firm with institutional and other investors. Mondas PLC The Company is also proposing to raise approximately £3,000,000 (before expenses) by the issue of the CULS pursuant to the Firm Placing. Accordingly, £3,000,000 of CULS have been conditionally placed by Teather & Greenwood at a price of 100p per £1 nominal CULS. The CULS, which bear interest at an annual rate of 8 per cent, payable in equal proportions on 30th June and 31st December in each year, are redeemable, if not converted, on 31st October, 2005 and are convertible into fully paid Ordinary Shares on the basis of 2 Ordinary Shares for every £1 nominal CULS. If the 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 200p 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 net proceeds of the placing of the Offer Shares and the CULS will allow the Company to satisfy the cash element of the consideration for the Acquisition and provide additional working capital resources for the Enlarged Group. Current Trading and Future Prospects Mondas The Directors have been encouraged by trading since the Company's financial year end. The Company's most significant individual client in the securities sector, Brewin Dolphin Securities Limited, continued to implement the Company's application solutions, to migrate legacy systems and increase efficiency. These solutions provide stockbrokers with information which can be viewed by individual client, portfolio, stock or market segment, giving comprehensive client holding information, to improve private client services. The Company also developed a system to automate corporate events and actions, triggering faster response times and managing compliance issues. The Directors anticipate that this product will be deployed by Brewin Dolphin Securities Limited in the near future. A number of new software licence contracts have been won in the UK and Norway with customers such as Ingersol Rand, Added Value Group, CIA Media Network UK and Larvik Kommune, a Norwegian local authority. The Company has also recently entered into two alliance agreements with Netstore PLC, which is one of Europe's largest application service providers and Exchange Data International Limited, which specialises in electronic data feeds for the securities and banking markets. Mondas PLC DSR Since the beginning of the financial year the DSR Group has gained orders with a gross value of over £560,000. This includes 20 new customer sites, primarily in the education sector. The Directors believe that the Acquisition of DSR will substantially enhance the Company's products range and client base and will provide an opportunity for product integration and cross- selling. This, taken in conjunction with the substantial additional scale and resources available to the Enlarged Group leads the Directors to look to the future with confidence. Timetable of Principal Events 2000 Record Date 1st September Latest time for splitting Application Forms in respect of the Open Offer (to satisfy bona fide market claims only) 3.00 p.m. on 28th September Latest time for receipt of Application 3.00 p.m. on 2nd October Forms and payment in full Extraordinary General Meeting 10.00 a.m.on 3rd October Commencement of Dealings 9th October CREST accounts in respect of Offer Shares 9th October credited on Share Certificates in respect of Offer 16th October Shares despatched by
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