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