Disposal of Cyntergy
Clarity Commerce Solutions PLC
02 May 2008
Clarity Commerce Solutions
Disposal
2 May 2008
Clarity Commerce Solutions plc
Successful disposal of non-core services business
Clarity Commerce Solutions plc (AIM: CCS, 'Clarity' or the 'Company'), a leading
supplier of mission critical transaction processing solutions, is pleased to
announce that it has successfully disposed of one of its non-core services
businesses.
The Company announced the results of its strategic review on 7 April 2008, where
it indicated it would undertake a small operational restructuring, as well as
seek to divest itself of two non-core service businesses.
Cyntergy Services Limited ('Cyntergy'), which provides help desk and training
services to a wide variety of retail, leisure and software companies throughout
the UK and mainland Europe, has been sold to Lumos Services Limited ('Lumos').
The maximum consideration receivable by the Company for the disposal is
£1,000,000 payable entirely in cash. Of this sum, £400,000 has been paid on
completion with a further £100,000 payable within twelve months. The balancing
consideration, of up to £500,000, arises in respect of training or help desk
business introduced by Clarity to Cyntergy in the three year period following
completion. The exact sum payable will be calculated annually as a proportion of
agreed gross profits generated on business introduced to Cyntergy for the
succeeding twelve months of any such new contract introduced. Such additional
sums would be payable to Clarity shortly after each anniversary of completion.
Peter Walker, a previous Executive Director of Clarity, owns 27.5% of Lumos and
is a Director of that company. Further Tim Bittleston, a previous non-executive
Director of Clarity, owns 4.5% of Lumos. As Messrs Walker and Bittleston have
both been directors of Clarity within the last 12 months, and together control
more than 30% of Lumos, this transaction is deemed, for the purposes of the AIM
Rules, to be one with a related party. In accordance with the AIM Rules the
Directors consider, having consulted with the Company's Nominated Adviser, that
the terms of the transaction are fair and reasonable insofar as Shareholders are
concerned.
For the financial year ended 31 March 2007, being the last statutory accounts
prepared for the disposed company, Cyntergy reported profits on ordinary
activities before tax of £230,000 and net assets of £199,000.
Clarity intends to use the funds raised from this disposal, after settlement of
related costs, to support both its working capital, to reduce its term debt, and
allow the Company to investigate further acquisition opportunities in its core
marketplace. Again, this is in line with the Board's stated strategy.
Commenting on the disposal, Ken Smith, Clarity CEO stated:
'This transaction is a key milestone in the implementation of Clarity's
recently-stated strategy. Clarity will retain the benefit of Cyntergy as an
important support partner, whilst focussing on the Group's software and
solutions businesses where the Board believes Clarity's key value lies.
Clarity's business has been dramatically changed over recent months and with
full shareholder support now behind us we are following a strategy which will
enable the Group to do what it does best - providing software and solutions into
our blue chip client base. I look forward to updating shareholders with further
progress in due course.
The Clarity Board wishes Peter and his team every success, and will be working
closely with Cyntergy in both parties' interests'
Peter Walker, CEO of Lumos, stated:
'This is an exciting opportunity for the new and the existing management and
staff of Cyntergy, to grow the business through a more focussed, service
orientated, business strategy.
We will create new products and services for the existing client base and expand
our market. We are pleased to be asked to continue to provide cost effective
services to Clarity's customers.'
Enquiries
Clarity Commerce Solutions plc Ken Smith, CEO
Tel: 01256 365150
Grant Thornton (Nomad) Fiona Kindness
Tel: 020 7728 3414
SVS Securities PLC (Broker) Ian Callaway
Tel: 020 7638 5600
This information is provided by RNS
The company news service from the London Stock Exchange