MATRA performing strongly - e

RNS Number : 3818B

Clarity Commerce Solutions PLC

15 August 2008

 



CCS.L

Clarity Commerce Solutions plc

(AIM: CCS, 'Clarity' or the 'Company'),

Clarity specialises in the delivery of mission-critical transaction processing solutions

for the retail, leisure, ticketing and hospitality sectors.

MATRA performing strongly - earn-out terms agreed

The Board of Clarity Commerce Solutions plc is pleased to announce that it has reached agreement in respect of deferred earn-out consideration payable in connection with the agreement entered into between A Houldsworth, A Jacobs and Others (the 'Vendors') (1) and the Company (2) dated 28 March 2006 (the 'Agreement') relating to the acquisition of MATRA Systems (Holdings) Limited ('MATRA''), a global software and solutions provider to the retail sector.  

Under the terms of the Agreement, the Vendors received £2.5 million in cash on completion of the Agreement and a further sum of £500,000 which was satisfied by the issue of 757,576 ordinary shares in the Company to Mr A Houldsworth and Mr A Jacobs. In addition, a further payment was possible depending on certain performance criteria being met. This payment would be calculated by reference to a formula. Although the value of this payment would be unknown, the maximum amount payable by the Company, as calculated by the formula, would never exceed £8m. 

The Vendors and the Company have reached agreement (which is conditional amongst other things on the passing of resolutions by the shareholders at the Company's next AGM necessary to implement the transactions detailed at paragraphs (a) and (b) below) in relation to the achievement of the relevant performance criteria whereby the aggregate deferred consideration payable to the Vendors shall be £4,566,000, which has been or will be satisfied by:

(a)    the allotment and issue to the Vendors at any time prior to 30 September 2009
        of such number of ordinary shares 0.25 each as are valued at £1,783,000 at the
        relevant time (the 'Earn Out Shares'); and

(b)    the issue by the Company to each Vendor of the unsecured Loan Notes to a
        total aggregate value of £2,283,000 (the 'Loan Notes'); and

(c)    the issue and allotment to Mr A Houldsworth and Mr A Jacobs (for and on behalf
        of the Vendors) of a further 757,576 ordinary shares which took place on 21
        August 2006.

The Company may, at its discretion, reduce the number of Earn Out Shares to be issued to the Vendors by adding the value of the Earn Out Shares not so issued to the aggregate value of Loan Notes to be issued to the Vendors. The Company has the ability to suspend the issue of the Loan Notes if, in the reasonable opinion of the Board, the Company does not have sufficient working capital to do so.

MATRA has delivered an exceptionally strong performance to date highlighting its ability to win large orders across multiple retail verticals which include grocery, amusement parks and general merchandise. Recent significant contract wins include BBA Dutch Waterways, Universal Studios Florida, Co-op Denmark as well as Movie Park, Germany.

As well as being Vendors, Anthony Houldsworth, Simon Towner and Andrew Jacobs remain directors of MATRA, a wholly owned subsidiary of Clarity. This transaction is deemed therefore, for the purposes of the AIM Rules, to be one with a related party. In accordance with the AIM Rules for Companies, the Directors of Clarity consider, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Ken Smith, Clarity's CEO commented:-

'I am delighted that we have now finalised terms with regards to the acquisition of MATRA. It represents our core retail division and has delivered solid growth to date with the potential to accelerate this momentum in the years ahead as recent contract wins demonstrate. 

Our new management team has now restructured the Group, disposed of non core operations and dramatically turned the business around from reporting £1.1m of losses at interims to reporting a small adjusted loss before tax of £74,000 for the full year as recently announced. 

Our business is now streamlined and refocused on our core markets, which has delivered significant successes to date. We are now also capable of quickly entering new markets as the BBA Dutch Contract demonstrates since our software can be easily adapted and modularised. Significant opportunities exist for the Group over the longer term and I look forward to reporting further progress in due course.'

 Enquiries:

Clarity Commerce Solutions plc
Ken Smith, CEO	01256 365150
Arbuthnot Securities (Nomad and Broker)
Alasdair Younie	020 7012 2139
Biddicks PR
Shane Dolan	020 7448 1000

 

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