Clarity Commerce Solutions PLC
23 May 2007
23 May 2007
Clarity Commerce Solutions plc
Proposed Board Changes, Acquisition of THS and Romulus Earn-out.
Clarity Commerce Solutions plc (AIM: CCS, 'Clarity' or the 'Company'), a leading
supplier of management software solutions, provides the following corporate
update:
Proposed Board Changes
The Board announces their intention to recruit a new Group Chief Executive
Officer, and that discussions have now reached an advanced stage with a short
list of candidates. It has also been agreed that Graham York and Peter John
Walker, who together form the current Executive Board of Directors, will step
down from the Executive Board once this appointment has been made and in any
event no later than three months from the date of this announcement. Once the
CEO appointment has been made a Finance Director will be appointed to the Board
as soon as practicable. The search for a replacement CEO and in due course a
Finance Director is being led by the non-executive members of the Board.
The Board recognises the need to improve investor relations and plans to appoint
a further non-executive director to the Board in due course.
As a result of the time spent by the senior executive team on the EGM
requisition, the Board now expects to release its results in late July.
Acquisition of Total Hospitality Solutions
Clarity Commerce Solutions is pleased to announce that it has agreed to acquire
the entire share capital of Total Hospitality Solutions Limited and Total
Hospitality (NZ) Limited for an initial consideration of £2.2 million. The
initial consideration has been satisfied by the issue of 3,174,800 ordinary
shares of 25 pence each at a price per share of 69.29p.
Further consideration is payable by way of a performance-related two year earn
out, payable in cash. The total consideration will not exceed £4.0 million.
THS develops and provides property management software (PMS) to the hospitality,
hotel and events management industry. THS represents an excellent complementary
fit with the Clarity Group and will strengthen Clarity's portfolio offering to
existing and new customers alike. The Board intends to combine the products of
THS with Clarity's golf and spa software division. The Board believes that this
combination will establish a powerful combined business unit. Interest from
customers in a combined solution for resorts has already been evidenced by a
pre-completion joint sale.
For the year ended 31 March 2007 operating profits were £111,263 on revenues of
£600,169 and net liabilities were at £47,549. No Directors from THS will be
joining the Clarity Board
The acquisition represents Clarity's ninth acquisition in seven years, and is
in-line with the Company's strategy of growing through acquisition and organic
growth. The acquisition will provide further cross-selling opportunities to
THS's client base with an increased portfolio of products to sell into the
client base.
Romulus Earn out consideration:
The final consideration due to the vendors of Romulus Enterprises Limited, a
business acquired by the Company on 18 March 2003, has, in accordance with Sale
and Purchase Agreement ('SPA'), been satisfied by the issue of 655,038 ordinary
shares of 25 pence each at a price of 69.29p, representing the final instalment
due of £453,876.
That completes the entire consideration due and payable to the Romulus vendors
under the terms of the SPA.
In relation to the above transactions, application has been made to the London
Stock Exchange for the 3,829,838 new ordinary shares to be admitted to AIM and
it is expected that admission will take place on 29 May 2007. The new ordinary
shares will rank pari passu with the existing shares of the Company.
Following the share issues referred to above the total issued share capital of
the Company has increased to 24,911,682 ordinary shares.
Enquiries
Clarity Commerce Solutions plc
Tim Bittleston, Chairman
Please call Jacquie Mitchell Tel: 01293 778001
College Hill
Sara Musgrave / Ben Way Tel: 0207 457 2020
Notes to Editors
About Total Hospitality Solutions (TBC)
The UK company was formed in 2000 and supplies event management software to
hotel clients.
In 2005 THS introduced hotel property management software in to its portfolio of
products.
THS develops and maintains its own portfolio of software products and owns the
IPR relating to it. Throughout New Zealand THS originally provided hospitality
accommodation software to independent hotels and groups, and continues to do so.
Subsequently it also began supplying other Australasian markets through direct
selling or dealerships. With the addition of an event management software
product in 1998, THS began to market to other hospitality sectors within New
Zealand and overseas.
This information is provided by RNS
The company news service from the London Stock Exchange
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