Proposed Acquisition/Placing & Open Offer, etc
InterX PLC
10 March 2000
InterX plc
Proposed acquisition of Cromwell Media Limited
and Placing and Open Offer
by Charterhouse Securities Limited
of 1,596,233 new InterX Shares at 3,400p per share **
PROPOSED BOARD CHANGES **
Proposed share option scheme arrangements **
Acquisition of share capital not already owned by InterX of Cromwell
Media Limited ('Cromwell') for 11,946,052 new Ordinary Shares, valuing
the whole of Cromwell Media at £694 million on the basis of the closing
price on 9 March 2000 of 3,625p.
Placing and Open Offer of 1,596,235 new Ordinary Shares to raise £50
million, net of expenses.
Placing of 2,275,414 Ordinary Shares on behalf of Directors, former
Directors and Cromwell shareholders who will retain 46 per cent. of the
issued Ordinary Shares in the Enlarged Group.
Appointment of Philip Crawford, Jim Feeney and Philip Sant to the
Board.
Introduction of new share option scheme to provide incentives to key
personnel.
Cromwell Media to change its name to InterX Technology Limited.
James Wickes, Chief Executive of InterX, commented:
'Today is the culmination of a year of tremendous change at InterX. Whilst
the proposed merger with Cromwell is not new news, the market's reaction to
our original announcement has enabled us to complete this fund raising. The
market has endorsed our internet strategy. It is now up to us to deliver on
that strategy to the benefit of all our shareholders.'
10 March 2000
** Subject to shareholders' approval at the Company's Extraordinary General
Meeting
Enquiries:
InterX plc 020 7457 2020 (today)
020 8410 7200 (thereafter)
James Wickes, Chief Executive jwickes@interx.co.uk
Simon Barker, Commercial Director sbarker@interx.co.uk
Simon Miesegaes, Finance Director smiesegaes@interx.co.uk
Charterhouse Securities 020 7248 400
Colin La Fontaine Jackson clafj@charterhouse.co.uk
College Hill Associates 020 7457 2020
Nicola Weiner nicola@collegehill.com
Application forms are personal and may not be transferred except to satisfy
bona fide market claims.
InterX plc
Proposed Acquisition of Cromwell Media Limited
and Placing and Open Offer by
Charterhouse Securities Limited of
1,596,235 new InterX Shares
Interim Results for the 27 weeks to 5 February 2000
PROPOSED BOARD CHANGES
Proposed share option scheme arrangements
Notice of Extraordinary General Meeting
Introduction
On 29 November 1999 the Board announced its intention to focus on the
continuing development of its internet businesses, Cromwell and IT Network.
The Board also announced that it was taking steps to separate formally the IT
distribution business, Ideal, from InterX.
The Board is pleased to give details of the next steps it intends to take as
part of its strategic objective to become a global e-business:
* the acquisition of all of the remaining shares in Cromwell not already held
by InterX in consideration for the issue by InterX of 11,946,052 new
Ordinary Shares; and
* the Placing and Open Offer of 1,596,235 New Ordinary Shares to raise
approximately £50 million, net of expenses.
The purpose of this document is to provide you with information on these
transactions and, in view of the size and significance of the proposals to the
Group, seek your approval for them at an Extraordinary General Meeting.
The Board would also like to announce the appointment of Philip Crawford, Jim
Feeney and Philip Sant to the Board, conditional upon the completion of the
Acquisition.
Background information on InterX
History
InterX was floated on the London Stock Exchange in 1994 as Ideal Hardware plc,
a specialist distributor of data storage peripherals and systems to the UK IT
reseller market.
To the directors of the Ideal business it was clear that without an effective
method of communicating to a prospective customer what the features, benefits
and advantages of a given product were, any purchasing decision would be
likely to be based upon price alone. Accordingly, Ideal has historically
invested significant time and monies in both salesmen's education and
information services for its customers. These investments underpinned gross
margins which were greater than those of Ideal's competitors.
Investment in information services has taken place in both technology and
content. During the 1990s Ideal invested in developing its skills in:
* product database design;
* multimedia production;
* broadcast-quality video production;
* satellite television network management;
* website design and management; and
* web-based video production.
Examples of these information services have been:
* 1990 the Directors believe this was the UK's first electronic IT catalogue,
'ProFile';
* 1994 the Directors believe this was the UK's first full multimedia
electronic IT catalogue 'ProFile V2';
* 1996 'The IT Network', which the Directors believe was the world's first
private satellite TV network for IT resellers;
* 1996 'ProFile Online', which the Directors believe was the UK's first
online database for IT resellers of IT products and their technical
specifications; and
* 1998 BORIS, Ideal's Java-enabled e-commerce system for IT resellers.
Bespoke production, television, video, multimedia or web-based work, was
carried out between 1996 and 1999 for a number of major IT companies,
including IBM, Cisco, Microsoft, Compaq and Computacenter.
As a result, Ideal developed a reputation for innovation and secured a
significant number of industry awards.
It was this commitment to innovation in InterX's provision of information
services in addition to its strategy of constantly challenging established
business models and methods that enabled the Board to identify from an early
stage the opportunities inherent in the development of e-business models and
technologies.
The internet and disintermediation
In the Directors' opinion, within the IT distribution channel, product
information has historically been attached to the physical movement of the
product in question. Those organisations able to offer better information
services have been able to leverage greater margins, Ideal being an example.
The Directors believe that the internet breaks this attachment between product
information and physical distribution. The Board realised from an early stage
that the internet would have a significant impact on the IT supply chain as
well as upon many other markets.
Accordingly, the Board took the following actions to address the fundamental
changes that they anticipated would take place in the IT distribution channel:
* purchase of 33 per cent. of Cromwell (1997);
* movement of Ideal's private satellite network, 'The IT Network', onto the
web (1998);
* movement of all of Ideal's information services into a separate subsidiary,
IT Network Limited, to provide the platform to prepare for the commercial
launch of its website, www.itnetwork.com (1998);
* commissioning of a detailed global study of the IT value chain and internet
revenue models, with an instruction to report back on where there were
specific unmet information needs (1998); and
* movement of the distribution business, Ideal, into a subsidiary of the
listed company.
www.itnetwork.com
As the internet has developed, it has become clear to the Directors that:
* the internet would detach the value of information from the value of
fulfilment;
* the Group must develop a separate revenue stream for its information
services;
* the critical requirement at all levels of the IT distribution channel would
be for quality product information and the ability to compare products,
online and in real time;
* any internet-based information service must provide e-commerce capability
and support all open communication and system integration standards; and
* any such service has to be targeted at the ultimate purchaser of the
product.
Accordingly, www.itnetwork.com, an independent product information service for
IT professionals, was launched on 28 June 1999. IT Network has demonstrated
not only that it has the potential of becoming a global business in its own
right but also that it has developed an innovative and valuable business model
which can be replicated across numerous vertical markets.
Furthermore, Cromwell's technology, which powers www.itnetwork.com, has shown
itself to be not only scaleable, reliable and flexible but also to deliver
real business advantages. It has the potential to be a significant player in
the developing market of web application platform technology products.
Business development and prospects for the Group
The Board believes that Cromwell and IT Network should form the basis for the
future development of the Group and that the distribution business, Ideal,
should be separated from the Group. This was announced to Shareholders on 29
November 1999.
The strategy for the Enlarged Group is to exploit the opportunities available
to its internet businesses. In particular InterX intends:
* to further develop Cromwell's technology and revenue streams;
* to further develop IT Network, including the internationalisation of its
service; and
* to identify other vertical markets to which IT Network's business model can
be successfully applied, as evidenced by the proposed acquisition of
PharmWeb.
This strategy is now being implemented, as evidenced by the recent board
appointments in our internet businesses, the new business wins for Cromwell
and the finalisation of a strategic relationship between IT Network and
ComputerScope - details of which are disclosed in the Circular.
Information on Cromwell
Cromwell is an internet software company. Its key product, BladeRunner, is,
in the opinion of the Directors, a new generation of web application platform
technology. This software facilitates the integration of the internet with
business critical systems. It allows these systems and the information
contained within them to be more accessible, via multiple channels, and more
auditable through advanced tracking methodologies. Accordingly, BladeRunner
allows businesses to maximise the commercial potential of their corporate
information: potentially their single biggest asset.
History of business
In 1996, Rob Lewis teamed up with Phil Sant and Mark Knight to develop an
online IT news service called B&T Online. This brought together the
publishing expertise of Rob Lewis with the software and application building
skills of Phil Sant and Mark Knight, which were the basis for the development
of BladeRunner.
InterX (then Ideal) was a subscriber to B&T Online's news syndication service
and quickly identified BladeRunner's ability to fulfill its product
information requirements. This resulted in the contracting of Cromwell by
InterX (then Ideal) to develop ProFile Online.
In order to assure the continued technological and financial viability of
Cromwell during its formative stages, InterX injected £700,000 into Cromwell
in February 1997 as part of the acquisition of a 33 per cent. stake. This
investment also gave InterX a right of veto over any board appointments and
certain other material decisions in the running of Cromwell. Simon Barker,
InterX's Commercial Director, joined the Cromwell board as Finance Director.
This provided InterX with the confidence to continue to use Cromwell's
technology in the further development of Ideal's e-business strategy.
InterX's investment in Cromwell was increased in January 2000 when the
opportunity arose to subscribe for a further 12 per cent. of Cromwell's share
capital. The subscription cost of this 12 per cent. holding in Cromwell was
£2.1 million in cash. At the same time there was a share buy-back by Cromwell
of 12 per cent. of its share capital from Rob Lewis. In February 2000, an
employee share trust was set up to subscribe for 613,660 ordinary 0.1p shares
in Cromwell at par representing 19 per cent. of the share capital of Cromwell,
as enlarged. Following these further subscriptions, InterX now holds
approximately 38 per cent. of Cromwell, on a fully diluted basis.
BladeRunner - Web Application Platform Technology
Sophisticated web applications are extremely complex. A successful
implementation requires the combining of a scaleable and robust technical
infrastructure, providing numerous features, such as connection to databases
and ease of integration to internal applications, with the integration of
other software components which provide features that are not specific to the
application in question.
BladeRunner is a web application platform technology which provides this
technical infrastructure, together with the software components necessary to
aid businesses in the development of a successful web system.
The Board believes that BladeRunner is representative of a new generation of
web software as a result of the quality and adaptability of its architecture.
The Board believes this architecture should provide the following benefits:
* ease and speed of system development;
* portability - the ability to work on any operating system, on any
communications server or with any database engine, with only minor
modifications;
* personalisation capability - BladeRunner's advanced visitor tracking
capabilities provide, in conjunction with other of its features, for the
implementation of sophisticated customer relationship management;
* security, scaleability, performance and manageability of the implemented
systems; and
* ease of implementation of new presentation layers, providing BladeRunner
applications with access to multiple brands or channels, e.g. browsers,
PDAs, WAP, XML, digital television or other future delivery standards.
Target Market
Cromwell's technology is capable of providing significant benefit to any
business that wishes to leverage an advantage through distributing information
and executing transactions via current and future internet channels. The
Directors believe that web application platforms will become a required system
infrastructure product, as critical to a business as any operating system or
database. Accordingly, the potential market is substantial and is one of the
reasons why Cromwell's perceived competitors, such as BroadVision, Inc. and
Vignette Corporation (both quoted on NASDAQ), attract particularly high stock
market price/revenue ratings.
Notwithstanding the wide applicability of its technology, Cromwell currently
proposes to focus its sales and marketing activities on the financial services
and media and publishing sectors.
Technological Due Diligence - Cap Gemini Report, May 1999
In Spring 1999, InterX commissioned Cap Gemini UK plc ('Cap Gemini') to
produce a technical report detailing the performance of the core functions
within BladeRunner in order to secure independent verification of the Board's
belief in the proficiency of the technology prior to the launch of
www.itnetwork.com.
The objective of the Cap Gemini report was:
'The production of a technical report detailing the performance of the core
functions within Cromwell Media's 'BladeRunner' application suite.'
The following conclusions are direct quotes from the Cap Gemini report:
Cap Gemini concluded in the following tests:
* Scaleability and Performance (HTML) Testing
'The BladeRunner server maintained a consistent service with increased
load, displaying a reliable and consistent pattern of utilisation. This
pattern of utilisation will enable the production of performance metrics
for differing hardware platforms. Once created, these performance metrics
will allow scaling calculations to accurately predict the server sizing
required for any particular requirement/customer.'
* Mixed Testing
'The mixed test provides a more realistic system load for the BladeRunner
server because it exercised all of the core components on the 'BladeRunner'
application suite simultaneously. The test results show that the server
handled and exceeded the peak usage figure while maintaining a quality
service to the clients.'
* Overnight Soak Testing
'Soak testing the application server successfully demonstrated its
capabilities to sustain a high degree of service while being continuously
loaded by a large number of concurrently connected users.'
One of BladeRunner's original design goals was to achieve the reliability and
scaleability demanded within the most exacting of mission-critical
environments. The Directors believe that these tests provided independent
confirmation that this goal has been achieved.
Cromwell's Revenue Streams
Cromwell generates revenue from two main sources: sales of BladeRunner
licences and the provision of associated services which include:
* Consulting - Cromwell's consultants work with clients to identify core
areas of business need, define mission-critical requirements, and design
and implement the solutions.
* Support - Cromwell offers a range of programmes that enable clients to
select the level of support required, whether by telephone, electronically,
or face to face. These programmes help clients to optimise the performance
of their systems and protect their investment.
* Training - Cromwell is currently developing a range of in-depth and
flexible training courses.
To date the major proportion of Cromwell's revenue has been generated from
sales of licences and consulting, augmented by a degree of support revenues.
Any substantial contract for the development of a web system is likely to
provide for product licences, consulting and implementation, and training.
Support is separately negotiated and attempts to relate the value of the
licences and other services provided to the level of vendor responsiveness
required by the client.
Fundamental to revenue growth will be the sales of future licences which
should be supplemented by consulting, training and support revenues, each
specific to the contract in question and the involvement of other partners.
The margins associated with these revenues will vary and will reflect the
product development costs and the personnel, and other infrastructures costs
required to provide the services.
Accordingly, whereas licence revenues may appear to provide a significant
margin at the point of sale, the true margin can only be calculated with
reference to the size of theses development costs and the number of licences
sold.
Other revenues attract margins that should be related to the quality and
associated costs of the personnel and infrastructure required to fulfil the
contractual commitments.
Additional margins may be leveraged through the efficiency savings associated
with quality control and proficient management.
Trading record
In order to ensure the proper and timely production of the technology, the
Board of Cromwell has, until recently, intentionally restricted the number of
clients serviced. Additionally, these clients have been related to Cromwell,
either by corporate or individual shareholdings.
The timing and size of these projects, together with the continuing investment
in developing the technology and the infrastructure to support it, has
resulted in Cromwell posting a profit in only one of the last three accounting
periods.
Cromwell's existing customers
BladeRunner currently powers itnetwork.com (www.itnetwork.com); Ideal's
reseller e-commerce system, BORIS (www.boris.co.uk); and Network Multimedia
Television Limited's ('NMTV') Silicon.com (www.silicon.com).
Silicon.com is an on-line IT news publisher which was recently the subject of
an £11 million investment from a European venture capital syndicate led by
Amadeus Capital Partners and including Deutsche Telecom, Dresdner Kleinwort
Benson and Schroder Ventures. The syndicate acquired a minority stake in
NMTV, the owner of Silicon.com, in this transaction. As disclosed in InterX's
accounts for 30 July 1999, James Becher-Wickes, Simon Barker, Kevin Harper,
and Konrad Goess-Saurau are investors in NMTV. Mark Knight and Phil Sant are
also investors in NMTV and Rob Lewis is both an investor in, and Chief
Executive of, NMTV.
In October 1998, NMTV won the prestigious Newsdesk International Award for
Innovation in e-business within the Media & IT sector at the 1998 BT Awards
for Outstanding Innovation in e-business.
Business development and prospects
InterX intends that Cromwell will become a market-leading internet technology
provider. In order to achieve this, InterX will:
* increase investment in innovation and technological development;
* build a sales and marketing capability able to exploit Cromwell's
substantial market opportunities;
* increase investment in the development of a sophisticated high quality
product engineering function;
* accelerate the development of complementary technology partnerships.
The monies required to finance this investment will be met from a combination
of revenues generated within the Enlarged Group and part of the proceeds of
the Placing and Open Offer.
The maximisation of licence sales will depend on Cromwell's ability to
leverage the benefits of the above investments within its target markets. The
company intends to achieve this through the development of a network of
quality systems integrators and resellers. Negotiations to effect this have
already commenced.
Accordingly, it is anticipated that they key milestones in the development of
Cromwell's business will be:
* winning new accounts within our target markets at the rate of two per
quarter for the current financial year and to increase this rate of new
account wins to at least three per quarter in the following year; and
* the establishment and development of a suitable network of qualified
System Integrators. Cromwell intends to sign-up two Systems Integrator
partners before the end of the current financial year and intends to sign-up
a further three during the new financial year.
Cromwell has recently completed a series of negotiations to provide
BladeRunner licences and associated services to two significant businesses
within its target markets:
* Financial Services - Royal Sun Alliance Insurance UK ('RSA') have
purchased the BladeRunner products and are working with Cromwell on RSA's
UK internet strategy as they bring together their UK direct operations.
* Media and Publishing - Cambridge University Press ('CUP') have purchased
BladeRunner products and are working together with Cromwell on
developing CUP's internet publishing platforms and strategy.
In each of the market sectors above, Cromwell will continue to target medium
and large companies. The potential market for Cromwell's products is very
large and the Directors believe that, owing to the anticipated exponential
growth of the target market over the next two years, no matter how quickly
Cromwell's business grows, it will not be possible for Cromwell to fulfil the
market demand.
Intellectual Property Rights
Cromwell owns the copyright, a non-registerable intellectual property right,
in the code of the BladeRunner software. BladeRunner is the only registerable
intellectual property right owned by Cromwell. Cromwell software is currently
marketed as 'BladeRunner.' The name of BladeRunner is used by third parties
in other jurisdictions for software products and in other product areas. It
is the intention of the Board to review the use of the name BladeRunner in
markets in which it might infringe other parties' intellectual property
rights. Cromwell does not own patents or have any patents pending.
Cromwell licenses certain software products and application programme
interfaces from third parties, including Powerbuilder Run-Time licenses from
Sybase Corporation and database drivers from Oracle and Informix. None of
these are customised by Cromwell and all could be replaced by similar products
which are available from other vendors if circumstances required.
The intellectual property rights in the BladeRunner code are confidential and
the code is delivered to customers in complied object coded form and is
protected under the terms of the licence agreement between Cromwell and each
customer from reverse engineering.
Directors of Cromwell
Philip James Crawford, Executive Chairman,
48 Philip Crawford became chairman (part time) of Cromwell in February 2000.
He is currently President of EDS International with specific responsibility
for supporting and enabling the aggressive growth of EDS International's
business in international markets.
He was previously senior vice-president, UK & Ireland, for Oracle Corporation,
which he joined in 1995. He was also a member of the Oracle Strategy Planning
Committee.
Prior to Oracle he held a series of senior management positions with Groupe
Bull, the European based international IT business, starting in 1988 as
project groups director for Bull UK and finally in 1993 as chief executive,
Bull UK & Ireland. He has also worked for Management Science America and for
GKN in both the UK and the USA. He is currently a non-executive director of
Fugro N.V., Magus International, KSS, MBA and Beenz.com.
Robert Calder Bruce, Chief Executive, 33
Having graduated with a degree in Physics and Electronic and Electrical
Engineering, Robert Bruce joined Schlumberger Data Services in 1990 as
Technical Development Manager in Data Processing and Marketing Divisions. In
1992, he joined Oracle Corporation UK Limited ('Oracle'), initially as a Sales
Consultant, before becoming Oracle's UK Marketing Manager for Internet,
Intranet and NT products.
In 1997, Robert Bruce joined BroadVision UK Limited in order to develop,
first, its business and marketing and secondly its sales divisions, before
joining Cromwell in February 2000.
James Melvin Feeney, Director, 56
Jim Feeney has over 30 years' experience in the computing and
telecommunications industries. He is a non-executive director of a number of
companies, and advises companies and their shareholders on a range of
strategic issues.
As chairman of Macro 4 plc, he took the company to a full listing in 1985.
Under his chairmanship, the shareholders' value increased 60 times.
In his earlier career, Jim Feeney became Chief Executive of the Hoskyns Group
(now Cap Gemini UK) when it was acquired by Martin Marietta; under his
management the company grew sales and profits organically at nearly 50 per
cent. per annum for seven years. He has also acted as adviser to a successful
US Venture Capital fund and has experience of setting up and managing
multinational sales and distribution networks. As a software engineer, he
worked on operating systems and compilers, as well as the development of a
range of application systems.
Jim Feeney was formerly on the council of the Computer Services and Software
Association (CSSA) and is a fellow of the British Computer Society.
Philip Anthony Sant, Business Development and Alliances Director, 31
Philip Sant has considerable experience in the business of technology
companies. After obtaining a degree in Electronics, Communications and
Computer Engineering, he worked for Rolls Royce plc on a variety of
information technology assignments. In 1992 he joined Compaq Computer GmbH,
where he was responsible for the performance and reliability re-engineering of
mission critical client-server systems. In 1995 Philip Sant formed an
internet software consultancy with Mark Knight, with whom he was working at
Compaq, and merged it with Cromwell in 1997.
Mark Stephen Knight, Technical Director, 39
Mark Knight read Computer Science with Economics at Brunel University.
Graduating in 1983, he was awarded a Prize for his project demonstrating a
data compression technique which predates Microsoft's implementation by 10
years.
Upon graduating, Mark Knight briefly marketed his data compression software.
He began working as a graduate programmer but his ability enabled him to
become a freelance consultant after less than one year. Over the next fifteen
years he gained experience of a diverse range of computer platforms, operating
systems, development languages and industry areas. He has worked in defence
(flight simulation), public sector (police), communications, finance,
insurance, oil and gas, flight (booking), manufacturing, leasing, publishing
and distribution.
Partnering with Philip Sant, Mark Knight started an internet software
consultancy and merged this company with Cromwell in 1997 to develop the
BladeRunner product. The principal systems created by Cromwell using
BladeRunner, Silicon and Boris, have been awarded national prizes and have won
numerous trade press awards. Mark Knight is the architect of BladeRunner.
Robert John Lewis, Non-Executive Director, 30
Robert Lewis is a non-executive director of Cromwell, as well as the Chief
Executive of NMTV. Whilst he read Economics at Cambridge he launched, edited
and published the first rival to the University's weekly newspaper in 28
years, winning a Guardian media award. In his final year, he turned the
newspaper into a national title with a weekly print run of 250,000, winning a
second Guardian award.
He has worked as a Research Assistant at the House of Commons. He also
founded Business & Technology Magazine which became a market leading title for
IT professionals. This magazine was sold to Dennis Publishing in 1996.
Robert Lewis was instrumental in the migration of Cromwell from a paper-based
publisher to a web-based publisher. He identified InterX (then Ideal) as a
potential strategic partner at an early stage and advises Cromwell on emerging
electronic media and publishing markets.
Simon Peter Dudley Barker, Finance Director (non-executive), 40
Simon Barker is Commercial Director of InterX, Finance Director of IT Network
Limited and Finance Director of Cromwell. A qualified Chartered Accountant,
prior to founding Ideal with James Becher-Wickes and Kevin Harper in 1986,
Simon Barker was financial controller of a computer software company, Novus
Systems Technology Limited.
In 1994, as Finance Director of InterX (then called Ideal), he led the
financial and legal teams for Ideal's flotation. Simon Barker became
Operations Director (subsequently Commercial Director) of InterX (then called
Ideal) in 1997 to focus on the development of the Group's internet strategy.
Senior Management of Cromwell
David Anderson, Vice President of Sales, 43
David Anderson has a wide range of experience throughout the IT industry.
After working for IBM and then Bull Information Systems, between 1986 - 1992,
he founded CEDAR Consulting, whose clients currently include the Financial
Services Authority, BG Transco and Magus International. He also spent four
years from 1994 working for Oracle UK gaining experience as, amongst other
things, Regional Sales Manager for Oracle's e-business solutions sales teams.
Ralph Coles, Training Manager, 50
Ralph Coles is a professional IT lecturer and educator. Having spent several
years as an IT lecturer at the Queensland University of Technology and as the
IT Courses Training Manager at the Open Learning Institute in Australia, he
has since held numerous posts involving speciality IT training design,
implementation and co-ordination. These posts include JavaScript and
FrontPage 2000 user training at Bristol Myers Squibb, internet site redesign
for BT and web site validation process design and implementation for ICL.
IT Network
IT Network was developed in response to an identified requirement, at all
levels of the IT distribution channel, for quality product information.
www.itnetwork.com was launched on 28 June 1999 as an independent product
information service for IT professionals.
Business development and prospects
It is the intention of the Group to develop the ITNetwork in order to fulfil
its global potential.
In order to achieve this, in the foreseeable future, ITNetwork intends to:
* recruit a management team with the requisite skills and expertise by the
end of this calendar year;
* continue the development of the full range of sales propositions
embracing advertising sponsorship, e-commerce and, imminently, market
intelligence;
* increase the investment in data collection resources in order to
increase significantly the depth and breadth of ITNetwork's database over
the next few months; and
* increase investment in the sales and marketing functions in order to
maximise the commercial potential of ITNetwork's revenue streams.
Key milestones (past and anticipated)
* Appointment of Chief Executive (6 March 2000)
* Conclusion of first international strategic relationship (6 March 2000)
* Raising of finance to fund development (10 March 2000)
* Commencement of marketing ITNetwork's first product intelligence report
(July 2000)
* Establishment of US presence(2001).
Structure of the Enlarged Group and proposed board changes
Upon completion of the Acquisition, InterX will have three principal trading
subsidiaries: Cromwell, IT Network and Ideal. As detailed in the circular,
the Company is in the process of separating Ideal from the Group.
InterX
Conditional upon completion of the Acquisition, the following directors of
Cromwell will join the Board: Philip Crawford as a non-executive director;
Philip Sant as Group Technology Director; and Jim Feeney as an Executive
Director with responsibility for identifying strategic opportunities.
It is also expected that, upon completion of the Acquisition, Konrad Goess-
Saurau will resign from the Board. It is intended that Philip Crawford will
take his place on the audit committee.
It is the intention of the Board to appoint at least one further independent
non-executive director once suitable candidates have been identified.
IT Network
On 6 March 2000 Robert Wirszycz joined the board of IT Network as Chief
Executive. Prior to joining the Group, he was Director of Global Alliances of
Electronic Data Systems Corp ('EDS') where he had specific responsibility for
identifying and implementing strategic alliances in Europe, the Middle East
and Africa. EDS is the world's largest pure computer services company and is
widely recognised as a leader in the information and technology field. Before
joining EDS in March 1998, Robert Wirszycz was Director General of the
Computing Software and Services Association (CSSA), the trade body for the UK
information technology industry.
The board of IT Network will remain unchanged upon completion of the
Acquisition.
Cromwell
The current directors of Cromwell are set out earlier in this press release.
Expenditure and funding
Business plans have been prepared for all of the Enlarged Group's operating
subsidiaries up to July 2002. The investment required to develop our internet
businesses is currently estimated to be approximately £61 million. It is
anticipated that the net proceeds of the Placing and Open Offer of £50 million
together with the anticipated revenues from our currently identified internet
businesses in excess of £11 million, will provide for this required
investment.
InterX
Parent company costs are projected to be approximately £6 million in over the
next two years.
IT Network
The Board expects that £10 million will be invested in sales and marketing
development for the IT Network in the course of the next two years.
Additionally, in excess of £5 million has been allocated for the purpose of
continuing technical development of systems, particularly in the areas of
internationalisation and e-commerce integration.
This expenditure of £15 million will be funded as to £12 million from the
proceeds of the Placing and Open Offer and £3 million from ITNetwork revenues.
It is expected that the funding raised by the Placing and Open Offer and
applied to ITNetwork will provide sufficient working capital for a period of
eighteen months; for the following six months, the Directors believe revenues
generated within ITNetowrk will be sufficient to maintain its working capital
requirements.
Cromwell
The Board expects that £15 million will be invested in sales and marketing
development for Cromwell in the course of the next two years. Additionally,
£5 million will be invested in building a European infrastructure to support
this sales and marketing expenditure development.
This expenditure of £20 million will be funded by £12 million proceeds from
the Placing and Open Offer and £8 million from Cromwell revenues. It is
expected that the funding raised by the Placing and Open Offer and applied to
Cromwell will provide sufficient working capital for a period of twelve
months. Given revenue in the six months to 5 February 2000 of £796,290,
recent purchase orders from Royal & Sun Alliance and Cambridge University
Press, and the level of intended investment in sales and marketing, the
Directors believe future revenues will provide the required working capital to
run Cromwell after this initial period of twelve months, for at least the
following twelve months.
PharmWeb
As detailed in the Circular, InterX has signed non-binding heads of agreement
to acquire PharmWeb. The Board has allocated up to £10 million for the
purposes of paying cash consideration for this acquisition and a further £10
million from working capital from proceeds of the Placing and Open Offer.
Ideal
A confidential invoice discounting facility has been introduced at Ideal. It
is the Board's intention to continue with this facility until such a time as
Ideal is separated from the Group. Capital expenditure within Ideal is
budgeted in the current year to be £1.5 million. This expenditure will be
financed out of Ideal's own resources.
Financial effects of the Acquisition
The Board believes the Acquisition is in the best interests of Shareholders
and, following at least two years of substantial investment, expects the
Acquisition to enhance earnings.
The net assets of InterX will be substantially increased as a result of
goodwill arising on the Acquisition. Profits, however, will be adversely
effected by the amortisation of the goodwill arising on the Acquisition.
The goodwill arising on the Acquisition will be based upon the fair value of
the Consideration Shares (being the closing mid-market price of InterX shares
on the day the Acquisition is declared wholly unconditional) and the fair
value of Cromwell's assets. Based on the closing mid-market price of InterX
shares on 9 March 2000 of 3,625p, goodwill arising on the Acquisition would be
£440 million.
In accordance with the Financial Reporting Standard 10 ('FRS 10'), 'Goodwill
and Intangible Assets', the goodwill arising on the Acquisition will be
capitalised in the balance sheet as an intangible asset. The Directors, are
currently of the opinion that it is appropriate to write off the goodwill
over a period of five years on a straight-line basis. The Directors will
continue to keep the useful life under review in accordance with FRS 10.
The Board draws your attention to the pro forma statement of net assets set
out later in this document.
Reasons for, and terms of, the Acquisition
Reasons
The Directors believe that it is of critical importance to own 100 per cent.
of the issued share capital of Cromwell in order to implement the stated
strategy.
The Directors believe the significant reorganisation and the changes to
InterX's businesses over the past few years, and the prospects for these
businesses, are symptomatic of the issues affecting all businesses as they
prepare to adapt to the opportunities and threats of e-business.
To have within the Group a management team with the experience and proven
track record of managing such change together with the technology that enables
it will be of significant future benefit to the Group. It is for this reason
that the Directors have negotiated the proposed acquisition of the outstanding
62 per cent. (fully diluted) of Cromwell which InterX does not already own.
Terms
InterX will acquire the outstanding ordinary shares in Cromwell in
consideration for 11,946,052 new Ordinary Shares. At the close of business on
9 March 2000 (the last trading day prior to the entering into of the
Acquisition Agreement), InterX's share price was 3,625p, thereby valuing 62
per cent. of Cromwell at £443 million and valuing the entire issued share
capital of Cromwell at £694 million. At the close of business on 8 February
2000 (the day prior to InterX's announcement that it had agreed terms in
principle for the Acquisition of Cromwell), InterX's share price was 1180p,
thereby valuing 62 per cent of Cromwell at £141 million and the entire issued
share capital of Cromwell at £226 million.
Completion of the Acquisition, which is expected to take place on 6 April
2000, is conditional upon, inter alia:
(i) the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms; and
(ii) the Passing of the Resolutions.
Further details of the terms and conditions of the Acquisition Agreement are
set out in the Circular.
Reasons for and terms of the Placing and Open Offer
Reasons
InterX proposes to raise approximately £50 million (net of expenses) by way of
the Placing and Open Offer. The proceeds will be used in part to fund the
strategic development of InterX and Cromwell as set out in this document and
in part to pay the expenses associated with the Acquisition and the Placing
and Open Offer.
Terms
InterX intends to raise approximately £50 million, net of expenses, by the
issue of 1,596,235 new Ordinary Shares at 3,400p per share. Charterhouse
Securities, on behalf of the Company, has agreed to make the Open Offer to
Qualifying Shareholders. Charterhouse Securities, as agent for the Company,
has conditionally agreed to procure subscribers for or, failing which, to
subscribe itself as principal at 3,400p per share for 1,596,235 new Ordinary
Shares to be issued pursuant to the Placing and Open Offer. The Directors
have irrevocably undertaken not to take up their entitlement to New InterX
Shares under the Open Offer and these shares, representing 2 per cent of the
enlarged share capital of InterX following the Acquisition and Open Offer,
will be placed firm. The balance of 913,091 new InterX shares will be subject
to clawback to satisfy valid applications by Qualifying Shareholders under the
Open Offer. The terms of the Open Offer appear in the letter to Qualifying
Shareholders from Charterhouse Securities set out in the Circular and in the
Application Form.
Under the terms of the Open Offer, Qualifying Shareholders may apply for any
number of new Ordinary Shares up to a maximum of their individual pro rata
entitlement of 3 new Ordinary Shares for every 40 Ordinary Shares held on
the Record Date. No applications in excess of such pro rata entitlement will
be met and any Qualifying Shareholder so applying will be deemed to have
applied only for their maximum entitlement. Fractional entitlements to New
InterX Shares will not be allocated to Qualifying Shareholders. The latest
time and date for receipt of completed Application Forms and payment in full
is 3.00 pm on 31 March 2000. The Open Offer is conditional upon, inter alia,
the Placing Agreement becoming unconditional in all respects.
Application forms are personal and may not be transferred except to satisfy
bona fide market claims.
The New InterX Shares will be allotted credited as fully paid, and will rank
pari passu in all respects with the existing Ordinary Shares including for any
dividend payment. Dealings in the New InterX Shares are expected to commence
on 6 April 2000.
The Placing and Open Offer are being sub-underwritten. The Directors believe
that the sub-underwriting commissions being offered are competitive and, as
such, have not sought to offer the sub-underwriting for tender as to
commissions payable.
Proposed acquisition of PharmWeb
On 2 March 2000 the Board signed non-binding heads of agreement to acquire
PharmWeb for a cash loan, note and share consideration of £20 million, subject
to, inter alia, satisfactory due diligence. PharmWeb owns www.pharmweb.net, a
pharmaceutical and health related portal, which was set up by Manchester
University in 1994. The Board intends to use this acquisition as the platform
to develop the IT Network business model within the global pharmaceutical
industry. More details of this transaction will be provided to Shareholders
upon completion of the acquisition.
It is expected that InterX will use part of the proceeds of the Placing and
Open Offer to fund the acquisition and development of PharmWeb.
Interim results, current trading and prospects
The full text of the announcement of the unaudited interim results of InterX
for the 27 weeks ended 5 February 2000 is contained in a separate announcement
dated today.
InterX achieved turnover of £201 million (1999: £148 million), profits before
tax, after exceptional items, of £451,000 (1999: £3,009,000) and earnings per
share, after exceptional items, of 1.26p (1999: 9.60p) for the 27 weeks ended
5 February 2000. InterX had net assets of £15.8 million as at 5 February
2000. Cromwell achieved turnover of £796,290 and a loss before tax of
£537,709 for the 27 weeks ended 5 February 2000. Cromwell had net liabilities
of £240,126 as at 5 February 2000.
The prospects for the Group are exciting. The significant funds being raised
in the Placing and Open Offer will enable the Group to commence the process of
developing sizeable channels for its technology, and ensure that the Group can
enter into an accelerated expansion phase for itnetwork.com, while securing
opportunities in other vertical markets.
IT Network
Although marketing spend to date has been restricted, new sponsors are being
attracted to ITNetwork's proposition. Since the launch last summer, billings
have been over £1.27 million. On 6 March 2000, Rob Wirszycz joined from EDS
as Chief Executive; his unique experience will be of significant benefit to IT
Network's future success.
Ideal
Ideal continues to show strong growth in turnover and, as announced in March
2000, is performing ahead of budget for the year to date. Conditions in the
IT distribution industry continue to remain tough, however, impacting both
margin and cash flow on an industry-wide basis.
Cromwell
The first six months of the year have been a period of consolidation at
Cromwell, as production of its software has continued and investment mode in
recruitment of staff. The appointments of Philip Crawford and Robert Bruce
will provide the sales and marketing impetus needed to ensure success.
Update on disposal of Ideal
With regard to the separation of Ideal from the Group, the Board is
progressing the sale of Ideal and expects to be in advanced negotiations with
a purchaser at the time of our Extraordinary General Meeting on 6 April 2000.
Directors' and Proposed Directors' sale of shares, reduction of beneficial
interests in certain trusts and orderly market undertakings
At the same time as the Open Offer, certain directors and former directors of
InterX and certain of the Cromwell vendors and certain other persons will
sell, in aggregate, 2,268,584 Ordinary Shares, subject to approval by InterX
shareholders of the Acquisition and Placing and Open Offer. The Vendor Shares
will be placed by Charterhouse Securities with institutional investors at the
same price as the New InterX Shares. The Selling Shareholders will enter
into orderly market undertakings in respect of their remaining holdings, under
which they undertake not to deal in any Ordinary Shares for a period of 18
months from the date of the Circular save in the event of a takeover offer
being made for the Company without the prior written consent of the Company
and Charterhouse Securities. It is expected that certain Directors and a
former director will cease to have beneficial interests in certain trusts
which hold 365,700 Ordinary Shares, prior to 5 April 2000. These trusts were
set up for the benefit of certain key employees of the Group.
Following the Placing and the reduction of the beneficial interests referred
to above, the Selling Shareholders will continue to hold 16,187,748 Ordinary
Shares, representing approximately 46 per cent of the Enlarged Group. Full
details of these shareholdings are set out in the Circular.
Share Option Schemes
The Circular also contains details of proposals to introduce a new executive
share option scheme under existing legislation, namely, a discretionary share
option scheme. The Board has ceased to grant any further options under the
InterX Executive Share Option Scheme.
Extraordinary General Meeting
Set out in the Circular is a notice convening an Extraordinary General Meeting
of the Company to be held on 5 April 2000 at the offices of Charterhouse
Securities, 1 Paternoster Row, London EC4M 7DH at which Resolutions will be
proposed, inter alia, to approve the Acquisition and the Placing and Open
Offer, to approve the adoption of the New Scheme and to approve an increase in
the maximum number of directors allowed under the Company's Articles of
Association.
DIRECTORS' INTENTIONS UNDER THE OPEN OFFER
In order both to increase liquidity in the trading of InterX's ordinary shares
and to broaden InterX's shareholder base, the Directors have irrevocably
undertaken that they will not take up their entitlements under the Open Offer.
DIRECTORS' VOTING INTENTIONS
The Directors will vote in favour of resolutions 1, 2, 3 and 5 to be proposed
at the Extraordinary General Meeting, in respect of their own beneficial
holdings, which, in aggregate, amount to 6,094,042 Ordinary Shares,
representing approximately 28 per cent. of the issued ordinary share capital
of the Company. Simon Miesegaes will not vote on resolution 3 as he will be a
beneficiary under the New Scheme.
Under the rules of the City Code, the members of the Concert Party are not
considered independent and are prohibited from voting on resolution 4, which
seeks shareholder approval of the Waiver.
Intentions of the Concert Party
It is the intention of the Concert Party that, subsequent to the Acquisition,
the Enlarged Group will be managed by the Directors and the Proposed Directors
in the manner described in the Circular.
However, as stated in the Circular, the Board intends to apply IT Network's
successful business model to other vertical markets. The Board may also
identify other businesses or technologies which it believes are complementary.
As a result, the Board may, in due course, issue Ordinary Shares as
consideration for these acquisitions.
RECOMMENDATION
Your Directors, who have been so advised by Charterhouse Securities, consider
the Acquisition and Placing and Open Offer, the Waiver and the Resolutions
with the exception of resolution 3, relating to the new share option scheme
arrangements, which the Directors other than Mr Miesegaes consider to be in
the best interests of the Company and its shareholders as a whole. In
providing advice to the Directors, Charterhouse Securities has relied on the
Directors' commercial assessments.
Accordingly, your Directors unanimously recommend Shareholders to vote in
favour of the resolutions to be proposed at the Extraordinary General Meeting.
Richard Jewson
Non-Executive Chairman
10 March 2000
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
'Acquisition' the acquisition by InterX plc of Cromwell Media
Limited
the conditional agreement relating to the
'Acquisition Agreement' Acquisition, details of which are set out in the
circular
'Act' or 'Companies Act' Companies Act 1985, as amended
'Admission' admission of the New Ordinary Shares to the
Official List
'Articles of Association' the articles of association of the Company
or 'Articles'
'APPLICATION FORM' the application form relating to the Open Offer
accompanying this document
'BLADERUNNER' the BladeRunnerTM software
'CHARTERHOUSE SECURITIES' Charterhouse Securities Limited, financial
adviser and stockbroker to the Company
'THE CIRCULAR' the Circular dated 10 March 2000 containing,
inter alia, details of the Acquisition and the
Placing and Open Offer
'City Code' The City Code on Takeovers and Mergers
'Concert Party' the Cromwell Vendors, Robert Calder Bruce and
Philip James Crawford
'Consideration Shares' 11,946,052 new Ordinary Shares to be issued to
the Cromwell Vendors in accordance with the terms
of the Acquisition Agreement
'CREST' the system operated by CREST Co Limited in
accordance with which securities may be held and
transferred in uncertificated form
'Cromwell' Cromwell Media Limited
'Cromwell Group' Cromwell and its subsidiary undertakings
'CROMWELL TRUSTEES' Robert Lewis, Philip Sant, George Melville and
John Bryant in their capacity as trustees of the
Advancer Internet Trust,
Robert Lewis, George Melville and John Bryant in
their capacity as trustees of the RL/Knight
Settlement and Robert Lewis, John Bryant and
Philip Sant in their capacity as trustees of the
RL/Sant Settlement
'CROMWELL VENDORS' Philip Sant, Mark Knight, Robert Lewis and The
Monument Trust Company Limited and the Cromwell
Trustees
'DIRECTORS' OR 'BOARD' the directors of the Company whose names are set
out in the Circular
'Enlarged Group' the Group following Acquisition
'Extraordinary General the extraordinary general meeting of the Company
Meeting' or 'EGM' to be held on 5 April 2000
'Form of Proxy' the form of proxy for use in connection with the
EGM
'Group' or 'Enlarged Group' the Company and its subsidiary
'Ideal' Ideal Hardware plc
'InterX' or the 'Company' InterX plc
'IT Network' IT Network Limited
'London Stock Exchange' London Stock Exchange Limited
'New InterX Shares' 1,596,235 new Ordinary Shares to be issued
pursuant tot he Placing and Open Offer
'New Ordinary Shares' the Consideration and the New InterX Shares
'New Scheme' the InterX 2000 Executive Share Option Scheme
'Official List' the Official List of the London Stock Exchange
'Old Scheme' the InterX Executive Share Option Scheme
'Open Offer' the conditional offer by Charterhouse Securities
on behalf of the Company to Qualifying
Shareholders as set out in the letter from
Charterhouse Securities which forms Part II of
this document and in the Application Form
'Ordinary Shares' ordinary shares of 5p each in the capital of the
Company
'PharmWeb' Pharmweb Limited
'Placing' the placing of New InterX Shares not taken up
under the Open Offer and the placing of the
Vendor Shares as described in this document
'Placing Agreement' the agreement in respect of the Placing and Open
Offer details of which are set out in paragraph 9
of Part VIII of the circular
'Placing Price' 3,400p, being the price at which shares will be
placed by Charterhouse Securities in accordance
with the Placing Agreement
'Proposed Directors' Philip Crawford, Jim Feeney and Philip Sant,
whose appointments to the Board are conditional
upon the completion of the Acquisition
'Qualifying Shareholders' Shareholders on the register of members of the
Company at the Record Date other than certain
overseas Shareholders
'Record Date' the close of business on 2 March 2000
'Resolutions' the resolutions to be proposed at the EGM
'Selling Shareholders' certain of the Cromwell Vendors and certain of
the Directors and former directors who intend to
sell Ordinary Shares as more fully described on
page 5 of the Circular
'Shareholders' holders of InterX Shares
'Share Option Schemes' the New Scheme and the Old Scheme
'Vendor Shares' 2,268,584 Ordinary Shares to be sold by the
Selling Shareholders