Acqn., Placing & Open Offer
JETCAM INTERNATIONAL HOLDINGS LIMITED
30 September 1999
JETCAM INTERNATIONAL HOLDINGS LIMITED
('JETCAM' or 'the Company')
Proposed Acquisition of Camtek Limited
Placing and Open Offer of 3,280,260 new Ordinary Shares
at 90p per share
JETCAM develops and markets software systems for computer
programming of punching and cutting machines used in sheet metal
fabrication. JETCAM, which listed on the Alternative Investment
Market ('AIM') in April 1999, announces the acquisition of Camtek
Limited ('Camtek') for £4 million. Camtek, a UK company,
develops and markets CAM software systems for computer numerical
control programming of machines in the metal cutting and
fabrication industry.
* Acquisition of Camtek for a consideration of £4 million, of
which £2.5 million is to be satisfied in cash and the
balance by the issue of 1,666,667 new ordinary shares at a
price of 90p
* Placing and open offer of 3,280,260 new ordinary shares at
90p per share to raise £2.65 million, net of expenses
* Camtek reported a profit before tax and exceptional items of
£421,000 for the year ended 30 September 1998 and will have
estimated net assets of £720,000 at completion of the
acquisition.
* The vendors of Camtek have warranted that Camtek's profit
before tax for the current year ending 30 September 1999
will be not less than £531,000
* Geoffrey Hawkesford, co-founder of Camtek, will join the
Board of JETCAM as an Executive Director with effect from
completion of the acquisition, which is expected to take
place following the Special General Meeting of JETCAM on
26th October 1999
* Acquisition of Camtek substantially increases the size of
JETCAM and the integration of the two companies UK
operations should enhance the group's market profile and
give the opportunity for cost savings and accelerated profit
development.
* Encouraging outlook for the enlarged Group
Ivan Stern, Chief Executive and Deputy Chairman of JETCAM,
commented:
'When we listed on AIM earlier this year, we were confident of
our ability to make acquisitions in this highly fragmented
sector. Camtek represents a fantastic opportunity, effectively
doubling the size of JETCAM with little cross-over in terms of
customer base.
'We are extremely excited at the opportunities that are now
available to the enlarged group. Moreover, this acquisition will
provide investors and potential investors with a much sought
after increase in the liquidity in JETCAM's shares.'
30 September 1999
ENQUIRIES
JETCAM International Holdings Limited Tel: 00 377 97 97 16 40
John Wright
College Hill Tel: (00 44)20 7 4572020
Nicola Weiner
John East & Partners Limited Tel: (00 44)20 7 6282200
John East
David Worlidge
JETCAM INTERNATIONAL HOLDINGS LIMITED
('JETCAM' or 'the Company')
Proposed Acquisition of Camtek Limited
Placing and Open Offer of 3,280,260 new Ordinary Shares
at 90p per share
Introduction
It was announced today that JETCAM has conditionally agreed to
acquire the entire issued share capital of Camtek, a company
whose principal activity is the development and marketing of CAM
software systems for computer numerical control programming of
machines in its primary market areas of metal cutting and
fabrication. These are complementary activities to the business
of your Company. The consideration for the acquisition is £4
million, of which £1.5 million is to be satisfied by the
allotment and issue of the Consideration Shares, with the balance
of £2.5 million payable in cash. For the year ended 30
September, 1998, Camtek earned a profit before tax and
exceptional items of £421,000 and had net assets of £934,000 at
that date. The principal Vendors, being Mr Geoffrey Hawkesford
and Mr Mike Anstey, have warranted that Camtek's profit before
tax for the year ending 30 September, 1999, after adjustment in
accordance with the Acquisition Agreement, will be not less than
£531,000.
The Company also proposes to raise £2.65million (net of expenses)
by way of the Placing and Open Offer of 3,280,260 new Ordinary
Shares at a price of 90p per share.
Information on JETCAM
History
The business of JETCAM was conceived by Ivan Stern and William
King in 1986 to develop and market software systems for computer
numerical control programming of punching and cutting machines
used in sheet metal fabrication and product development began in
February of that year. Ivan Stern was responsible for system
design and William King for implementation. The business was
transferred to JETCAM Corporation Pty. Limited in 1987, following
formal incorporation of that company in Australia and its first
product was launched later that year. Successive releases of new
product versions led to the introduction of the present range,
JETCAM Expert, in 1997.
In 1991 JETCAM Europe GmbH was established to distribute JETCAM
products throughout Europe. JETCAM International was established
in 1992 and was the main trading company of the JETCAM group
until its acquisition by the Company in April 1999. JETCAM
Corporation Pty Limited and JETCAM Europe GmbH were dissolved in
1992 and January 1999, respectively and all trading is now
carried out through the JETCAM Group.
The two-man team of Ivan Stern and William King, subsequently
augmented by two administrative support staff, constituted the
entire headcount of JETCAM International until the end of 1996.
From the beginning of 1997, JETCAM International steadily
strengthened its management, development, technical support and,
through its arrangements with B.A.S.E, its administrative
resources and established JETCAM UK in May 1998. The JETCAM
Group now employs a total of 15 staff and, through consultancy
arrangements and its arrangements with B.A.S.E., utilises the
services of a further 8 people.
The audited financial statements for the three year period ended
31 December 1998 show that JETCAM's business has been
consistently profitable and self-financing. Revenues have grown
to approximately £1.6 million with a profit, before and after
taxation, of £825,000 for the year ended 31 December 1998.
Today, over 2000 JETCAM software systems are installed worldwide
for use with more than 120 different types of computer numerical
control machines. The JETCAM Group's sales growth in recent
years has not been fully reflected in profit growth, as the
infrastructure has been increased to facilitate further growth in
future years.
The Company is entitled to, and is dependent on, all proprietary
intellectual property rights in respect of JETCAM products with
the exception of a specialised software library, which has
recently been purchased for integration into JETCAM Expert.
In May 1999, JETCAM issued 441,430 ordinary shares, which were
placed with investors at 70p per share and its entire issued
ordinary share capital was admitted to trading on AIM.
Current Products
The JETCAM Expert series of software programs provides an
efficient, easy to use method for creating computer numerical
control code to program metal punching and cutting machines. By
combining the Directors' understanding of sheet metal processing
technology with modern computer programming practices, JETCAM
Expert succeeds in automating most of the steps needed to create
computer numerical control code from CAD design drawings.
End user product prices range from US$7,800 to US$30,000 or
occasionally more, depending on model and options. The Directors
consider that the key points that distinguish JETCAM Expert
products from the competition are:
* ease of training, use and installation;
* the degree of automation possible;
* speed of performance; and
* high reliability coupled with low maintenance and post-sales
support.
Sales are made through the Company's UK subsidiary, a dealer
network and original equipment manufacturers. In the year ended
31 December 1998 original equipment manufacturers provided
approximately 56 per cent of JETCAM Group revenues, and the
Directors consider that they will continue to provide a high
proportion of sales in the future. JETCAM International also
introduced a software maintenance program in 1997, which is
expected to provide recurring and steadily increasing income.
Product Development
The development plans for JETCAM Expert contain a number of new
features. As well as small improvements, the Directors believe
that the move towards further automation of the process from
component drawing to computer numerical control code, should
enhance the Company's competitive advantage and bring benefits to
users. At the same time, product demonstrations will be made
easier and more compelling and the recent change to a fully
operational Windows version of the product will facilitate this
process.
In the last quarter of 1999 JETCAM intends to release its 3D
modelling and unfolding package, JETCAM 3D Expert. Already
supplied in pre-release form, this is designed specifically for
the computer numerical control machine user, to deal with the
problems of three dimensional sheet metal component design and
manufacturing construction. Used in conjunction with JETCAM
Expert, the Directors believe that this will provide a well
adapted tool to simplify handling of this type of work, either on
its own, or in association with general purpose computer aided
design packages.
On 29 June, 1999 JETCAM entered into heads of agreement with
Factory Automation Systems Inc., for the purchase of a non-
exclusive licence to utilise its press brake simulation software.
This software is used for programming press brake machines in the
manufacture of sheet metal components and to give a three
dimensional depiction of the bending process. The consideration
for the purchase of the licence is US$100,000, together with a
royalty payable at 8 per cent. of sales of JETCAM products
incorporating this software.
This modest outlay is expected by the Directors to accelerate the
launch of JETCAM's Bend Expert product, which extends further the
Company's product range for machine shop applications.
In the longer term, there are other areas where the Directors see
the opportunity to make a major impact on the market, focussed on
the needs of the sheet metal fabrication shop, which will
continue to be its prime area of expertise.
The Market
The Directors believe that the JETCAM Group's existing and
planned products have a total annual end user market of about
$240 million. Taking into account the sales mix, the Directors
believe that the JETCAM Group's current market penetration
equates to approximately 3.5 per cent.
Competition
In the computer aided manufacturing sector, the Directors believe
that competition comes from three principal sources:
i) independent companies, similar to JETCAM, which supply
software supporting most major computer numerical control
machines;
ii) machine tool manufacturers which develop their own software;
and
iii)small suppliers serving local customers.
Competitive Advantage and Barriers to Competition
JETCAM has evolved, and continues to develop, a system which the
Directors believe is more versatile and easier to use than
competitive products, providing a considerable measure of
automation, and which experience shows to be reliable, so that
post-sales support requirement is low.
JETCAM software contains complex algorithms which the Directors
believe would be difficult to replicate and are based on over
twelve years' experience in building a detailed understanding of
the variety and complexity of computer numerical control machine
characteristics and their continuing evolution.
The Directors believe that JETCAM's software is of high quality,
in terms of ease of training, reliability and maintainability.
Great stress has been laid on these aspects since product
inception, with the result that JETCAM International receives
very few reports of problems from its user base of over 2000
installations.
Market and Growth Opportunities
The Directors believe that JETCAM is unusual in the breadth of
computer numerical control machines which it services, in its
international presence and in its reputation as a supplier of
quality products. Many computer numerical control machine users
employ equipment from different sources. The JETCAM Group's
products provide a single software standard for a majority of
these machines reducing training allowing the same job to be
executed on different machines without reprogramming and
minimising the need for computer numerical control programmers.
The Directors believe, therefore, that the Company's software has
the potential to establish itself as a standard for the industry.
The enhancements currently being implemented in JETCAM's
products, following the recent release of the Windows version,
are intended to make the products easier to use and further
automate the process which turns a drawing into computer
numerical control instructions. The Directors believe that
downward pressure on pricing will be lessened by being able to
demonstrate more easily to the user the real value which the
software brings to the tasks. The Directors believe that this
should make it easier to obtain new original equipment
manufacturer customers as a continuation of the process towards
achieving industry standard status. It should also allow the
independent dealer network already in place to be expanded and
made more effective.
The new product initiatives described above are intended to add
new means of increasing revenues and profitability. In addition
to increasing product sales, in mid-1997 JETCAM introduced
maintenance agreements which generate incremental revenue and add
recurring income to the existing business.
The JETCAM Expert product range continues to be developed and new
products are scheduled to be released to cover other already well-
defined sheet metal fabrication shop requirements. The Directors
believe that there is an opportunity for one software system
supplier to become the dominant provider in what they perceive to
be a fragmented market and that the JETCAM Group's products,
market presence and reputation, position it to be able to achieve
this.
The Directors believe, therefore, that JETCAM's business will
grow through the continuing development of its existing products,
the release of new products and associated development of its
original equipment manufacturer and other reseller channels.
Financial Record
The JETCAM Group's results for the three years ended 31 December
1998 are summarised below.
Year ended 31 December
1996 1997 1998
£'000 £'000 £'000
Revenues 1,383 1,282 1,635
Cost of Sales (49) (75) (63)
Gross Profit 1,334 1,207 1,572
Profit before and 766 603 825
after tax
The results for the year ended 31 December 1997 were adversely
affected by three factors:
* currency fluctuations, which impacted on the value of sales;
* development of the WindowsTM version of JETCAM Expert; and
* an increase in the infrastructure of JETCAM International to
facilitate anticipated growth.
Information on Camtek
History
Camtek was formed in 1983 by Geoffrey Hawkesford, its managing
director, and Mike Anstey, its technical director. The company
has traded profitably since its inception as a developer of CAM
and computer integrated manufacturing software systems on which
it is dependent. It has evolved into a team of 32 personnel,
working in research and development, systems creation and
support, application support and customer training, together with
sales and administration, for its core business, which is metal
cutting and fabrication. In 1992, Camtek acquired and developed
the freehold premises in the centre of Malvern, Worcestershire,
which are adjacent to the leasehold premises which it continues
to occupy. Camtek established a subsidiary in the USA in 1995,
which commenced trading in May 1998.
Products and Services
Camtek's main product is the PEPS Production Engineering
Productivity System which is PC based and comprises two modules.
PEPSFAB, the fabrication module, develops numerical control data
for punching and nibbling, laser, plasma or flame profiling and
water jet cutting machines; PEPSCUT simplifies the programming of
wire electrical discharge cutting machines and milling, turning
and routing machine tools. Applications for these products can
be found in a wide range of industries, including the automotive,
military, machine tool, aerospace, fabrication and marine
industries and are designed to be used in machine shops
worldwide.
Customers
Camtek has an installed base of over 8,000 systems worldwide.
For the year ended 30 September 1998, approximately 80 per cent.
of sales were to agents, distributors, or equipment manufacturers
and 20 per cent. of sales to end users. Approximately 45 per
cent of sales were derived from the top three customers and
approximately 60 per cent. from the top 12 customers.
Financial Record
The Camtek Group's results for the three years ended 30 September
1998 are summarised below.
Year ended 30 September
1996 1997 1998
£'000 £'000 £'000
Revenues 1,338 1,668 2,106
Cost of Sales (586) (710) (822)
Gross Profit 802 958 1,284
Profit before tax &
exceptional items 69 189 421
Exceptional items 82 89 (199)
Profit before tax 151 278 222
Reasons for the Acquisition
The Directors and Proposed Director consider that Camtek's
competitors fall into the same categories as those of JETCAM,
with the occasional exception of approximately six large CAD/CAM
suppliers.
When JETCAM's ordinary shares were admitted to AIM in May 1999,
the Directors stated that they perceived the sheet metal computer
numerical control programming software market as being very
fragmented. They further stated that they believed that
admission to AIM would provide the Company with the ability to
make acquisitions, which they intended to finance either by
further issues of Ordinary Shares or the proceeds of further
issues of Ordinary Shares, as appropriate. The acquisition of
Camtek is the first such acquisition. The business of Camtek is
complimentary to the business of JETCAM. Both companies are
engaged in the production of computer numerical control
programming software for use in metal cutting and fabrication.
There is hardly any customer overlap and Camtek's PEPSCUT
software provides an extension to JETCAM's product range.
Furthermore, the premises and facilities at Camtek's premises in
Malvern provide a future opportunity for the integration of
JETCAM UK.
Details of the Acquisition
The consideration for the Acquisition is £4 million, of which
£1.5 million is to be satisfied by the issue at the Placing Price
of the Consideration Shares credited as fully paid and the
balance of £2.5 million is payable in cash on completion of the
Acquisition, which is scheduled to take place as soon as is
practicable following the Special General Meeting. Prior to
completion of the Acquisition, it is intended that the Vendors
will have received £400,000 in cash from Camtek, by way of a
special dividend, and will also have had the ownership of two
properties with an aggregate book value of £183,000 transferred
into their own names. The resultant net assets of Camtek at
completion of the Acquisition are expected to be approximately
£720,000.
It is a term of the Acquisition that the Vendors give irrevocable
undertakings to JETCAM, John East & Partners and Townsley that,
subject to certain exceptions, they will not sell the
Consideration Shares at any time during the first 12 months after
Admission without the prior written consent of John East &
Partners and Townsley. The Vendors have additionally undertaken
only to sell the Consideration Shares through Townsley for a
period of 12 months following the initial 12 month period.
Current Trading
The unaudited interim results for the six months ended 30 June,
1999 were announced earlier today and show a profit before and
after taxation of £300,000 on sales of £902,000.
The Directors believe that the outlook for the year as a whole is
still in line with original expectations for a satisfactory
result. The factors that will contribute to this are a
strengthening of sales to the company's major OEM customer, an
aggressive marketing campaign promoted by a new marketing
manager, a dealer management, development and expansion
programme, additional emphasis on the Company's recurring
maintenance income and the anticipated launch of new products in
the second half of the year.
Camtek has had a successful year's trading and the principal
Vendors have warranted that its profit before tax for the year
ending 30 September, 1999, after adjustment in accordance with
the Acquisition Agreement, will be not less than £531,000.
Future Prospects for the Enlarged Group
The Acquisition will substantially increase the size of JETCAM
Group. The Directors and Proposed Director believe that the
JETCAM Group will benefit from the Acquisition, due to an
increased customer base and increased product range which will
provide the opportunity to sell a wider range of products,
including the new products described above, to all customers, and
will further benefit from greater size from which to make further
acquisitions. They also believe that the integration of the two
UK operations should result in enhanced market visibility and
worthwhile cost savings.
Although one customer providing approximately 10 per cent of
Camtek's turnover in the year ended 30 September 1998 has
indicated that the Acquisition will lead to the current
relationship being terminated, the Directors and Proposed
Director do not consider that this would have a material adverse
impact on the Enlarged Group and feel justified in looking to the
future with confidence.
Directors, Proposed Director and Senior Management of the
Enlarged Group
Directors
George Kynoch (Non-Executive Chairman), aged 52, was appointed a
director and chairman of the Company in June 1999 and is also non-
executive chairman of Silvertech International plc, London Marine
Group Limited, Mountwest 146 Limited, Benson Group Limited and is
also a director of Midmar Energy Limited and WML Group plc. He
has over 20 years' experience in industry and was chief executive
of G & G Kynoch plc (the predecessor of Kynoch Group plc), the
listed designer and manufacturer of healthcare equipment for use
in contamination control. He was also Grampian Industrialist of
the Year in 1988 and received the Highland Business Award. Mr
Kynoch was the Scottish Office Industry and Local Government
Minister from 1995 to 1997, while serving as Member of Parliament
for Kincardine and Deeside between 1992 and 1997.
Ivan Stern (Chief Executive and Deputy Chairman), aged 53, is the
co-founder of JETCAM and its predecessor companies. Prior to
establishing JETCAM, he was between 1984 and 1986 a director of
and a shareholder in The Portable Computer Company Pty. Limited
in Australia, to which he had emigrated from Czechoslovakia in
1970. Between 1970 and 1984, he was employed by various companies
in the electronic and computer industry, including his own
company, Stern Electronic Services Pty. Limited, between 1981 and
1984. He moved to Germany in 1991 and to Monaco in 1993. He is
responsible for development and marketing.
William King (Technical Director), aged 37, is the other co-
founder of JETCAM and its predecessor companies. He is the head
of software development with responsibility for creating the
architecture to implement application in the most efficient and
flexible manner.
John Wright (Business Development Director), aged 57, joined
JETCAM in January 1997. His responsibilities include strategic
business and sales development and administration. His early
career was spent with ICL and Xerox Data Systems Limited, where
he was UK Sales Manager. In 1976 he became UK managing director
of Systems Engineering Laboratories Inc., a Florida based
supplier of real-time computers, becoming Vice-President Europe
in 1978 and Vice-President International in 1980. He
subsequently held senior positions with TYX Corporation, Cadence
Design Inc. and ANACAD GmbH, before joining the Company. Mr
Wright was the founder in 1976 of The Span Consultancy which
became one of the leading suppliers of computer consultancy
personnel in the UK, prior to its acquisition by Computer People
Limited (which is now part of Delphi Group plc) in 1994.
Peter Radzim (Managing Director of JETCAM International), aged
45, is Ivan Stern's brother. He joined the JETCAM Group in April
1998 with responsibility for ongoing JETCAM 3D Expert development
and product release and to take responsibility for the
development of a new product for production control. His
background is in the sheet metal industry and he continues to own
a sheet metal fabrication company and a metal finishing company
in Australia. He brings to JETCAM invaluable experience in all
aspects of the practicalities of running a successful sheet metal
fabrication operation.
Ian Ilsley, FCCA (Finance Director,) aged 50, is a certified
accountant, a member of The Society of Trust and Estate
Practitioners and a Fellow of the Institute of Directors. He has
been managing director of B.A.S.E and its controlling shareholder
since 1984.
Frank Lewis (Non-Executive Director), aged 53, qualified as a
chartered accountant in his native South Africa and qualified as
a chartered accountant in the UK following his arrival here in
1989. He has been Group Finance Director of Kerrington plc since
November 1994 and from 1989 until then was chief executive of
City Corporate Services Limited and three other companies as a
result. Prior to leaving South Africa he was, for four years,
finance director and deputy managing director of Computer
Warehouse Limited, a national computer retail and distribution
company based in Cape Town.
Proposed Director
Geoffrey Hawkesford (Managing Director of Camtek), aged 51, is
the joint founder of Camtek and is responsible for product
development and commercial activities. Mr Hawkesford graduated
from the University of Aston in 1971, with a first class degree
in mechanical engineering. In 1977 he joined Counting House
Computer Systems Limited, ultimately being appointed technical
director. In 1981 he joined NC Riter Limited as technical
director before leaving to found Camtek in 1983.
Proposed Senior Management
Mike Anstey (Technical Director of Camtek), aged 43, is the joint
founder of Camtek and is responsible for product development and
programming. He has an honours degree in Combined Studies
(Mathematics and Computing) attained at Leicester Polytechnic in
1978. Prior to founding Camtek, he joined Counting House
Computer Systems Limited in 1978 as a computer programmer and NC
Riter Limited in 1982 as senior programmer.
John Didcote (Sales Director of Camtek), aged 54, joined Camtek
from NC Riter Limited in 1986. He was appointed sales director in
October 1990 and is responsible for worldwide sales of the
Company.
Employees
The Enlarged Group will employ or engage a total of 55 staff
including the Executive Directors, 18 in engineering, 12 in
technical support, 7 in sales and 18 in general management,
market development, administration and finance.
Corporate Governance
The Directors intend to comply with the combined Code on the
Principles of Good Governance and the code of Best Practice.
They have established audit and remuneration committees which
comprise the two non-executive directors. Frank Lewis is the
chairman of the audit committee and George Kynoch the chairman of
the remuneration committee.
Share Option Scheme and other arrangements
The Company has established the Share Option Scheme to provide an
incentive to senior executives, full time consultants and key
employees. Options over a total of 223,5000 Ordinary Shares were
granted under the Share Option Scheme to qualifying participants
at the time of the original admission to AIM. The Company also
granted at the time options over 360,828 Ordinary Shares to each
of The Brampton Group Ltd and Vigan Securities SA, which
companies are owned by the family trusts of John Wright and Ian
Ilsely respectively. In addition, options over 451,035 Ordinary
Shares were granted to Garnham & Co Limited, a company in which
Ian Ilsley is interested. Following the completion of the
Proposals, it is intended that options will be granted to certain
directors and the senior management of Camtek.
Dividends and Dividend Policy
Subject to compliance with Bermuda law, the Directors intend to
recommend, in respect of each year, an interim dividend and a
final dividend, which will normally be paid in April and October
respectively. The interim dividend will normally represent
approximately one third of the total dividend that may be paid in
respect of any year.
The Directors have today announced an interim dividend in respect
of the six month period ended 30th June, 1999 of 0.8p per share.
The Directors intend to follow a progressive dividend policy in
the future, having regard to the investment requirements of the
Enlarged Group.
Reasons for and Use of Proceeds of the Placing and Open Offer
The consideration for the Acquisition, as set out above, is £4
million, of which £1.5 million is to be satisfied by the issue of
the Consideration Shares with the balance of £2.5 million being
payable in cash. The Placing and Open Offer will raise gross
proceeds of approximately £2.95 million for the Company and will
provide the cash element of the consideration for the
Acquisition, with the balance being utilised to pay for the costs
of the implementation of the Propsoals and to provide working
capital generally for the Enlarged Group.
Details of the Placing and Open Offer
The Company is proposing to raise approximately £2.95 million
(before expenses) by the issue of the Placing Shares pursuant to
the Placing and Open Offer. Accordingly, 3,280,260 new Ordinary
Shares have been conditionally placed by Townsley, subject to
Qualifying Shareholders having the right to apply for such shares
under the Open Offer at a price of 90p per share free of expenses
pro rata to their existing shareholdings on the basis of:
2 Offer Shares for every 11 Existing Ordinary Shares
held at the close of business on the Record Date and so on in
proportion for any greater number of Existing Ordinary Shares
then held.
Fractional entitlements will not be allocated but will be
aggregated and sold for the benefit of the Company. The maximum
entitlement of each Qualifying Shareholder is indicated on the
Application Form accompanying this document. Qualifying
Shareholders may apply for any number of Offer Shares up to their
maximum entitlement.
The Directors of JETCAM, who in aggregate beneficially own 17.6
million Existing Ordinary Shares, representing 97.55 per cent of
the present issued ordinary share capital, have maximum aggregate
entitlements under the Open Offer to 3.2 million Offer Shares.
The Directors have irrevocably undertaken not to take up their
entitlements, which have been placed firm with institutional and
other investors.
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 the 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 Townsley 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 IRG plc
by 3.00pm on 25th October 1999.
The Placing and Open Offer is subject to the satisfaction, inter
alia, of the following conditions on or before 1st November,
1999, (or such later date being not later than 30th November,
1999, as the Company, John East & Partners and Townsley may
agree):
i) the passing without amendment of the Resolution at the
Special General Meeting;
ii) the subscription monies for the Placing Shares being
received in full;
iii) the Placing Agreement becoming unconditional in all respects
and not having been rescinded in accordance with its terms;
and
iv) Admission becoming effective by 9.00 a.m. on 1st November
1999, (or such later time or date not being later than 9.00
a.m. on 30th November 1999 as the Company, John East &
Partners and Townsley may agree).
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the existing ordinary shares,
including the right to receive all dividends and other
distributions hereafter declared, made or paid, save that they
will not rank for the interim dividend declared in respect of the
six month period ended 30 June 1999.
Marketability
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. Assuming that the Resolution is duly
passed at the Special General Meeting, it is expected that
Admission will become effective and trading in the New Ordinary
Shares will commence on 5th November, 1999. John East & Partners
has been appointed as the Company's nominated adviser and
Townsley & Co as the Company's nominated broker for this purpose.
It is emphasised that no application has been or is being made
for admission of Ordinary Shares to the Official List of the
London Stock Exchange. The rules of AIM are less demanding than
those of the Official List.
Pro Forma Net Assets of the Enlarged Group
The pro forma net assets of the Enlarged Group as at 30th June,
1999, taking into account the Placing, the Acquisition and the
expenses of the Proposals amounted to approximately £5 million.
Timetable of Principal Events 30 September 1999
Record Date for Open Offer 27 September 1999
Latest time for splitting Application Forms 3pm on 21 October
in respect of the Open Offer (to satisfy
bona fide market claims only)
Latest time for receipt of Forms of Proxy 11.00am on 24 October
for the Special General Meeting
Latest time for receipt of Application Forms 3.00pm on 25 October
and payment in full
Special General Meeting 11.00am on 26 October
Admission effective and trading expected to 1 November
Commence
Share certificates in respect of New Ordinary 8 November
Shares despatched by
Placing Statistics
Placing price 90 p
Number of Placing Shares 3,280,260
Number of Consideration Shares 1,666,667
Number of Ordinary Shares in issue following the 22,988,357
Proposals
Market capitalisation following Admission £20.69 million
at the Placing Price
Net proceeds receivable by the Company pursuant £2.65 million
to the Placing and Open Offer