Offering of New Ordinary Shares

BATM Advanced Communications Ld 9 November 1999 Not for release or distribution in or into the United States of America, Canada, Japan or Australia BATM Advanced Communications Limited Offering of new ordinary shares BATM Advanced Communications Limited ('BATM' or the 'Company'), the Israeli high technology networking company, today announces an offering of up to 3.3 million new ordinary shares, representing approximately 9.9 per cent. of the existing issued share capital of the Company ('the Offering'). Dresdner Kleinwort Benson is sole bookrunner for the Offering. Background to and reasons for the Offering BATM is primarily a designer and manufacturer of communications equipment for corporate networks, both within buildings and between buildings. The company's product range is focused on products embodying considerable in-house research and development. The last two years have seen the rapid development of BATM's products aimed at the LAN and WAN. Products include the TITAN T4 switch that has the capacity to combine high density 96 fast ethernet (10/100 mb) and 12 gigabit ethernet ports and the recently launched TITAN T5, capable of twice the switching capacity of the TITAN T4. These products combine fast switching with high levels of flexibility of network connectivity across both copper and fibre optic networks including recent VDSL modules. Additionally, BATM has been developing a non-blocking TITAN T6 switch, a prototype of which was recently profiled at the Geneva Telecom show in October 1999. This generic switch demonstrated non-blocking switching capability of 256 gigabit. BATM intends to commence external Beta trials of the TITAN T6 in April 2000. The Company has recently announced further orders from 3M totalling US$18.5 million for fiscal 2000. As a next- generation product, BATM is working on the development of a photonic switch, the TITAN T8, capable of switching optical signals without conversion to electronic form. Total sales have risen to US$18.1 million in fiscal 1998 with US$10.9 million being achieved in the first half of fiscal 1999. Major customers now include major OEMs such as IBM and 3M. Operating profit for the first half of 1999 at US$1.9 million is up 121 per cent. over the corresponding same period in the prior year, largely as a result of the benefits of turnover growth. Gross profit margin increased from 44 per cent. to 50 per cent., whilst selling, general and administrative expenses decreased from 30 per cent. to 26 per cent. of sales. Profit after taxes and minorities for the first half of fiscal 1999 was US$2.7 million giving earnings per share of 8.50 cents, an increase of 120 per cent. over the same period fiscal 1998. BATM's strategy is to attain technological excellence while achieving penetration of its products in the packet based networking, telecommunications and data communications markets. As well as organic sales growth, BATM considers that, in order to increase significantly its market share, it requires to strengthen its relationships with OEMs, many of whom are US companies. BATM believes this will be best achieved through the acquisition of businesses in the related areas of networking technology and datacoms equipment. The share issue is being undertaken to provide funds for acquisitions that will complement existing BATM technologies as well as providing broader distribution channels to market for its products. The primary focus of BATM's acquisition strategy will be in the US, where the board considers there are a large number of such acquisition opportunities. In addition a number of opportunities also exist in Europe. The net proceeds of the issue will therefore mainly be applied to this acquisition strategy. BATM is currently reviewing a number of potential transactions. However, in order to compete successfully in a fast moving environment, potential vendors require certainty of funding. In addition, BATM considers that such acquisitions are best funded wholly or largely out of the proceeds from issuing new equity in the Company. Accordingly, BATM considers that it is now appropriate to raise new equity, amounting to approximately 9.99 per cent. of the Company's existing issued share capital. The net proceeds of which will provide the Company with the flexibility to pursue both its acquisition and organic growth strategies. Extension of 3M option 3M has agreed to extend its option - which enables it to increase its current holding of 4.34 per cent. of the share capital of BATM to 9.9 per cent. of the enlarged share capital of BATM at that point in time (at the market price then prevailing) - from 31 May 2000 to 31 December 2000. Details of the Offering The offering will be undertaken by Dresdner Kleinwort Benson, as sole book-runner, by way of an accelerated bookbuilding process. The exact number of shares to be placed will be determined upon completion of the bookbuilding exercise. This, together with details of the pricing of the issue, are expected to be announced on or around Thursday, 11 November 1999. The book will be open with immediate effect and Dresdner Kleinwort Benson reserves the right to close the book at any time. Application will be made for admission of the new ordinary shares to the Official List of the London Stock Exchange. Directors' interests and lock-up arrangements Dr. Zvi Marom and Dr. Dan Kaznelson have indicated that they intend to sell 150,000 and 1,000 ordinary shares respectively out of their current shareholdings of 10,325,090 and 113,636 ordinary shares respectively. These shares will be sold by Dresdner Kleinwort Benson on behalf of Dr. Marom and Dr. Kaznelson contemporaneously with the Offering. As part of the arrangements relating to the Offering, the Directors of BATM will undertake not to dispose of any further shares for a period of 12 months from the date of the Offering. In addition the Company will undertake not to issue further new ordinary shares for a period of 6 months following the Offering. The non-executive chairman, Mr David Goldman, died on 26 October 1999. At the time of his death Mr Goldman owned 5 million ordinary shares in the Company (representing 15.2% of the issued share capital of BATM). BATM has grounds to believe that this shareholding will continue to be held by the Goldman family. Current trading and prospects In October, at a ceremony at George Washington University, the joint venture between the Company and 3M received a grant of US$1.0 million from the U.S.-Israel Science & Technology Commission for the development of the Titan T6 switch. The terms of the grant entitle the Foundation to royalties of 2 per cent. on all sales of the Titan T6 until the full amount of the grant is repaid and the government of Israel may ask the Company to grant licenses of the Titan T6 to third parties where it considers it reasonable to do so. Since the publication of the Interim Results, the Company's trading performance has been in line with expectations and other than as described above, there have been no material changes in the business or prospects of the Company. Chief Executive - Comment Commenting on the offering, Zvi Marom, Chief Executive said: 'The Offering represents an important step in BATM's strategy. Against our strong portfolio of products, the proceeds we receive will enable us to concentrate our marketing efforts through carefully selected acquisitions of complementary businesses in the areas of telecommunications and data communications.' For further information: BATM Tues 9th, Wed 10th 0207 623 8000 Ofer Bar-Ner, Chief Thereafter 00 972 3 938 6888 Financial Officer Dresdner Kleinwort Benson 0207 623 8000 Mark Smith Christopher Wilkinson Shore Capital and Corporate 0207 734 7293 Limited Graham Shore Ludgate Communications 0207 253 2252 Edward Macquisten
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