Proposed Placing
Mondas PLC
14 July 2003
Mondas PLC
('Mondas' or 'the Company')
Proposed Placing by Teather & Greenwood Limited
of 5,000,000 new Ordinary Shares at 30 pence per share
Mondas PLC today announces a proposed placing of 5,000,000 new ordinary shares
representing 23.7 per cent. of the existing issued ordinary share capital of the
Company, at a price of 30p per share (the 'Placing Price') to raise £1,500,000
gross (approximately £1.425 million net of expenses) (the 'Placing'). The
proceeds of the Placing will be used to accelerate Mondas's product development
plan and to expand into other markets. The Placing is conditional upon
shareholder approval which is to be sought at an Extraordinary General Meeting
('EGM') of the Company convened for 8 August 2003, notice of which is set out in
a circular ('Circular') to shareholders to be posted later today.
Background and reasons for the Placing
In the Chairman's statement announced with the preliminary results on 25th June,
2003, we described the encouraging trading which we experienced in the second
half of the year ended 30th April, 2003, achieving our best operating results to
date, posting record revenues and operating profits with substantial cash
generation. Also described was how the business of Mondas is now organised into
two discrete business units, namely the Banking and Securities Business Unit and
the Resource Business Unit, which concentrates on the Public and Commercial
Sectors providing the Resource accounting and financial software solution.
In the Chairman's statement it was stated that the Board believed opportunities
faced the Company which would enable it to expand both organically and by
acquisition.
Following the announcement of the preliminary results, our flagship corporate
actions product, Radica CAPS, led Mondas to be assessed by an independent panel
of user experts at the 2003 City Compass Benchmarking event, 'as the leading
supplier of Corporate Actions systems for Asset Managers and Broker Dealers'.
Our customer list now includes Credit Suisse First Boston (Europe) Limited,
Credit Suisse Asset Management, GNI, Man Securities, Close Wealth Management and
Brewin Dolphin.
Following this assessment the Directors believe the Company has an opportunity
to take Radica CAPS into other markets, including Global Custody and overseas
markets, in particular the United States where specific opportunities exist with
large financial organisations. To capitalise on these opportunities we now need
to accelerate plans. At the same time we need to augment our local
implementation and support services in these overseas markets. The Directors
recognise that development of these opportunities can involve protracted
negotiations and investment during the sales cycle.
The Directors have recognised for some time that additional equity capital would
be necessary to pursue these objectives and address the issues just described.
The Placing will broaden our institutional shareholder base and enhance our
financial strength, particularly when being viewed as a vendor of major systems.
We also believe that small complementary acquisition opportunities exist in
our market place, particularly for those companies with the resources to exploit
them.
Current trading
On 25th June, 2003 the Company announced its preliminary results for the year
ended 30th April 2003, which showed a turnover of £3.71 million an operating
loss before goodwill amortisation and depreciation of £680,000 and a loss before
taxation but after goodwill amortisation and depreciation of £2.22 million. The
results for the year are set out in full in the 2003 Annual Report and Accounts,
which are to be enclosed with the Circular.
The Company is also pleased to announce today that the Resource Business Unit
has won two further assignments in the health and education sectors. The Orkney
NHS Trust contract is worth approximately £80,000 and the University of Wales
Registry £40,000.
The Placing
The Company is proposing to raise £1.5 million gross (approximately £1.425
million net of expenses) by the issue of 5,000,000 new Ordinary Shares at the
Placing Price, (representing 23.7 per cent. of the Existing Ordinary Shares) to
institutional, and other clients of, Teather & Greenwood. The Placing Price
represents a premium of approximately 3.45 per cent. to the closing mid-market
price of the Ordinary Shares on 11th July, 2003 The net proceeds of the Placing
will amount to approximately £1.425 million, which will provide working capital
for the Company. The Placing is conditional on the passing of the resolutions
('Resolutions') to be proposed at the EGM.
Pursuant to a Placing Agreement, Teather & Greenwood has agreed to use its
reasonable endeavours to procure placees for the Placing Shares at the Placing
Price. The Placing Agreement is conditional on, inter alia, the passing of the
Resolutions and admission to trading of the Placing Shares on AIM. The Placing
is not underwritten.
The new Ordinary Shares will not be offered generally to shareholders, whether
on a pre-emptive basis or otherwise. The Directors believe that the additional
cost and delay to which a rights issue or an open offer would entail, would not
be in the best interests of the Company in the circumstances, given the relative
size of the Placing.
Application will be made for the Placing Shares to be admitted to trading on AIM
and dealings are expected to commence on 11th August, 2003.
Recommendation
The directors unanimously believe that the Proposals are in the best interests
of the Company and its Shareholders and recommend that shareholders vote in
favour of the Resolutions, as they intend to do in respect of their aggregate
shareholding of 6,500,246 Ordinary Shares, representing approximately 30.8 per
cent of the issued share capital of the Company.
EGM
Notice of the EGM is set out in the Circular which is beheld at the offices of
John East & Partners Limited, Crystal Gate, 28-30 Worship Street, London EC2A
2AH on 8th August, 2003, at 10.35 a.m. (or as soon thereafter as the Annual
General Meeting convened for 10.30 a.m. on the same date and at the same place
shall have been concluded or adjourned).
14 July 2003
ENQUIRIES:
Mondas PLC Tel: 020 7392 1302
Ian Selby, Finance Director
Teather & Greenwood Tel: 020 7426 9000
Stephen Austin
John East & Partners Tel: 020 7628 2200
Simon Clements
College Hill Tel: 020 7457 2020
Matthew Smallwood
This information is provided by RNS
The company news service from the London Stock Exchange