Conference Call
Transense Technologies PLC
02 November 2007
Transense Technologies plc
('Transense' or the 'Company')
Conference Call
Disclaimer:
These comments were made to shareholders purely in their capacity as
shareholders of the Company. None of the comments should be construed as
investment, legal or fiscal advice and we would encourage you to consult your
professional advisers if you have any doubts.
We have referred in this presentation to various historical data. You should
note that past performance is not a guide to future performance. Furthermore,
this presentation includes statements that are, or may be deemed to be,
'forward-looking statements' regarding the intentions, beliefs or current
expectations of the Board. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance and neither the Company nor
any of its advisers guarantee that the assumptions underlying such
forward-looking statements are free from errors, nor do they accept
responsibility for the future accuracy of the opinions expressed in this
presentation or the actual occurrence of forecasted developments.
This presentation has been prepared solely to provide a basis for shareholders
to consider the merits of the proposals at the forthcoming General Meeting. This
presentation does not constitute or form part of, and should not be construed
as, an offer or invitation to purchase, sell or subscribe for, or any
solicitation of any such offer to purchase, sell or subscribe for, any
securities of any kind.
Script:
On a shareholder conference call held at 10am on 2 November 2007, the following
statement was read out:
'<<>>
Good morning to all shareholders
Firstly I would like to thank you all for sparing your time this morning. We
organised this conference call today to address shareholder questions regarding
the Board's decision to enter into a conditional contract to acquire Bishop
Technology Group Limited and to secure your support at the General Meeting to be
held on 16 November 2007. The Board recognised that shareholders have questions
that they would like addressed ahead of the General Meeting and we will
endeavour to answer some of these questions to the best of our ability this
morning.
I would like to introduce the parties on the call today, which includes
management from both Transense and Bishop:
• Myself Jim Perry, CEO of Transense
• Peter Woods, Chairman of Transense
• Howard Pearl, Financial Director of Transense
• Ray Lohr, Technical Director of Transense
• Graham Eves, Commercial Director of Transense
• Rodney Westhead, Non-Executive Director of Transense
• Bruce Grey, CEO of Bishop and proposed CEO of Transense
• Tim Renfrey, Chief Financial Officer of Bishop and proposed Finance
Director of Transense
On 26 October 2007, the Board invited shareholders to submit any questions they
may have on the proposed acquisition and the Board would like to thank everyone
for their participation in providing these. Unfortunately, we have been advised
that an open question and answer debate will not be possible on this conference
call.
During the call, management will address 10 questions that best answer the vast
majority of the queries submitted by shareholders. Any shareholders that feel
that their questions have not been answered may still put these forward to the
Board at the General Meeting on 16 November 2007. Owing to regulatory
requirements, there can be no price sensitive information disclosed during this
call.
I would like to start by providing shareholders with the background to the
acquisition. The Board and some of the major shareholders of Transense consider
this transaction to be in the best interest of the Company and its Shareholders.
There are numerous reasons for this transaction, but above all, we believe that
the best thing about this deal is the management fit and our combined expertise
and vision for the automotive industry.
I have been interested in bringing our two companies together since learning of
Bishop's technology over 10 years ago. I have a lot of respect for the Bishop
management team and their proven expertise in commercialising technology into
the automotive sector.
I will now begin the question and answer part of today's call. I would like to
invite our chairman, Peter Woods, to read out the questions that were asked of
the Board and a response will follow from the most appropriate member of the
Transense or Bishop Management team.
<<< Peter Woods >>
Thank you Jim. I will be putting ten questions to the management on behalf of
shareholders, and inviting the appropriate member of the Bishop or Transense
team to provide an answer to these questions within the confines imposed upon us
by regulatory and legal requirements. Turning to question 1.
Questions:
1. If the acquisition and placing are not approved at the General Meeting,
can you please outline the Board's views on, and plans for, the future?
<<>>
• One of the main attractions of the Bishop deal is that by securing future
management, appropriate funding and commercial synergies we are confident
that the prospects for our businesses will start to be reflected in a
recovery in our share price in the medium to long term once investors
understand the real value of putting our two companies together. Securing
the new management team give us confidence in bringing our revenue stream
within the time frames indicated in the presentation on our website which we
used in marketing this transaction to investors, and without them it is
possible that the timing of the revenues could be further delayed. It is
expected that Bishop will provide immediate cash flows for the business,
whereas Transense revenues continue to remain several years away even now.
• In the event that the Resolution is not approved at the General Meeting,
Transense will also need to secure and develop a new management team to lead
the business. Transense is likely to need to conduct a new fundraising
exercise to develop its business. This fund-raising would involve additional
expenses on top of those significant expenses already incurred on this
transaction and there can be no certainty as to whether a fund raising could
be secured or if so at what price. Further, if the Resolution is not
approved, given the seriousness of that situation, the Board will have to
review all available options in conjunction with its shareholders.
2. Can you please provide a detailed background on the credentials and
expertise of Bruce Grey and Tim Renfrey and their ability to run a UK listed
international automotive business?
<<>>
I am currently Group Managing Director of the Bishop Technology Group. I have
held this position for the last eleven years and I have 35 years experience in
senior management positions in automotive engineering, manufacturing and
international market development.
I have also been responsible for negotiating licence agreements on behalf of
Bishop with a number of other corporations, including - JTEKT (formerly
Koyo Seiko) - Japan
Visteon - USA and Germany and NSK Ltd - Japan.
In 1998, I was responsible for initiating a Joint Venture (BMB Steering
Innovation GmbH) with Mercedes Benz to manufacture Bishop's steering racks in
Schonebeck, Germany. I have been Chairman of the Board of this business since
initiation. Major customers are Mercedes Benz, Ford, SAAB and General Motors.
As a consequence of this venture, in 2001, I negotiated with DaimlerChrysler AG
of Stuttgart for them to take a 30% minority shareholding in the Bishop Group.
In 2006, Bishop initiated a Joint Venture in Korea - Bishop Hando Steering
Components Limited and I am currently the Chairman of this company.
In the past years the Bishop Group, of which I have been Managing Director, we
has received a number of industry awards including:
• the Engineering Excellence Award - Products, Manufacturing & Control
Systems category (Institution of Engineers, Sydney Division)
• the Engineering Excellence Award - Innovations & Inventions category
(Institution of Engineers, Sydney Division)
• the Western Sydney Industry Award - Highly Commended in Global
Excellence
Prior to Bishop, I was Group General Manager of Clyde Industries Limited, a
large Australian public company, from 1985 until 1995. I was responsible for a
number of divisions, including Clyde Engineering, at a time when they had over
AU$450 million in contracts with some of the largest automotive OEMs. This gave
me an extensive amount of experience in dealing with a large number of
shareholders.
Today 24% of all motor vehicles manufactured around the world each year use
Bishop steering technology.
I would like to pass you over to my Finance Director Tim Renfrey.
<<>>
Good morning Transense shareholders, I have been Chief Financial Officer of
Bishop for 2 years and a Bishop employee for over 7 years. After obtaining
qualifications in Australia, I worked for Chartered Accounting firm Coopers and
Lybrand (now PricewaterhouseCoopers), multinational companies like Amcor, BTR
Nylex and Australian National Industries (ANI). It was during my employment
with ANI that I was seconded for two years to Sheffield as Financial Director of
one of the UK's largest metal tube manufacturers.
As part of my role for Bishop, I am a Board representative of two overseas joint
ventures - one in Germany and one in Korea and am currently a Director and
Company Secretary of almost all the Bishop subsidiary companies both in
Australia and overseas. These positions require fundamental understanding of
Statutory reporting and compliance both nationally and internationally.
Australia has a similar accounting and reporting structure to the UK.
Bruce and I are heavily involved in the commercialisation of the Bishop
portfolio of over 300 patents and travel extensively internationally developing
the Bishop Group.
3. Bishop appears to be an automotive parts business, rather than an IP
led technology business as described in the Admission Document. Can you please
elaborate on Bishop's products, its IP, product liability (including risks to
the Enlarged Group) and how Bishop competes with other large tier one and two
steering gear suppliers?
<<>>
Bishop is a leading global technology licensing and know-how company serving the
automotive industry.
There are no other independent global steering rack suppliers. All of the tier
one global steering gear manufacturers could once have been considered to be
competitors as they were intent on developing their own steering gear component
technology. Most of the tier one steering gear suppliers still manufacture
steering racks using the traditional broaching method. They are all now more
focused on total system development and prefer to outsource component
manufacture such as steering racks. A large proportion of the major tier one
steering gear suppliers are now either current licensees or customers of Bishop
and/or BMB. There are three small regional independent manufacturers of steering
racks which can be classed as competitors to BMB - Peugeot-Japy, Curtis Screw
and Neturen. Peugeot-Japy manufactures only in Europe at one site and uses only
the broaching method; steering racks are not its core business. Curtis Screw
commenced manufacturing steering racks in 2006 using the broaching method.
Steering racks are not its core business and it manufactures only in the US at
one site. Neturen manufactures only in Japan and has developed a broached hollow
rack process.
Bishop only invests in R&D when it can identify a strong IP position. We own 58
patent families which translates into over 300 individual patents. In 1997 we
decided to industrialise certain IP because we saw an opportunity to earn
greater profits than from merely taking a licensing approach. Bishop typically
aims to get both product and process patents to strengthen its position in the
market. We have a very strong position in the steering rack market where we own
both product patents and patents relating to the precision warm forging process.
Bishop has developed a warm forging manufacturing process. This process can be
applied to a number of automotive components and has ultimate application in
other fields. Bishop originally developed this process to manufacture variable
ratio gear forms for steering racks. The traditional manufacturing process used
by the world's top five steering manufacturers for these components, called the
broaching method, involves the
removal of large amounts of material in complex machining operations, creating
substantial waste material. The Bishop warm forging process enables the
manufacture of net shape accurate gear forms, without the need to remove excess
material or 'flash' commonly found with other forging processes. This reduces
the weight of the product, the cost of materials and increases overall strength.
It is a very clean, precision process and the surface finish is such that the
gear teeth require no further manufacturing processes.
Bishop has been operating for over 35 years and no successful product liability
claims have ever been made against Bishop. Bishop carries product liability
insurance. A number of major tier one steering gear manufacturers are customers
or Licensees of Bishop - this includes ZF, TRW, JTEKT, NSK, Adwest, TKPST and
Ford.
4. In combining the two businesses what do you see as the benefits for
Transense?
<<>>
Transense and Bishop are both technology licensing companies to the global
automotive industry. Individually they are focused on innovation for safety
critical aspects of commercial and passenger motor vehicles. The Directors and
Proposed Directors believe that steering and tyres are two of the most safety
critical aspects of any motor vehicle.
Bishop has developed a strong market position in the supply of IP for products
and processes for components which are critical to the steering performance of
passenger motor vehicles, while Transense has developed a strong market position
in the supply of IP for products and processes for components to enable tyre
pressure monitoring and torque sensing for improved vehicle control
characteristics.
The Enlarged Group will be in a position to take a combined approach to
marketing the importance of steering, tyres and stability control systems to a
vehicle's performance to the major vehicle manufacturers. This can be
implemented through Bishop's regional offices in North America, Europe and Asia.
Therefore, the Enlarged Group will be focused on safety critical and
environmentally sensitive technology, which is in high demand, driven by both
competition and legislation.
There is an opportunity for the Enlarged Group to develop a complete EPAS system
incorporating Transense's SAW sensor and Bishop's variable ratio steering rack.
Bishop has good contacts among the tier one steering suppliers, both at the
development level and at the commercial level that will assist in promoting
Transense's SAW steering torque sensor for EPAS applications.
Transense has significant electronic and software engineering expertise while
Bishop has significant mechanical engineering expertise. The combination of
these two talent pools provides a very comprehensive mechatronics capability
focused on the creation of IP in the field of automotive engineering. Bishop
also has a precision engineering operation in Sydney capable of providing
design, tooling and prototyping services for the Enlarged Group. Tim and I are
showing our commitment to this transaction by relocating our families to the UK
to make 'real' time decisions for the global business.
However, the most significant asset of Bishop is its JVs. BMB in Germany is
working 3 shifts a day, seven days a week and at full capacity. The new plant in
the US goes on stream next year and although no racks have been produced there
yet, 75% of its total capacity is already committed. The JV in Korea commenced
production in January 2007 and this plant will service the fast growing market
in Asia.
In summary, the Transense Directors believe that Transense will benefit from the
Acquisition of Bishop with:
• a stronger global presence with increased marketing opportunities;
• a UK based strengthened management team with management succession;
• an improved financial platform;
• form an integrated global automotive technology group; and which
• will be poised for growth.
5. Regarding Bishop's current financial situation - it appears that in the
year to June 2006 Bishop made a NPAT of AU$2.3m while for the last financial
year to June 2007 they made a loss of AU$1.5m - is Bishop a declining business?
Can you please elaborate on the circumstances surrounding the fall in
profitability?
<<>>
Firstly, can I please note that the Bishop financial statements have been
prepared in accordance with International Financial Reporting Standards (IFRSs)
and AIM requirements. All information contained in the Admission document has
been reviewed by KPMG Audit plc.
Currently 24% of all motor vehicles manufactured each year, globally are using
Bishop Technology. Having spent over £10m in R&D, Bishop is continuously
improving and innovating - both for its own advancement as well as its licensees
and customers.
Part of Bishop's decline in profitability between 2006 and 2007 was caused by
Management's commitment to expanding and growing the business. The JV in
Germany - BMB Steering Innovation GmbH - has now expanded into North America.
As serious production in this new facility will not commence until the end of
2008, BMB Steering Innovation Inc is incurring start up losses - in 2007 these
amounted to AU$918,000 (representing Bishop's share only).
In addition to these start up losses, Bishop has received an order for AU$3.3m
in Bishop special purpose machines and tooling to be built in the Australian
manufacturing facility in Sydney - this order, despite being received, has not
been completed and the gross contribution of AU$1.2m will not be recognised in
the P&L until shipped (expected to happen in 2008).
Bishop incurred two other one-off costs in the 2007 financial year. The first
was AU$786,000 in foreign exchange fluctuations caused by a change in the
accounting standards. The second one-off cost in 2007 related to the write off
of certain stock and inventory items and the write down of assets under the new
International Accounting regulations - IFRS. These adjustments were required to
ensure the carrying values of assets were correctly recorded in Bishop's
accounts. Profit impact in 2007 - AU$640,000 unfavourable.
Therefore adjusting the 2007 results for the above one-off items would result in
a AU$1.5m loss turning into a AU$2m profit.
6. Bishop has net current borrowings of AU$6.7m for the year ended June
2007 compared with AU$4.7m in June 2005. Does this highlight a deteriorating
working capital position for Bishop?
<<>>
Yes, Bishop has seen some deterioration in its working capital position since
2005. Each year sales and associated infrastructure to achieve those sales is
planned. A considerable proportion of these costs are fixed as they represent
the labour component of generating the sale revenues. If for example sales are
deferred - like the BMB Steering Innovation Inc order of AU$3.3m - then Bishop
still incurs the fixed costs despite the sales deferment. Other sales are
sought to replace the deferred revenue streams but this can always be
challenging particularly for a large order replacement of AU$3.3m. Therefore the
fixed cost components not offset by replacement sales represents a deterioration
to working capital.
However, the main reason for the increase in current borrowings from 2005 to
2007 related to the borrowings associated with our new JV in Korea.
7. Bishop appears to be dependant on 2 clients for over 40% of their
revenues (i.e. Visteon). How sustainable are these contracts? Is Bishop
concerned about the declining business of Ford and, as a result, Visteon?
<<>>
In 1996 60% of Bishop's income was derived from the Ford Motor Company in
conjunction with their parts supplier Visteon. Today Ford and Visteon now only
account for 25% of Bishop's income. Other major customers are JTEKT in Japan
(the major supplier of steering to Toyota), BMB Steering Innovation our JV with
ThyssenKrupp Presta Steertec, Autocam in the US and ZF Lenksysteme in Germany.
Ford's market share is declining but because Bishop has strong penetration with
most major steering gear manufacturers our combined series production and
tooling sales are growing.
8. Please explain the key events that the Board went through leading up to
the suspension of Transense's shares and the publication of the Admission
document complete with Circular. Did the Board consider a rights issue so that
all shareholders could participate in a share offering by the Company?
<<>>
Mon 17 September Road show commenced
Thu 04 October The Board becomes aware of a number of 'blog'
postings on ADVFN which refer to certain rumours in the market. The Board,
discussed the situation with its advisers and the regulator on a number of
occasions. On the basis of those discussions, it was decided that as the 'blogs'
were not yet specific in nature there was no need to release an announcement,
which in turn would trigger the AIM Team to automatically suspend the shares.
Fri 05 October Road show ended
Thu 11 October AIM Team requested the release of a holding
announcement, and the Board confirmed that they would like to proceed to release
a holding announcement, which was immediately done. Shares were suspended at
35p.
Mon 22 October Announcement of proposed acquisition
Shares resume trading
Posting of Admission document
In regard to a rights issue to involve all shareholders, the Board considered
this option but rejected it due the regulatory and timing requirements and also
on the basis that the rights issue would need to be underwritten in order to
satisfy the Bishop vendors that the cash would be available to fund the
acquisition.
9. The placing is intended to raise up to £4.4m for the Company net of
expenses. What are these funds to be utilised for - splitting out Bishop and
Transense? And in the Board's view is this enough for the combined businesses to
deliver on their business plans?
<<>>
In the enlarged group we will devote £3m to consolidate trading debt within BTG
with the balance used to expand its activities in SE Asia with the creation of a
high speed forging cell for steering racks in Korea. This complements the
existing valve body manufacturing facility and associated infrastructure.
<<>>
The remaining net proceeds of the Placing will be used as working capital for
Transense to accelerate its commercialisation process, assist in targeting major
tier one and two automotive component manufacturers and fund the continuing
development of SAW technology.
10. Why did the Board approve a placing price of 23 pence?
<<>>
• It was our initial intention to buy the Bishop group with an all cash
offer of AU$20m funded by an equity issue, subject to the normal high
quality due diligence, timing and warranties that are needed for such a
transaction. At the end of this process, and after incurring liabilities for
the high costs involved, the market had started to turn against us,
exacerbated by the sub-prime collapse in America.
• The Placing price of 23 pence was considered by the Board to be the best
price considering the market conditions and the position of the Company at
the time of the Placing.
• We could have raised more funds had we agreed to a much lower price but
the Board turned this down as being unacceptable.
• It is also important to note that some of our existing shareholders chose
not to support the placing at a price of 23 pence, given their own views on
Transense's valuation.
Conclusion / wrap-up
<<>>
Thank you Chairman and other members of the Board, both existing and proposed.
I also want again to thank the shareholders for their questions and for
listening to this call. A full transcript will be posted on RNS shortly for
anyone who wishes to review these questions and answers in more detail.
In summary, we believe that Bishop represents a good opportunity for Transense,
this acquisition brings with it management, cash and an acceleration of
Transense's commercialisation prospects. I draw shareholders' attention to the
presentation on our website and the timing of our future revenue streams
predicated on this transaction progressing and new management to drive the
business.
Were this transaction not to be approved, the cost of new resources of cash and
the search of a future management team, and of course the time frames involved
with both, could risk delays to the delivery of future revenue streams.
In the context of all of the above, I would urge shareholders to vote in favour
of the resolution being proposed at the General Meeting on 16 November as your
board has unanimously agreed to do as being in the best interests of all
shareholders, along with other Transense shareholders who have irrevocably
undertaken to do with their shareholdings , which together account for 15% of
the voting capital.'
Enquiries:
Transense Technologies plc 01869 238 380
Peter Woods
Jim Perry
Noble & Company Limited 020 7763 2200
John Llewellyn-Lloyd
Graeme Bayley
This information is provided by RNS
The company news service from the London Stock Exchange