Disposal
19 Giugno 2009 - 8:00AM
UK Regulatory
TIDMFMJ
RNS Number : 1599U
Formjet PLC
19 June 2009
Formjet plc
('Formjet' or 'the Company')
Disposal of Panda Software (UK) Limited
Placing to raise GBP200,000
Proposed directorate changes
Highlights:
* Agreement signed for the disposal of Panda Software (UK) Limited for a cash
consideration of up to GBP1.4 million subject to shareholder approval.
* Andrew Monk, former founder and joint CEO of Oriel Securities and latterly CEO
of Blue Oar Plc will join the board as CEO subject to the resolutions being
passed at the Annual General Meeting.
* Andrew Monk will acquire 80,000,000 new shares at 0.25p per share, also subject
to the passing of the resolutions at the Annual General Meeting.
* Andrew Monk will be granted share options exercisable at 0.50p per share
equivalent to 5% of the enlarged share capital.
* Tony Lee to step down from his role of CEO and will continue as Group Finance
Director.
* David Hennell to step down from the board of Formjet plc and to be appointed a
director of Formjet Innovations Ltd, a subsidiary company.
* General meeting convened for 11:30 on 8th July 2009.
DISPOSAL
The board of Formjet plc, the AIM quoted alternative software vendor, is pleased
to announce that, on 18 June 2009, it signed a conditional agreement to dispose
of the entire issued share capital of its subsidiary Panda Software (UK) Limited
to Panda Security S.L. for a consideration of up to GBP1.4million, which
includes an earn-out payment of up to GBP200,000.
Although the Company will continue with the same business model, the size of the
transaction constitutes a fundamental change of business, pursuant to Rule 15 of
the AIM Rules. As such, shareholder approval for the disposal is being sought
and the board is posting a circular to shareholders convening a general meeting
of the Company at 11:30 on 8th July 2009.
PLACING
The board also announces that it has agreed with Andrew Monk to place 80,000,000
new ordinary shares, at a price of 0.25 pence per share, conditional on the
passing of the resolution to empower the directors to issue shares for cash at
the Company's Annual General Meeting to be held on 29th June 2009. The placing
will represent 24.23 per cent. of the so enlarged issued share capital of the
Company and raise a total of GBP200,000. The money raised will provide the
Company with additional working capital resources.
DIRECTORATE CHANGES
To develop the planned future strategy of the Company, the composition of the
board will change.
Conditional on the placing detailed above, Antony Lee will relinquish his
responsibilities as Chief Executive Officer and remain with the Board as Finance
Director. Mr Monk will join the board of the Company as Chief Executive Officer,
replacing Mr Lee.
David Hennell will step down from the board to focus his attention on sales and
development of marketing strategies for the Company's subsidiaries Formjet
Innovations Limited and ASI Ability. Mr Hennell will join the board of Formjet
Innovations Limited.
Lyndon Chapman Formjet Chairman explained:
"It became obvious that the intention of Panda Security S.L. was to take direct
ownership of the business of Panda in the UK once the existing contract had
expired in 2010. It is therefore an appropriate time to realise value from the
business by disposing of it now".
Chapman added, "independent of these developments, the board was approached by
Andrew Monk with a view to investing in Formjet plc and leading its strategy as
CEO into the next phase of its development. With the future emphasis on growth
through acquisition and investment, different skills are necessary and this has
resulted in the board changes. We hope to welcome Andrew onto the board and are
impressed with his vision and confidence of success. His investment and initial
remuneration package reflects that confidence. I also thank Tony Lee and David
Hennell for embracing these changes."
A copy of the circular to shareholders will be available on the Company's
website, www.formjet.co.uk
ENQUIRIES:
Formjet plc Tel: 01293 848 860
Lyndon Chapman, Executive Chairman
www.formjetplc.com
Dowgate Capital Advisers Ltd Tel: 0207 492 4777
Liam Murray or Jo Turner
www.dowgatecapitaladvisers.co.uk
Dowgate Capital Stockbrokers LtdTel: 01293 517744
Neil Badger
www.dowgatecapitalstockbrokers.co.uk
Notes to Editors:
Formjet plc
Formjet plc is a UK-based company with a highly distinctive business model. It
acquires territorial rights to 'alternative' software products, and markets,
sells, distributes and supports these products in place of the vendor in
worldwide markets. The strategy has at its heart the proposition that the
Company can acquire product lines in territories of at least one country without
the expense of either product development or the creation of IPR.
Alternative Products
* Panda Software (UK) distributes Panda Software antivirus and Internet security
products in the UK. With its high margins and recurring annual renewal revenues,
Panda is a major contributor to the Group's sales and profitability.
* Ability Software International (ASI) distributes a powerful suite of office
products which, as well as being sold under their own branding, form an integral
part of the white label opportunities that Formjet is creating. Ability Software
International has also developed the ASI Business Software range. This comprises
eight titles, which include fully comprehensive office and graphics suites,
Internet security, a business plan development application, small business
accounting, appointment book management and staff records management software.
In September the Company also added a remote access tool called BeAnywhere to
this range.
* EdAlive edutainment software has opened up a new and growing market for Formjet
and now covers a wide range of core subjects including maths, word skills and
spelling.
Alternative Routes to Market
* Formjet Innovations is the specialist distribution arm of the Formjet Group
focusing on its alternative product range and associated alternative routes to
market. The focus here is on creating "white label" software, targeting retail
and brand leaders of importance.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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