Additional Listing
July 14 2003 - 6:13AM
UK Regulatory
RNS Number:5025N
CamAxys Group PLC
14 July 2003
For Immediate Release 14 July 2003
CAMAXYS GROUP PLC (THE "COMPANY")
ISSUE OF NEW ORDINARY SHARES AND RESIGNATION OF DIRECTOR
Issue of new ordinary shares
The Company has today agreed to issue 617,737 new ordinary shares of 5 pence
each in the Company ("Ordinary Shares") to the sellers of CamAxys Limited.
These shares are being issued pursuant to the terms of an acquisition agreement
entered into by the Company and certain of the sellers of CamAxys Limited on 28
October 2002 (as amended by a letter agreement dated 14 July 2003), which
provided for CamAxys Limited and the Company to prepare completion balance
sheets showing the assets/liabilities of each company as at 30 November 2002 and
for a number of Ordinary Shares (the "Deferred Initial Consideration Shares") to
be determined by reference to the completion balance sheets and issued to
certain of the sellers of CamAxys Limited.
As part of these arrangements, certain directors of the Company will receive
Deferred Initial Consideration Shares. These are shown below together with the
interests of these directors in the capital of the Company following the issue
of the Deferred Initial Consideration Shares ('Enlarged Issued Share Capital'):
Deferred Initial Ordinary Shares held Percentage of
Consideration Shares Enlarged Issued
issued Share Capital
Alan James 178,032 606,641 8.5
Colin West (note 1) 80,984 275,954 3.9
Stewart Lang (note 2) 337,224 1,149,082 16.1
Notes:
1. 168,814 of these Ordinary Shares are held in the name of Valerie West
2. Held in the name of RBC Trustees (Guernsey) Limited
Application has been made for the 617,737 Deferred Initial Consideration Shares
to be admitted to trading on AIM. Dealings are expected to commence in these
shares on 17 July 2003.
The terms of the acquisition agreement dated 28 October 2002 also provide for
the issue of an amount of further consideration shares to certain of the sellers
of CamAxys Limited in respect of the performance of CamAxys Limited in the
period from completion until 30 June 2005. The interests of the above directors
of the Company, assuming the issue of the full number of further consideration
shares, are as follows:
Maximum further Number of Ordinary Percentage of
consideration shares Shares held after maximum issued share
issued further capital
consideration
Alan James 714,348 1,320,989 13.7
Colin West 324,951 600,905 8.4
Stewart Lang 1,353,098 2,502,180 26.0
Resignation
The Company also announces that Dr. Alan James has today resigned as Managing
Director of its subsidiary, CamAxys Limited to pursue other private business
interests and for personal health reasons. Dr. James has also resigned from the
board of CamAxys Group PLC. Both resignations are effective from today. Dr.
James has undertaken to the Company that he will not dispose of any interest he
has in Ordinary Shares until 30 September 2003 and thereafter, in respect of 50
per cent. of his interest, until 31 December 2003.
Derek Bonham, Chairman, said "We would like to thank Alan for staying on
following the merger with Fieldens last November to assist during the hand-over
period. During the last fifteen years, he has developed CamAxys Limited into a
leading European producer of Environment, Health and Safety management software
and has created a strong platform upon which we intend to build. We wish him
well in the future."
Colin West, appointed as Executive Chairman of CamAxys Limited in November 2002,
will assume day to day operational control of the company in addition to his
overall responsibility for the implementation of the strategic business plan.
14 July 2003
Enquiries:
Andrew Arends, Camaxys Group PLC Tel. 07767 238 864
Jonathan Nelson / Simon Edwards, Shore Capital Tel. 020 7408 4090
This information is provided by RNS
The company news service from the London Stock Exchange
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