Acquisition and Placing
February 18 2008 - 2:00AM
UK Regulatory
RNS Number:1604O
Clinical Computing PLC
18 February 2008
Clinical Computing plc
(the "Company" or "Clinical")
Acquisition, Related Party Transactions and Placing
Introduction
Clinical Computing plc, the international developer of clinical information
systems for the healthcare market, announces that on 15 February 2008, it
entered into an agreement to acquire (through its wholly owned subsidiary,
Datanet Research Limited) the business and certain assets of Program Management
Group plc ("PMG") and its subsidiary undertakings (together the "PMG Business"),
all of which are in administration. The assets include work in progress,
intellectual property rights and approximately 50 customer contracts. In
addition, 14 PMG employees will transfer with the business on completion of the
Acquisition which is due to occur on 22 February 2008.
Howard Kitchner, chairman of Clinical, is also a director of PMG. Mr Kitchner
(directly or through his connected persons) is interested in ordinary shares of
PMG representing approximately 19.15 per cent. of PMG's issued share capital,
and a connected entity of his is a secured creditor of PMG.
The initial consideration for the fixed assets and stock of �16,000, payable
upon completion, will be satisfied in cash. Deferred consideration up to a
maximum of �2.5 million, based on the future performance of the business, will
be payable on publication of the audited accounts for the year ended 31 December
2015, or earlier if the PMG Business is re-sold. The deferred consideration may
be satisfied in cash or, by the issue of new ordinary shares, at the Company's
option. The right to the deferred consideration is assignable but the
administrators have indicated that they will not assign such right until early
2009 when they will be in a better position to assess whether there is any value
for unsecured creditors and shareholders.
The Company also announces that it has today raised �545,000 (before expenses)
by the issue of 17,440,000 new ordinary shares at 3.125p per share, conditional
upon admission of the new ordinary shares to trading on AIM.
Acquisition
The PMG Business provides project management and resource planning software for
predominately blue chip customers across general industry and the public sector.
The software enables customers to undertake a strategic analysis of current and
planned projects, manage project risk and implement controls to improve their
organisations' decision making and resource efficiency. The business has been in
existence for 15 years but has run into financial difficulties as a result of
over expanding its cost-base and an administrator was appointed on 15 February
2008.
The operations of the business are based in Leeds from where it will continue to
develop and support its current portfolio of software products. The majority of
the PMG Business's customers are based in the UK, but it also has customers in
the USA, Europe and South Africa.
The turnover of PMG for the year ended 31 December 2007, as extracted from the
management accounts, was �1.3 million and the loss before tax was �1.1 million.
The carrying value of the assets being acquired in the balance sheet of PMG as
at 31 December 2007, as extracted from the management accounts, was �33,504.
Deferred consideration will be payable, in cash or shares, at the Company's
option, equal to 2.5 times the average annual audited earnings before interest
and taxation of the PMG Business for the three years ended 31 December 2015. If
the business is sold before the publication of the audited accounts for the year
to 31 December 2015, the deferred consideration will be 50 per cent. of the
total consideration received, less certain costs relating, inter alia, to the
sale of the business. If the business is sold prior to 28 February 2011, an
additional amount will be deducted equal to the amount that the cumulative
earnings before interest and tax of the business from the date of acquisition
until the date of sale ("Cumulative EBIT"), if positive, falls below the
following thresholds. If the sale is made:
* before 28 February 2009, the Cumulative EBIT threshold is �200,000
* thereafter but before 28 February 2010, the threshold is �400,000
* thereafter but before 28 February 2011, the threshold is �600,000
If the business is sold prior to 28 February 2011 and the Cumulative EBIT is
negative ("Cumulative Loss"), then the deferred consideration will instead be
reduced by the amount of the Cumulative Loss and up to a further �250,000.
The cap on the deferred consideration of �2.5 million has been established for
commercial reasons, taking into account the Directors' assessment of the
opportunity which the acquisition brings to Clinical.
Placing
The Company has today, conditional upon admission, raised approximately �545,000
(before expenses) through a placing of 17,440,000 new ordinary shares of 1p each
in the capital of the Company with both existing and new shareholders at 3.125p
per share. Application has been made for these new ordinary shares to be
admitted to trading on AIM and admission is expected to become effective on 21
February 2008. These new ordinary shares will, upon admission, rank pari passu
in all respects with the Company's existing issued ordinary shares.
The funds raised pursuant to the Placing will principally be used to fund
certain one-off costs associated with the acquisition and transitioning the PMG
business from administration to Clinical's group and to provide general working
capital to the enlarged group.
Related Party Transactions
Howard Kitchner, the chairman of the Company, is also a director of PMG. Mr
Kitchner (directly or through his connected persons) is interested in ordinary
shares of PMG representing approximately 19.15 per cent. of PMG's issued share
capital, and a connected entity of his is a secured creditor of PMG. The
agreement with the administrator is therefore being treated as a related party
transaction under the AIM Rules. The independent directors in respect of this
transaction are Prof Stan Newman and Joe Marlovits (the "Independent
Directors").
Under the placing, Emanuel Mond, an existing shareholder, will increase his
beneficial interest in Clinical's ordinary shares from 7,505,000 ordinary shares
to 13,905,000 ordinary shares (representing 12.54 per cent. of the issued share
capital of the Company as enlarged by the Placing). The subscription is
therefore being treated as a related party transaction under the AIM Rules.
When an AIM company enters into a related party transaction, the AIM Rules
require that the directors who are independent of the transaction make a
statement that they consider, having consulted with the company's nominated
adviser, that the terms of the transaction are fair and reasonable insofar as
its shareholders are concerned.
The Independent Directors, having consulted with City Financial Associates
Limited, the Company's nominated adviser, consider that the terms of the
Acquisition are fair and reasonable insofar as its shareholders are concerned.
The Directors, having consulted with City Financial Associates Limited, the
Company's nominated adviser considers that the terms of Emanuel Mond's
subscription under the Placing are fair and reasonable insofar as its
shareholders are concerned.
Total Voting Rights
Following the Placing, the Company's issued share capital will consist of
110,883,694 ordinary shares with a nominal value of 1p per share, with voting
rights (one vote per ordinary share). The Company does not hold any ordinary
shares in treasury.
The figure of 110,883,694 ordinary shares may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Services Authority's Disclosure and Transparency
Rules.
Commenting on the acquisition and placing Joe Marlovits, Chief Executive,
stated:
"This acquisition adds a proven portfolio of software products and approximately
50 customer contracts with associated revenue opportunities. Having identified
certain synergies between the traditional Clinical business and the PMG
businesses we believe that the enlarged Group will provide new opportunities for
both businesses."
Contact:
Clinical Computing plc
Joe Marlovits, Chief Executive
Tel: 020 8747 8744
City Financial Associates Limited
Ross Andrews, Nominated Advisor
Tel: 020 7492 4777
www.ccl.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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