NXS Nexus Man

 
TIDMNXS 
 
12 May 2009 
 
                             NEXUS MANAGEMENT PLC 
 
                                  (AIM: NXS) 
 
 Further re. Acquisition of the business and assets of STC, Change of Adviser 
                         and Notice of Interim Results 
 
Further to the announcement made by Nexus Management Plc ("Nexus" or the 
"Company") on 17 March 2009 setting out the details of the acquisition by the 
Company's wholly-owned subsidiary, Resilience Technology Corporation ("RTC"), 
of the business, assets and certain liabilities of Scott Technology Corporation 
(the "STC Business") the Company announces that it has secured funding which 
has enabled it to satisfy payments (together with any interest and charges) due 
and payable to the vendors of the STC Business (the "STC Vendors") under a loan 
note issued pursuant to the acquisition. 
 
The Company has re-negotiated the terms with the STC Vendors regarding the 
$150,000 payment due by 31 March 2009, together with a $25,000 charge and the 
$500,000 payment due by 30 April 2009 and a final payment of $750,000 due on 31 
October 2009. 
 
The revised terms comprise an initial payment of $400,000 and a series of six 
separate convertible loans adding up to a total of $1,085,000 which includes 
interest and legal fees is to be repaid by five monthly payments starting in 
June 2009 of $50,000, $110,000, $110,000, $110,000, $100,000 and a final 
payment of $605,000 due by 31 October 2009. 
 
The revised terms, will allow the STC Vendors to discharge obligations due to 
Resilience Inc., the original owners of the STC Business, under the terms of a 
management buyout. 
 
In the event the Company defaults on the payments due under the new convertible 
loans the STC Vendors will have the right, at their option, to convert the 
outstanding balance due under the specific loan that is in default into new 
Ordinary Shares in the capital of Nexus. The new shares would be issued at a 10 
per cent discount to the average bid price in the 20 business days preceding 
the date upon which the option is exercised. 
 
In addition, new bank funding has been obtained by RTC to provide it with 
working capital for its business generally. 
 
To satisfy certain of the above payments the Company has placed 12,500,000 new 
ordinary shares at 1p per share ("the Placing Shares") with investors ("the 
Placing"). The placing price of 1p per share represents a discount of 5 per 
cent to the average middle-market price of a Nexus share in the last 20 
business days. The Placing is conditional upon admission of the new Ordinary 
Shares to trading on AIM. 
 
In addition, the Company has also entered into a short term secured loan of GBP 
150,000 with a UK-based third party investor. The loan is for a term of one 
year, interest free for the first month and thereafter carries an interest rate 
of 1 per cent per month. The loan is secured on a London property owned by 
Boris Adlam, a director of the Company. Mr Adlam has also provided a loan to 
the Company of GBP25,000 on the same commercial terms. In addition, Mr Adlam will 
be entitled to receive a fee of GBP15,000 for providing the guarantee which the 
Company will satisfy by the issue of new ordinary shares at the average of the 
middle-market price of a Nexus share in the three days following the release of 
the Company's Interim Results for the six month period ended 31 March 2009. 
 
The loan and guarantee (including the related fee) provided by Mr Adlam 
constitutes a related party transaction under the AIM Rules. The independent 
directors of Nexus, having consulted with the Company's nominated adviser, 
consider that the entering into of the loan and guarantee is fair and 
reasonable insofar as the Company's shareholders are concerned. 
 
Furthermore, the Company has also entered into GBP25,000 of non-interest bearing 
unsecured loans. These loans are convertible, within 30 days of this 
announcement at the option of the loan providers, into new Ordinary Shares at a 
price of 1p per share. 
 
The placees and the secured loan investor have been introduced to the Company 
by its broker, Rivington Street Corporate Finance Limited ("Rivington Street"). 
As part of these arrangements the Company has agreed to pay Rivington Street a 
fee of GBP25,000 which will be satisfied by the issue of 2,500,000 new Ordinary 
Shares (the "Fee Shares"). 
 
Application has been made for the Placing Shares and the Fee Shares to be 
admitted to trading on AIM. Admission of the Placing Shares and Fee Shares is 
expected to become effective and dealings are expected to commence in these 
Shares on AIM on 15 May 2009. 
 
Change of Adviser 
 
The Company announces that Rivington Street Corporate Finance Limited has been 
appointed sole broker to the Company with immediate effect. 
 
Interim Results and Current Trading 
 
The Company expects to announce its interim results for the six month period 
ended 31 March 2009 in the week ending 22 May 2009. 
 
Trading conditions in the six month period covered by the Interim results were 
challenging, which is consistent with the wider UK and US economies. Despite 
this, the Company's results for the six month period ended 31 March 2009 were 
in line with market expectations. 
 
Roger Richardson, Chief Executive of the Company, Nexus Management plc, 
commented: 
 
"We are very pleased to have secured this additional funding. It has been a 
difficult task in the present economic climate where normal bank lending is not 
currently available to smaller companies. We believe the potential for growth 
and cash generation in the group remains strong" 
 
                                  ---ENDS--- 
 
Enquiries: 
 
Nexus Management Plc Tel: 01862 812 107 
 
Roger Richardson, Chief Executive 
 
John East & Partners Limited, a subsidiary of Merchant Securities Plc (Nomad) 
Simon Clements/David Worlidge Tel: 020 7628 2200 
 
Rivington Street Corporate Finance (Broker) Tel: 020 7562 3351 
 
Dru Edmonstone/Monisha Varadan 
 
Bishopsgate Communications Ltd Tel: 020 7562 3350 
 
Robyn Samuelson/Siobhra Murphy 
 
nexus@bishopsgatecommunications.com 
 
About Nexus Management plc 
 
Nexus Management is a specialist IT Managed Services Provider. Nexus has two 
key markets: the UK and the US, where it can offer its customers 24 hour 
support. Nexus specialises in Remote Server Management, Disaster Recovery, Data 
Storage, Help-Desk, Desktop Support and Wide Area Network Management and 
Monitoring. Through its ownership of the Nerd Force Franchise Company, a 
provider of on-site support with franchises in Europe and the US, and 
Resilience Technology Company, the provider of bullet-proof network security, 
Nexus is able to offer a full range of IT services suitable for the small 
business right up to multi-national enterprises. 
 
Nexus is quoted on AIM, a market of the London Stock Exchange. For further 
information on the Company, please visit www.nexusmgmt.com 
 
 
 
END 
 

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