RNS Number:0498D
Fieldens PLC
29 October 2002
FOR IMMEDIATE RELEASE 8.15AM, 29 OCTOBER 2002
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, JAPAN, AUSTRALIA OR
THE REPUBLIC OF IRELAND
FIELDENS PLC ('FIELDENS' OR 'THE COMPANY')
PROPOSED ACQUISITION OF CAMAXYS LIMITED
CHANGE OF NAME TO CAMAXYS PLC
ADMISSION OF THE ENLARGED GROUP TO TRADING ON
THE ALTERNATIVE INVESTMENT MARKET
KEY POINTS:
* Fieldens is to acquire CamAxys Limited ('CamAxys') a producer and
supplier of information management software systems which assist the on-line
management of workplace safety, occupational health and the environment ('EHS'),
primarily for multisite, multinational industrial organisations in the UK,
Europe, the Middle East and the Far East.
* The maximum total consideration payable for the acquisition of
CamAxys is #1.5 million, on a debt free basis. Initial consideration of up to
2,510,667 new ordinary shares is payable at a price of 30p per share which is
broadly comparable to the net assets per share of the Company following the
disposal on 11 October 2002 of Fieldens' principal operating business. 1,519,207
of these shares are to be issued on completion and 991,460 are subject to
adjustment on account of CamAxys' borrowings and completion accounts.
* Further performance related consideration of up to 2,478,654 new
ordinary shares may become payable after 30 June 2005, also at a price of 30p
per share and subject to adjustment on account of CamAxys' borrowings on
completion.
* CamAxys' principal software system is CamHealth, which is based on
the Oracle(R) relational database and which can be adapted to interface with
all the major Executive Information Systems in the market today. The current
version of CamHealth, Release 6, is also fully web enabled. The CamHealth
information management system is designed to maximise risk reduction, loss
prevention and loss control in EHS related areas and can be delivered directly
over an intranet or the internet and through an internet portal.
* Customers for CamAxys' products include several of the world's major
oil companies, energy distributors, petrochemical, chemical, agrochemical and
pharmaceutical companies. CamAxys also supplies to major manufacturing and
engineering organisations, aerospace companies and the healthcare industry.
* CamAxys is currently fulfilling a contract covering 26 countries
with one of the world's largest oil companies to implement its CamHealth system
in the Far East and another contract covering 42 countries for a major European
controls engineering and services company. CamAxys is making its first
implementations in the USA as a consequence of this contract.
* CamAxys also provides ongoing software support and update services,
under contracts which are renewable on an annual basis. The company is based in
St Ives, Cambridgeshire and has 16 employees. For the year ended 30 April 2002,
CamAxys reported a loss before and after tax of #26,209 on turnover of #569,140.
* The disposal by Fieldens of the principal operating assets of its
tyre and wheel business for a maximum consideration of #367,000 was announced on
14 October 2002. Fieldens retained ownership of certain stock and the freehold
interest in its property at Starhouse, Suffolk, in addition to cash resources of
#463,000 as at 11 October 2002. The Directors consider that the disposal,
together with the existing net cash resources of the company, will enable the
Enlarged Group to focus its operations as well as provide necessary working
capital for the continued development of the CamAxys business.
* Mr Colin West, Dr Alan James and Dr Stewart Lang will join the board
of Fieldens following completion of the Acquisition. Mr West is an experienced
manager in the software industry, having served most notably as the group
managing director and deputy chairman of Micro Focus Group PLC. Dr James is the
founder of CamAxys. Dr Lang was a co-founder of Micro Focus Group PLC in 1976.
* The Enlarged Group's strategy is to become a leading provider of
environment, health and safety management solutions. The Directors expect to
review strategic and compatible acquisitions in the software industry in areas
related to EHS.
Commenting on the acquisition of CamAxys, Derek Bonham, Chairman of Fieldens,
said
"The acquisition of CamAxys is a major step forward in the strategic
restructuring of Fieldens. The Board believes that CamAxys is on the cusp of
exciting new growth opportunities in its major markets. We will be using our
existing cash resources to fund the rapid expansion of the business primarily
through the recruitment and deployment of sales and marketing personnel and some
expansion of the core technical team. The CamAxys team have created a
development plan that sees significant growth in its three main markets of UK
and Europe, International and Public Sector."
"We believe that successful use of CamHealth software helps large companies
reduce and better manage their EHS risks. Key customers have reported that
CamHealth software has helped them achieve significant cost saving through
reduced EHS incidents and improved EHS information. Combined with growing
regulatory pressures and managerial requirements to control costs caused by EHS
failures, we believe growth in demand for these products will be rapid."
Mr West commented:
"We think the combination of Fieldens' cash resources and strategic management
capability will allow CamAxys to exploit the growth opportunities identified in
the company's development plan. In particular, it will allow for rapid
expansion of the sales and marketing teams in major markets."
29 October 2002
For further information contact:
Andrew Arends, Fieldens PLC Tel: 07767 238 864
Colin West, CamAxys Limited Tel: 0193 724 862
Graham Shore/Jonathan Nelson, Shore Capital Tel: 020 7408 4090
Nick Oborne/Laurence Read, WeberShandwick Tel: 020 7950 2856 / 2880
Shore Capital and Corporate Limited, which is regulated by the Financial
Services Authority, is acting exclusively for the Company in relation to the
matters referred to in this announcement and will not be responsible to anyone
other than the Company for providing advice in relation to such matters or for
providing the protections afforded to clients of Shore Capital and Corporate
Limited. In particular Shore Capital and Corporate Limited, as nominated
adviser to the Company, owes certain responsibilities to London Stock Exchange
plc, which are not owed to the Company, the Directors or any other person. No
liability is accepted by Shore Capital and Corporate Limited for the accuracy of
any information or opinions contained in, or for the omission of any material
information from, this announcement, for which the Company and the Directors are
solely responsible.
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, JAPAN, AUSTRALIA OR
THE REPUBLIC OF IRELAND
FIELDENS PLC ('FIELDENS' OR 'THE COMPANY')
PROPOSED ACQUISITION OF CAMAXYS LIMITED
CHANGE OF NAME TO CAMAXYS PLC
ADMISSION OF THE ENLARGED GROUP TO TRADING ON
THE ALTERNATIVE INVESTMENT MARKET
Introduction
The Board of Fieldens is pleased to announce that it has signed conditional
agreements to acquire the whole of the issued share capital of CamAxys. The
maximum total value of the consideration payable is approximately #1.5 million,
on a debt free basis, and will be satisfied by the issue of the Consideration
Shares at a price of 30 pence per share which is broadly comparable to the net
assets per share of the Company following the Disposal.
It was also announced on 14 October 2002 that on 11 October 2002, the Company
signed an unconditional agreement to sell the principal operating assets of its
tyre, wheel and all terrain vehicle business for a maximum cash consideration of
#367,000, as well as an undertaking to pay all of the trade creditors of that
business, to a new company formed for that purpose. The Company retained its
existing cash balances of #463,000 as at 11 October 2002 and the freehold of the
Starhouse, Suffolk, site together with some of the stock of the business being
sold. The purchaser has an option to acquire the freehold of the site at its
current net book value of #405,000 until 31 May 2003.
Under the AIM Rules the Acquisition, because of its size in relation to
Fieldens, requires Shareholders' approval at the AGM of the Company to be held
at 2.30pm on 20 November 2002. If Shareholders' approval is granted, the AIM
Rules, by virtue of the size of the Acquisition relative to Fieldens, require
that trading in the Existing Ordinary Shares of Fieldens PLC be cancelled.
Application will be made on 15 November 2002 for the Existing Ordinary Shares
and the Initial Consideration Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in the Existing
Ordinary Shares and the Initial Consideration Shares will commence on AIM on 21
November 2002.
So as to reflect better the business interests of the Enlarged Group, it is also
proposed that the name of the Company is changed from Fieldens PLC to CamAxys
PLC.
Details and Terms of the Acquisition
The maximum total value of the consideration payable to CamAxys Shareholders is
approximately #1.5 million, on a debt free basis, to be satisfied in whole by
the issue of the Consideration Shares at a price of 30 pence per share. The
Consideration Shares will be issued and allotted credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares.
The 1,519,207 Initial Consideration Shares will be issued on completion of the
Acquisition to the CamAxys Shareholders.
Subject to adjustment on account of CamAxys' borrowings at completion and the
adjustment and cap set out in Part IV of the Admission Document, the Deferred
Initial Consideration Shares may be issued to the CamAxys Vendors.
Up to 2,478,654 Further Consideration Shares may be issued to the CamAxys
Vendors subject to adjustment on account of CamAxys' borrowing on completion of
the Acquisition and the cumulative operating profits of CamAxys for the period
from completion until 30 June 2005. Accordingly, none of the Further
Consideration Shares will be issued and allotted until the date on which the
accounts of the Company for the year ending 30 June 2005 have been approved by
the Directors and audited.
Within the first year following completion of the Acquisition, the CamAxys
Vendors will be entitled to receive a number of Property Adjustment Shares in
the event that the realised value during such period or the estimated value at
the end of such period of the freehold property owned by the Company prior to
the Acquisition, less any remedial environmental costs outstanding or incurred
at the date of sale, is less than #360,000.
The Acquisition is conditional, inter alia, upon:
(a) the passing at the AGM of the resolutions set out in the notice
convening the AGM approving and allowing implementation of the Acquisition; and
(b) Admission becoming effective.
Immediately after completion of the Proposals and as a result of the issue of
the Initial Consideration Shares and the Deferred Initial Consideration Shares,
CamAxys Shareholders would control in aggregate 2,510,667 Ordinary Shares
representing 33.43 per cent. of the Enlarged Share Capital.
The Takeover Panel has agreed to waive the requirement which would otherwise
arise for the CamAxys Shareholders to make a general offer for the Company under
Rule 9 of the City Code as a result of either the issue of the Initial
Consideration Shares and the Deferred Initial Consideration Shares or all the
Further Consideration Shares being issued and allotted, provided that the
resolution approving the Acquisition is passed at the EGM by Shareholders voting
on a poll.
Assuming that all the Further Consideration Shares are issued and allotted to
the CamAxys Shareholders (but that following the completion of the Proposals no
other Ordinary Shares are issued and allotted), CamAxys Shareholders will own or
control in aggregate 4,989,321 Ordinary Shares representing 49.95 per cent. of
the maximum issued share capital of the Company. In the event that any
Property Adjustment Shares are issued and allotted to the CamAxys Vendors, the
maximum aggregate interest of the CamAxys Shareholders would be 49.99 per cent.
of the issued share capital of the Company at any time.
The CamAxys Vendors, together with Derek Bonham and Andrew Arends, have
undertaken, subject to certain exceptions, not to dispose of or transfer any
Ordinary Shares in which they are interested for a period of 15 months from the
date of this announcement and thereafter for a further 12 months period in
respect of 50 per cent. of any Ordinary Shares in which they are interested.
Information on the Company
On 11 October 2002 the Board of Fieldens signed an unconditional agreement with
Newco (ATV Tyre and Wheel) Limited for the sale of the principal operating
assets of its operating business. The maximum cash consideration receivable by
the Company under the terms of the Disposal is #367,000, comprising an initial
cash payment of #279,000 and deferred consideration of up to #88,000 payable
over the six months following completion of the Disposal on 11 October 2002
subject to completion accounts. Newco (ATV Tyre and Wheel) Limited have also
undertaken to pay all the trade creditors of the Starhouse business and provided
indemnities and bank guarantees to that effect. The Company retained its
existing cash balances of #463,000 as at 11 October 2002 and the freehold of the
Starhouse, Suffolk site together with some of the stock of the business being
sold. The purchaser of the business also has an option to acquire the Starhouse
site for its current net book value of #405,000.
The Directors consider that the Disposal, together with the existing net cash
resources of the Company, will enable the board to pursue a new strategic
direction for the Company through the proposed Acquisition of CamAxys.
The Company announced today its results for the year ended 30 June 2002 which
were despatched to shareholders today and which show a loss before tax and
exceptional items of #22,876 on turnover of #3,314,982.
Information on CamAxys
CamAxys produces and supplies software systems to assist the management of
workplace safety, occupational health and the environment, primarily for
multisite, multinational industrial organisations in the UK, Europe, the Middle
East and the Far East.
CamAxys is currently fulfilling a contract covering 26 countries with one of the
world's largest oil companies to implement its CamHealth system in the Far East
and another contract covering 42 countries for a major European controls
engineering and services company. CamAxys is making its first implementations
in the USA as a consequence of this particular contract. Licence fees
receivable by the Company from the sale of individual systems range from #5,000
to #125,000 per system.
CamAxys also provides ongoing software support and upgrade services, under
contracts which are renewable by customers on an annual basis, for which it
receives between 15-20 per cent. annually of the initial licence fee. In the
experience of the CamAxys directors, a high proportion of licence holders also
subscribe for these support services. CamAxys now offers the supply of software
as an application services provider on an annual revenue basis. Because of the
modular nature of the product, there is also the opportunity for follow-on sales
with existing customers in the future.
Customers for CamAxys' products include several of the world's major oil
companies, energy distributors, petrochemical, chemical, agrochemical and
pharmaceutical companies. CamAxys also supplies to major manufacturing and
engineering organisations, aerospace companies and the healthcare industry.
The current version of CamHealth, Release 6, which is fully web-enabled and is
based upon the Oracle(R) relational database, was released in March 2002. It
can also be adapted to interface with all the major Executive Information
Systems in the market today as well as the major corporate communications
packages. In addition, a complete Environmental Health and Safety ('EHS') web
portal has been developed and delivered to selected customers together with a
wide range of supporting portal information services. The Directors believe
that the EHS portal and the provision of associated services provide
opportunities for gaining further added value from the core product. Further
extension of CamHealth to address customers of SAP is currently being planned
and put into effect.
CamAxys is based in St. Ives, Cambridgeshire, and currently employs 16 people
involved in occupational health and safety, environmental management, software
design and development and administration. CamAxys was founded in 1988 by Dr
Alan James as an information systems consultancy specialising in data handling
requirements in the life-science industries. In 1989 it directed its focus to
safety, health and environmental management systems, with the aim being to
enable customers to comply with a wide range of legislation and regulations from
the UK and the European Union concerning the environment, health and safety.
The Market for Environment, Health and Safety Management Software
The Directors believe that the market in the UK and Europe for EHS products,
including software, is a rapidly growing one. Accurate and auditable records of
procedures, risk assessments, monitoring actions, control measures, training,
competence and regulatory compliance are now an important tool of modern
management. The risk management approach is predicated upon access to
appropriate and accurate information where and when it is required.
The reporting of minor incidents and non-compliance, as well as the
prioritisation and recording of follow-up and preventative actions are now seen
as increasingly important to the prevention of significant losses and accidents.
Recent major accident enquiries and the requirements of ISO14001 and EMAS have
re-inforced the need for this approach in a wide variety of industries. The
establishment of the Patient Safety Agency within the National Health Service is
one example of this approach to managing the well-being of individuals and
encouraging learning from experience as a mechanism for the prevention of loss.
The Directors are confident that these factors will continue to drive the growth
of the EHS management software market.
Key Strengths
The Directors consider that the Enlarged Group has the following key strengths:
* a robust and proven software system;
* a flexible approach and the ability to meet the demanding
requirements of international industrial and public sector clients;
* an experienced operational, technical and strategic management team;
* its continued product enhancement efforts; and
* a leading market position in the EHS software market.
Financial Information on CamAxys
Year ended 30 April
2000 2001 2002
# # #
Turnover 589,589 525,163 569,140
Operating loss (19,416) (83,378) (17,423)
Loss before and after tax (24,989) (88,247) (26,209)
As in previous years, the full amount of the cost of software development in the
year ended 30 April 2002 was written off over the course of the year as
incurred. No value is carried in the balance sheet for the intellectual
property attaching to the suite of CamHealth products.
Current Trading
The principal operating business of Fieldens was sold on 11 October 2002. The
audited results of CamAxys for the year ended 30 April 2002 show a loss before
and after tax of #26,209 on turnover of #569,140. In the period since 30 April
2002 CamAxys has traded in line with management expectations. CamAxys is
currently fulfilling a number of significant contracts in Europe, the USA and
the Far East and the Directors view the prospects for revenue in the year ahead
with reasonable confidence.
Strategy & Prospects
The Directors believe that the market for on-line EHS management systems has the
potential to be an area of considerable growth in the future. The Enlarged
Group's strategy is to become a leading provider of EHS management solutions.
The Directors aim to achieve this by:
* building the sales and marketing resource of the Enlarged Group in
four main areas: (i) UK and European industrial markets; (ii) Middle and Far
Eastern industrial markets (iii) USA industrial markets and; (iv) UK and
European healthcare and other public sector markets;
* looking to add related products by selective acquisition to leverage
existing resources;
* exploring entry into the USA market for EHS management systems
either directly, in partnership with an existing supplier, or by selective
acquisition; and
* continuing to upgrade and maintain the high level of quality of the
existing products; and
Whilst seeking to maintain the growth of the core operations of the Enlarged
Group the Directors expect to review strategic and compatible acquisitions in
the software industry in areas related to EHS. These acquisitions may be in new
geographical areas, in related EHS businesses or businesses with related
technology.
The Directors consider that their strategy will enable the Enlarged Group to
maximise the opportunities available to it and accordingly they view the future
with confidence.
Reasons for and benefits of the Acquisition and the Disposal
In the interests of both Shareholders and employees, the Board has for some time
been seeking out and evaluating suitable targets for acquisition with the aim of
focusing Fieldens in a business area which they consider offers greater
prospects for growth and profitability than Fieldens has experienced to date.
The Board believes that the Acquisition provides the Enlarged Group with a
substantial platform for future growth in a sector which the Directors consider
is positioned for significant expansion in the future. The disposal of
Fieldens' tyre and wheel supply business will enable the Enlarged Group to focus
its operations as well as providing necessary working capital for the continued
development of the CamAxys business.
Directors
Following completion of the Proposals the board will consist of:
Derek Bonham (Non Executive Chairman, aged 59)
Derek Bonham is the Chairman of CamAxys PLC. A chartered accountant, Mr. Bonham
is chairman of a number of leading companies in the UK and is a respected
industrialist. Among his positions, he is chairman of Cadbury Schweppes PLC and
interim chairman of Marconi PLC. He is the former chief executive and deputy
chairman of Hanson PLC. As a result of the demerger of Hanson in 1997, he
became chairman of The Energy Group PLC and non-executive chairman of Imperial
Tobacco PLC. Following the acquisition of The Energy Group by Texas Utilities,
he joined the board of Texas Utilities.
Andrew Arends (Executive Director, aged 41)
Andrew Arends is Chief Executive of CamAxys PLC and is responsible for the
strategy of the Enlarged Group. A former journalist with the Financial Times,
he is also a graduate of Oxford University and the Harvard Law School. He was
corporate development manager at Hanson PLC and director of strategy at Bunzl
PLC. He is also a director of Ellipsian, a Cambridge based technology
development company.
Alan James (Executive Director, aged 53)
Alan James is the founder of CamAxys. A graduate of Sheffield University, he
has a PhD in Materials Science. He trained in IT at Eastern Electricity, became
IT adviser at Fisons PLC Group HQ, systems manager for Fisons' pharmaceutical
division and also information systems manager for FBC Limited, a joint venture
between Fisons PLC and the Boots Company PLC. Following the sale of FBC to
Schering, Alan became also head of information systems at Schering Holdings, the
UK holding company of Schering A.G. He left to found CamAxys in 1988, since
when he has been the managing director of the business.
Colin West (Executive Director, aged 55 )
Colin West is an experienced manager of software businesses. He joined Micro
Focus Group PLC in 1979 where he held a number of positions in the operations
and sales and marketing parts of the business before being appointed group
managing director in 1985 and deputy chairman in early 1990. He presided over a
rapid turn around in the company's profitability. Since leaving Micro Focus
Group PLC in 1990, he has been involved as a director and consultant to a number
of technology companies in the UK and Europe.
Stewart Lang (Non Executive Director, aged 54 )
Stewart Lang is a computer scientist. He is an electronics graduate of
Manchester University, and has a PhD in computer science from Cambridge
University. He was co-founder of Micro Focus Group PLC in London in 1976, and
subsequently was based in Palo Alto, California. He left Micro Focus Group PLC
and returned to the UK in 1991. He has been an investor in various companies
and is a director of Ellipsian Limited, a Cambridge based technology development
company.
Barbara Fielden and Robert Steel resigned from the Board of Fieldens on 25
October 2002 following the Disposal. David Morley, the managing director of the
Starhouse business, resigned from the Board of Fieldens on 11 October 2002 and
will be joining the new owners of the Starhouse business.
Dividend Policy
Fieldens has not paid dividends on the Existing Ordinary Shares in the recent
past and the Directors and the Proposed Directors anticipate that following
completion of the Proposals and for the foreseeable future, any earnings of the
Enlarged Group will not be distributed to shareholders in cash as dividends but
will be retained for the benefit of the Enlarged Group's business.
Annual General Meeting
A notice convening the AGM to be held at The Byron Suite, De Vere University
Arms, Regents Street, Cambridge CB2 1AD at 2.30 p.m. on 20 November 2002 has
been sent to Shareholders today. At that meeting resolutions will be proposed
for the following purposes:
1. to approve the Acquisition (this resolution will be taken on a poll);
2. to increase the authorised share capital of Fieldens to enable the
Consideration Shares to be issued;
3. to authorise the Directors to allot and issue the Consideration Shares;
4. to approve the report and accounts of the Company for the year ended
30 June 2002;
5. to re-appoint PKF as auditors; and
6. to change the name of the Company.
29 October 2002
This information is provided by RNS
The company news service from the London Stock Exchange
END
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