Asite Share Discussion Threads

[wannabee rich] 03/7/2004 07:56

Good point Gresty, but it would seem strange that a director would convert 8m pounds worth of loan into shares.........

all imho

Have a good weekend.

[gresty] 01/7/2004 13:28

Been monitoring Asite for a while. Decided to look at their competition and ask a few construction industry analysts about them.

General feeling was that, at least so far as their new collaboration software is concerned, they have a long way to catch up with the likes of BIW Technologies, BuildOnline, 4Projects, Causeway - all of whom have been active in the space since 2000 and have mature, credible products with substantial user-bases.

A couple of analysts suggested Asite might go the way of AECVenture and Arrideo - e-marketplaces (heavily backed by major industry players) that folded in 2001 in the dotcom crash. Worrying.

[wannabee rich] 30/6/2004 22:08

lets not get greedy......steady around 7p will do me....

Then with an interim maybe 10p.

Happy days to all holders.....dont sell too early.

These babies have a very long way to go....

all the best...Kv

[safman] 29/6/2004 08:04

morning... looks like asite will be moving towards 10p.. at this rate...

[leewink7] 28/6/2004 13:20

a move this afternoon in the right direction would reassure me enough ...

[sarscars] 28/6/2004 13:14

could we see a 25% rise on tuesday ,bought a few more in this ,seems to be going the right way to 10p

[leewink7] 28/6/2004 11:55

thanks, finger poised on the buy now awaiting a move ...

[safman] 28/6/2004 11:49

very difficult to say.. certainly they seem to want to move forward.. the spread is not exactly appetising.. but their software for project management seems to have a good uptake ( v. good clients - ) .. initially the software was available to the construction industry ..but that now is valid to other sectors.. it is speculative .. but there may be more upside..

certainly like another e.g.. worth having a look at is Documedia "DOC" .. annual T/O at 9 mill.. a pipeline of contracts .. worth 4 mill + .. new clients Citreon, House of frasier.. their documarketing is a niche.. a company capped at 1.2 mill ...

back to asite..

[leewink7] 28/6/2004 11:31

can anyone see this moving again today, looks interesting.

[safman] 28/6/2004 11:06

certainly does.. 51% up.. accumulation seems to be finally paying off...

[lamborghini_2] 28/6/2004 10:07

looks like i am in. having a nice monday today, hopefully it continues, up on asr and now a 10p for ase would excellent for me

[sarscars] 28/6/2004 09:45

10P SEEMS THE TARGET NOW

[kingcnut] 28/6/2004 09:37

happier now and looking better for 10p

[andysand] 28/6/2004 09:30

Well, off we go then:)


Andy

[casino123] 27/6/2004 19:43

the company seems to be going in the right direction with some high profile customers joining and results looking better ,maybe there debt is holding them back and if they can clear it sooner than later and press ahead,in the longer term this should help the company progress'

[kingcnut] 26/6/2004 20:46

any dilution has got to be bad news imho so lets wait and see

[safman] 26/6/2004 19:46

yeah it will be interesting.. losses have been dramatically reduced...hence..

"LONDON (AFX) - Asite PLC reported narrowing losses in the full year, helped by cost cuts.

In the year to December 2003, the group's pretax loss eased to 2.46 mln stg from 5.39 mln last time.
Turnover from continuing operations rose to 1.7 mln stg from 1.57 mln previously."
also..point to note that they are building a software development capacity in India.

This is interesting.. issuing up to 80 mill in shares to its major customers...

"Asite said it wants to issue its major customers options over up to 80 mln new shares.

Asite has entered into an agreement with BAA PLC in respect of the grant of an option over 15 mln new shares, O'Rourke Investments PLC in respect of the grant of an option over 17.4 mln shares and has reached an agreement in principle with Stanhope Securities Ltd in respect of the grant of an option over 7.1 mln shares."

An EGM will be held on July 21.

ow/ra

[xenawarriorprincess] 26/6/2004 14:59

Having thought about matters I agree with andysand re debt for equity and dilution. However it has been clear for sometime that the share price has been going nowhere for what would seem to be a progressive company with prospects.

I am slightly puzzled by the resolution which will increase the ability of the company to borrow. Why increase the ability to borrow if you are converting all your debt into equity? I would suggest only if you intend to borrow more after the debt for equity swap.

About a year ago the company announced that it was considering aquisitions, and subsequently a possible merger was mooted. No doubt these possible activities have been prevented by the already high level of debt and low share price.

This restructuring may now deal with this impediment and clear the way for some corporate activity. This in turn will hopefully increase ASE revenues and profitability.

This being the case I think that the proposal will have a good effect on the share price.

I agree that the 10p swap price of the shares is interesting. I think there was a placing a few years ago at 10p and Egan also takes his salary in shares at 10p, even when the share price is considerably less than this. In addition as ASE shares are about 5p, the value of the debt, when converted into equity will effectively be halved. Of course the creditors will want something out of this and presumably they calculate that this will be an improved share price, so the value of the swapped debt will not be reduced by that much after all.

I do think we shall see a sharp movement in the opening price Monday, and whether it be up or down I think that will determine the direction of the ASE share price for some time to come.

[wannabee rich] 26/6/2004 14:57

Safman thanks for your comments.....again i hold quite a few shares and believe that this dept for equity is fantastic news (10p per share), which again shows what the directors belive this company will be worth.....a ten bagger within 18 months. my opinion only.....

Much better news than the results i think........

[safman] 26/6/2004 13:41

"The trust has a 25.9 pct stake.
Under the terms of the loan, Tchenguiz has agreed, conditional on the
passing of the resolutions proposed at the EGM, to convert the entire Tchenguiz
loan into shares at a price of 10 pence per share." ... 10p per share ...

[andysand] 26/6/2004 13:23

It looks like a debt for equity swap to me though I am not an expert on this subject! The plus is that the company will be debt free. The minus is that shreholders face dilution.

As for the price, I would have thought it would be broadly nuetral though it might get a push up as a negative NAV was worrying some would be investors. That situation is now remedied.


Andy

[sagem] 26/6/2004 09:20

IS THIS ALL GOOD NEWS AND WILL IT PUSH UP THE SHARE PRICE ON MONDAY I WONDER.


LONDON (AFX) - Asite PLC said it intends to undergo a capital restructuring
whereby it will convert a loan from a major shareholder into shares, grant share
options to customers, including UK airport operator BAA PLC, and buy out all the
minority shareholders in subsidiary Asite Solutions.
Robert Tchenguiz, through Rotch Property Co Ltd and R20 Ltd, ultimately
owned and controlled by the Tchenguiz Family Trust, has provided the company
with financial support in the form of a non-interest bearing loan, which as at
June 24 totalled 7.1 mln stg. The trust has a 25.9 pct stake.
Under the terms of the loan, Tchenguiz has agreed, conditional on the
passing of the resolutions proposed at the EGM, to convert the entire Tchenguiz
loan into shares at a price of 10 pence per share.
The conversion of the Tchenguiz loan may result in the Tchenguiz Family
Trust owning up to 29.99 pct of the company, Asite said.
In addition, the Asite board believes it is in the best interests of the
company to purchase the holdings of all the minority shareholders in Asite
Solutions.
The company proposes that Asite will acquire the remaining minority holdings
in exchange for the issue of options over 6.5 mln new ordinary shares.
Asite said it wants to issue its major customers options over up to 80 mln
new shares.
Asite has entered into an agreement with BAA PLC in respect of the grant of
an option over 15 mln new shares, O'Rourke Investments PLC in respect of the
grant of an option over 17.4 mln shares and has reached an agreement in
principle with Stanhope Securities Ltd in respect of the grant of an option over
7.1 mln shares.
An EGM will be held on July 21.
ow/ra

[sagem] 26/6/2004 09:16

ASITE CERTAINLY HAVE SOME VERY HIGH PROFILE CUSTOMERS.



Operational review



Asite has built on the major client relationships established during the course
of 2002 through the provision of existing products and services and also through
the introduction of new products as outlined above. Our client base remains
heavily biased towards major players in the UK construction industry including
BAA plc, Stanhope plc, Laing O'Rourke plc, Grosvenor Estates, Berkeley Group plc
and Birse Rail Group plc. During the course of 2003 we have added to this
impressive client list with contracts with Galliford Try and T-Mobile. The
strengthening of our client relationships and our improved product inventory has
led to a growing order book (the value of contracted sales less work done) of
contracted revenue, which, under the long term framework contracts that our
clients contract with us upon, stretches out to 2010.



In 2002 we eliminated a number of contractual liabilities thereby reducing our
long term operating costs. During 2003 we have continued to reduce our
operating costs (before depreciation) which fell from £3.8 million to £3.3
million. We have also taken steps to offshore some of our development capacity,
thereby further reducing operating costs. The size of our improving order book
and the reduced forecast operating costs leads the Board to believe that Asite
will make good progress towards turning cash flow positive during 2004.



As described in note 1 of this announcement, the directors believe that the
Company has adequate funding in place to reach the point where it will become
self-funding.

[xenawarriorprincess] 25/6/2004 23:37

I'm not sure what that all means (its late) however they still seem to be doing deals:-

In the news

Asite Solutions Ltd announces exclusive UK and Ireland distributorship of German AEC’s think project! enterprise collaboration. Asite extends its project collaboration portfolio
16th June 2004

Asite Solutions Ltd, provider of integrated IT solutions for supply chain and project team management, has announced the addition of an “enterprise221; version of a collaboration tool, think project!, to its portfolio of products. The agreement extends its existing strategic alliance with German company AEC/communications GmbH and gives Asite an exclusive licence to distribute the tool in UK and Ireland. The agreement also grants Asite the rights to integrate the enterprise collaboration tool with Asite’s business operating system and project collaboration tool, Asite Project Workflow.

AEC/communications’ think project!, which will be branded in the UK under “Asite Enterprise Workflow”, will enable customers with internal project teams within their organisation to collaborate, no matter where they are based, whilst retaining enterprise wide documentation on the organisation’s own in-house servers. Asite Enterprise Workflow will closely integrate with Asite’s existing Asite Project Workflow collaboration tool to provide a single, combined offering.

Asite Project Workflow uses Asite’s “ASP” (Application Service Provider) capabilities, providing the extended project team with software on-demand without the need to install separate software. This means a company can enable collaboration amongst internal project teams using documents stored on their own organisational server, but at the same time achieve seamless collaboration with external project teams by using Asite Project Workflow.

AEC/communications is a collaboration software provider with market-leading portals for the construction industry in Germany, Switzerland, Austria, the Netherlands and Australia. Asite and AEC/communications formed a strategic alliance at the beginning of the year and have worked closely together since to enable interoperability between their applications. This means members of a project team who are using either Asite’s tools or those of AEC/communications can work more efficiently together, without the need to change the tool they are already using.

Tom Dengenis, CEO Asite plc, commented, “This year we launched Asite Project Workflow which has already been adopted by customers who are leading players within the industry. We’re delighted to be able to provide Asite Enterprise Workflow (AEC’s think project!) through our alliance with AEC/communications, as an integrated solution that can be used in conjunction with Asite Project Workflow.”

Martin Boelter, CEO, AEC/communications, said, “Our work with Asite over the past few months has been effective in developing a set of tools that will overcome obstacles for project teams working across international boundaries and using tools from different providers. The latest developments in our relationship with Asite shows a further commitment to bringing a complementary set of tools to each of our markets.”

[sagem] 25/6/2004 19:40

Asite PLC WAHT DOES ALL THIS MEAN...RNS ISSUED AFTER MARKET CLOSED 25 JUNE 2004


Asite plc
('Asite' or the 'Company')

Capital Restructuring
and
Extraordinary General Meeting


On 8 June 2004 it was announced that the board of Asite (the 'Board') had
undertaken a review of the financial structure of the Company and its operating
subsidiary, Asite Solutions Limited ('Asite Solutions') (together the 'Group')
and had decided to undertake a number of actions to enable these companies to
improve substantially their net asset position.

The Board has now finalised the terms of agreements with certain key
shareholders in Asite designed to implement these actions. In addition, the
Board is seeking to establish appropriate equity incentivisation arrangements
with the directors and management and with key strategic customers. The
proposed actions are described in further detail below.

These actions involve, amongst other things, the disapplication of statutory
pre-emption rights and amendments to the Company's articles of association in
connection with the creation of a new class of non-voting shares and,
accordingly, the Board is seeking the approval of Shareholders to implement
these actions. An Extraordinary General Meeting of the Company (the 'EGM') has
been convened to be held at 10.30 a.m. on 21 July 2004.

Conversion of loans from Rotch Property Company Limited and R20 Limited

Mr Robert Tchenguiz, through Rotch Property Company Limited and R20 Limited,
companies ultimately owned and controlled by the Tchenguiz Family Trust (a trust
associated with Mr Tchenguiz) has provided the Company with financial support in
the form of a non-interest bearing loan which as at 24 June 2004 was in the
amount of £7,079,072.40 (the 'Tchenguiz Loan').

The Tchenguiz Family Trust (through the holding of B&C Plaza Limited, a company
ultimately owned and controlled by the Tchenguiz Family Trust), is interested in
26,607,062 ordinary shares (representing 25.9 per cent. of the current issued
share capital of Asite).

Mr Tchenguiz has agreed to a conversion of the loans from Rotch Property Company
Limited and R20 Limited and has entered into a loan conversion agreement with
the Company, (the 'Loan Conversion Agreement'). Under the terms of the Loan
Conversion Agreement, Mr Tchenguiz has agreed, conditional on the passing of the
resolutions proposed at the EGM, to convert the entire Tchenguiz Loan into
shares in the capital of the Company at a price of 10 pence per share.

The conversion of the Tchenguiz Loan, if completed, may result in the Tchenguiz
Family Trust (or a company or person it nominates) being issued with such number
of ordinary shares as takes the combined holding of it and parties considered to
be concert parties of it, up to but not in excess of 29.99 per cent. of the
issued ordinary shares.

The remaining shares to be issued pursuant to the Loan Conversion Agreement
shall take the form of B ordinary shares. The B ordinary shares shall
participate in the profits and assets of the Company pari passu with ordinary
shares but shall be non-voting and confer no right to receive notice of or
attend general meetings of the Company. They shall not be admitted to trading
on AIM.

A holder of B ordinary shares will be entitled to convert them into fully paid
ordinary shares on a one for one basis but only if that holder's holding of
shares, when aggregated with shares held or acquired by any person acting in
concert with him, does not exceed 29.99 per cent. of the number of voting shares
issued by the Company (so as to avoid the requirement to make a general offer to
shareholders under Rule 9 of the City Code on Takeovers and Mergers).

If the full amount of the Tchenguiz Loan (being £8,458,501.40 inclusive of
additional loans committed to Asite) is converted into equity and issued to B&C
Plaza Limited, based on the current issued share capital, B&C Plaza Limited will
hold 26,607,062 voting ordinary shares and 84,585,014 non-voting B ordinary
shares, representing 59.3 per cent. of the issued share capital of the Company.

The Directors (excluding Mr Tchenguiz given his involvement in the proposed
conversion) consider, having consulted with the Company's Nominated Adviser,
Deloitte Corporate Finance, that the terms of the conversion are fair and
reasonable insofar as the shareholders of Asite as a whole are concerned.

Purchase of interests of minority shareholders in Asite Solutions

Asite conducts its business through Asite Solutions. The Board believes that it
is in the best interests of the Company to purchase the holdings of all the
minority shareholders in Asite Solutions so that Asite Solutions is a 100 per
cent. subsidiary of Asite, thereby removing the minority interest from the
consolidated accounts of Asite. The proposal is that Asite will acquire the
remaining minority holdings in consideration of the issue of options over
6,525,482 new ordinary shares.

Asite has already entered into an agreement to implement this proposal with BAA
plc and has reached an agreement in principle with Stanhope Properties Limited.
It is also in discussions with the other minority shareholders in Asite
Solutions to finalise agreements on similar terms to those with BAA plc and
Stanhope Properties Limited, the two largest minority shareholders in Asite
Solutions. The options will have an exercise price of 10 pence per share if the
option is exercised on or before 31 December 2004 and 15 pence per share
thereafter.

In addition, Tom Dengenis has agreed to transfer his entire holding of 60 shares
in Asite Solutions to Asite in consideration of the payment of £60.

Grant of options to major customers

Asite wishes to issue its major customers (being customers with a long term
framework contract with Asite or who, the Directors believe, are significant to
the Group's business) options over up to 80,000,000 new ordinary shares in the
capital of the Company. The Board considers that by granting options to its
major customers, it will strengthen its trading relationship with such customers
as they will have a vested interest in the future performance of the Company.
As an alternative to entering into an option agreement, the Board may offer
major customers the opportunity to subscribe for new ordinary shares at the same
price and on similar terms to those set out in these option agreements.

Asite has entered into an agreement with BAA plc in respect of the grant of an
option over 15,000,000 new ordinary shares, O'Rourke Investments plc in respect
of the grant of an option over 17,362,400 new ordinary shares and has reached an
agreement in principle with Stanhope Securities Limited in respect of the grant
of an option over 7,124,932 new ordinary shares.

Major customers who are issued with options will have three years to exercise
their respective options, in whole or in part (and so that they may exercise
their options on more than one occasion), at an exercise price of 10 pence per
share. If the option is exercised on or before 31 December 2004, there will be
no lock-in period for holding the new ordinary shares issued on exercise of the
option. If the option is exercised after 31 December 2004, there will be a two
year lock-in period subject to limited exceptions.

Issue of options to executive directors and employees

Given recent changes in personnel in the Group and the appointment of three new
executive directors, the Board proposes to grant options over up to 15 million
ordinary shares in total to its four executive directors and 3 million ordinary
shares to employees below Board level. The allocation of the new ordinary
shares to the executive directors will be determined by the Board in line with
the recommendations of its remuneration committee.

Issue of options to non-executive directors

The Company's non-executive directors have agreed to receive payment, by way of
options over new ordinary shares at an exercise price of 10 pence per share, in
lieu of cash to cover remuneration due in respect of the year ending 31 December
2004. The Directors are therefore seeking shareholder approval, at the EGM, for
the authority to disapply the statutory pre-emption rights of shareholders so
that the Company can issue new ordinary shares under the following options:

• an option over up to 600,000 new ordinary shares to Sir John Egan;

• an option over up to 300,000 new ordinary shares to Walter Goldsmith

• an option over up to 150,000 new ordinary shares to Robert Tchenguiz;

• an option over up to 150,000 new ordinary shares to Mathew Riley or, at his
nomination, BAA plc; and

• an option over up to 150,000 new ordinary shares to Peter Rogers or, at his
nomination, Stanhope Securities Limited.

These option agreements operate so that quarterly in arrears, as the
remuneration of the relevant non-executive director falls due, the option vests
in respect of one quarter of the total number of new ordinary shares subject to
the option.

Amendment to the articles of association in relation to borrowing powers

The articles of association currently state that the Directors' borrowing powers
are restricted such that the Group's borrowings should not exceed the higher of
£6 million or four times (400 per cent. of) the Company's shareholders' funds.
As at 24 June 2004, due to the Company's cash requirements, the Group's
borrowings were £7,079,072.40 and therefore outside the limits permitted by the
articles of association.

In view of the current level of borrowings relative to shareholders' funds, the
Directors propose that the borrowing powers limit be changed from the higher of
£6 million or four times (400 per cent. of) shareholders' funds to a figure
being the higher of £9 million or six times (600 per cent. of) shareholders'
funds.

Calling of and extraordinary general meeting

An explanatory circular and a form of proxy are being sent to shareholders. The
circular explains the reasons for these actions in more detail and includes a
notice of EGM setting out the resolutions to be proposed at the EGM. The
circular also explains why the Board believes the proposed actions to be in the
best interests of the Company and the shareholders of Asite as a whole.

Copies of the circular will be available to the public free of charge from
Asite's offices at Leconfield House, Curzon Street, London W1J 5JA.

Enquiries


For further information, please contact:

Asite plc
Tom Dengenis 020 7647 5151
Gordon Ashworth

Deloitte Corporate Finance
Robin Binks 020 7936 3000
Richard Collins

The directors of Asite accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Asite (who have taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.


This information is provided by RNS
The company news service from the London Stock Exchange





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