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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 ACQFEWEEASESEES
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