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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Rome Resources Plc | LSE:RMR | London | Ordinary Share | GB00BYY0JQ23 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-9.20 | -96.79% | 0.305 | 0.29 | 0.32 | 0.35 | 0.305 | 0.35 | 551,396,122 | 15:57:08 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:3168L RMR PLC 9 October 2001 RMR PLC RMR PLC ( "RMR" or the "Company"), the specialist software provider for e-learning, knowledge management and online events, announces the acquisition of Learning Angles Ltd for an initial consideration of 6,000,000 RMR ordinary shares RMR has today agreed to acquire Learning Angles Ltd for an initial consideration of 6,000,000 RMR ordinary shares (valued at #360,000 based on yesterday's closing price of 6p per share). The acquisition will enable RMR to develop and market Elevate, its own comprehensive e-learning software package, by adding the content of Learning Angles' business to offer an integrated solution to clients. Learning Angles is a recently formed company established to take advantage of e-learning opportunities. It has developed a core competence in producing quality, rich content (video, text and 3D graphics) and delivering it over a number of platforms. Learning Angles targets the banking, insurance, retail, pharmaceuticals and public sectors with applications for executive education, induction and product training. RMR will issue between 2,000,000 and 12,000,000 further Ordinary shares to the vendors as consideration for Learning Angles if the combined business achieves a result before tax of between break-even and #2.5 million in any one financial year up to 28 February 2004. The vendors have agreed not to dispose of any consideration shares, save in certain circumstances, for two years from the date of issue of the initial consideration shares and to retain further consideration shares until at least 31 August 2004. The senior management of Learning Angles are Chris Thomas (Sales and Marketing Director), Rhodri Williams (Commercial Director) and Dr Gwyn Jones (part time Executive Chairman) who had previously established and run the e-learning business of Agenda Multimedia Limited. The merger is conditional on the approval of RMR's shareholders. Following completion of the acquisition Chris Thomas will join the RMR board as Sales and Marketing Director and Dr Gwyn Jones will join RMR as a Non Executive Director. Commenting on the acquisition, Michael Mills, RMR Chairman said: "This is an excellent acquisition for RMR as it gives us the ability to combine Learning Angles' rich content with our learning management software, Elevate, to offer clients an integrated e-learning package at a time when the market is growing quickly. The acquisition also brings us an established revenue stream and an experienced sales team to help market our other products including online conference software." For further information: RMR Michael Mills, Chairman 01865 733733 Weber Shandwick John Wade 0207 329 0096 PRESS RELEASE 9 October 2001 RMR PLC PROPOSED ACQUISITION OF LEARNING ANGLES Introduction RMR plc ("RMR") is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Learning Angles Limited ("Learning Angles"), a corporate e-learning business. Learning Angles is being acquired from its founder directors/shareholders, Chris Thomas, Rhodri Williams and Dr Gwyn Jones. The initial consideration is 6 million ordinary shares in RMR ("Shares"). Further consideration of between 2 million and 12 million shares is payable in the event that profits in the period to 28 February 2004 achieve certain agreed thresholds. Background to and reasons for the Acquisition Strategic review The original RMR business model was centred around being a producer and developer of its own self-commissioned conferences using its internally developed software. Revenues were derived from the sale of advertising space on these events. In addition, web development work was carried out as an ancillary revenue stream. This business model, in particular the telesales format used to sell virtual exhibition stands and sponsorship space, proved to be unsuccessful coinciding also with a decline in online advertising. As a result restructurings were undertaken in January and June 2001 that resulted in RMR moving away from producing self-commissioned conferences to being a provider of information solutions. These restructurings have reduced the number of employees from 175 in January 2001 to 47 in August 2001. Following recent changes in the composition of the Board, a strategic review has been undertaken over the last month. This review looked critically at RMR's existing operations, product offering and potential markets and the routes to market for these products. The role of acquisitions and strategic partnerships was also considered as well as the level of resources necessary to support the new strategy. The Board concluded that RMR's business proposition should be as a provider of technology and content solutions to organisations with complex information needs. In the first instance, RMR will use its existing Elevate conference and website design products of which Elevate is potentially the most promising source of revenue. Other complementary products may be acquired and it is expected that these acquisitions will be focused initially on e-learning products with an emphasis on customers in the financial sectors. RMR's revenue strategy is to build a sustainable customer base which will include well-financed organisations such as large corporates, financial institutions, government and professional bodies. In this regard, it is the intention of the Board to seek to acquire similar businesses with proven sales resource and develop long-term relationships with strategic partners who can provide a sales channel. The acquisitions policy will be focused on businesses that can provide a route to market for RMR's software products and that do not require a significant initial cash investment or increase RMR's cash exposure. RMR's target market for training and professional development products is large, well established and growing. RMR's potential customers are geographically diverse organisations typically with distributed well-trained staff and their own large customer base. RMR's software will enable them to solve their information and training needs and reach a wider audience in a more cost-effective way than traditional systems and as a result reduce unproductive travelling and out-of-office time. The immediate requirement is to conserve cash by reducing cash outflow while creating a profitable sales line. Accordingly RMR is in the process of implementing a plan for a further reduction of its UK payroll costs and overheads. The e-learning market The e-learning market in Western Europe is anticipated to grow to approximately #3 billion by 2004 as companies start to take commercial advantage of the products on offer. Much of this growth is anticipated to come from a switch to online training as organisations recognise the significant opportunities presented by e-learning including: * Increased quality and value of learning achieved through greater student access and combination of appropriate supporting content, learner collaboration and interaction, and online support. * Increased reach and flexibility enabling learners to engage in the learning process anytime, anyplace and on a just-in-time basis. * Decreased cost of learning delivery, and reduced travel, subsistence costs and time away from work. * Increased flexibility and ability to respond to evolving business requirements with rapid roll-out of new and organisational specific content to a distributed audience. The ability of organisations to realise these benefits depends significantly on the product offering and this is encouraging organisations to look for an integrated solution that combines content with a comprehensive delivery platform which includes a learning management system. A learning management system typically incorporates functionality for managing courses and course registration, tracking student registration, managing course information, course scheduling and administration and reporting. "Elevate" RMR has developed Elevate to provide a comprehensive e-learning package based around the Internet and which can be tailored to individual client's needs. Elevate contains four component parts: a course builder, learner interface, tutor/trainee interaction system and a learning management system. Version 1 of Elevate was completed in August 2001 and is currently being marketed to companies and organisations. RMR recognises that further development work is required to create a product which has the functionality and architecture to meet the requirements of large corporates and is progressing development work to achieve this. In recognition of this, the management of RMR has been working for the last six months on projects in the e-learning area with the management of Learning Angles. Information on Learning Angles Introduction Learning Angles is a recently-formed company established to take advantage of opportunities in the e-learning market place which operates from a small office in central London. The senior management of Learning Angles were previously involved in establishing and operating Agenda Multimedia Limited's ("Agenda Multimedia") e-learning business. Agenda Multimedia, located in South Wales, is a TV production company that was founded in 1989 and has established a reputation for producing high quality, factual television programmes for the broadcaster Channel 4 in Wales. In late 1998, while working for Agenda Multimedia, the current management of Learning Angles recognised that the rapidly growing multimedia market provided additional opportunities for their creative, technical and production skills. They instigated a strategic review of the business with a particular focus on the benefits that broadband might offer. This review identified many opportunities in the emerging broadband markets and concluded that Agenda Multimedia should focus on those in corporate broadband by building a corporate e-learning business. This was established last year and has been funded until recently by Agenda Multimedia. Learning Angles was recently established by its current management team with a view to developing its e-learning business independently. Management The senior management team of Learning Angles is headed up by Chris Thomas (sales and marketing director), Rhodri Williams (commercial director) and Dr Gwyn Jones (part-time executive chairman). Chris Thomas has a background in turnarounds having been CEO of a number of companies in the chemicals industries including Kalon (France) S.A., a subsidiary of Kalon plc. Chris has been European Director of the Inward Investment Division at the Welsh Development Agency and has also operated as a management consultant with Deloitte Haskins & Sells and other consultancies in the technology sector. Rhodri Williams was a co-founder of Agenda Multimedia in 1989. He has been involved in programme production and developing content and has also been responsible for developing and managing Agenda Multimedia's IT infrastructure. Since 1998, Rhodri has initiated that company's expansion into e-learning and has been responsible for market research in the US and UK and overseen the design and production of a delivery platform. Dr Gwyn Jones has a PhD in computer science and has had a successful career in developing and growing profitable software companies. He has been on the main boards of software and media companies including ACT Group plc, HBOC (UK) Limited and Real Radio. He has also been on the boards of Tesco plc, the BBC, the Welsh Development Agency and is currently a director of Invesco English and International Trust plc. Products Learning Angles' management has developed a core competence in producing quality rich content (video, text and 3D graphics) and delivering it over a number of platforms. Their background in TV production means that they believe Learning Angles has the creative and production skills to generate engaging video and audio training material to high standards accessed by personal computer. Learning Angles has two product propositions for customers. These are: * e-enabled text based browser applications with interactive functionality. * Video, text and 3D graphics (rich content) with full interactive functionality. Training material is available through relationships with organisations such as Video Arts (soft skills), Open Learning Company (executive education) and other content owners. Learning Angles is able to develop specific end-user applications and avoid having to make a conceptual sell each time to a new prospect e.g. in the financial sector applications can be developed for executive education, induction and product training. Market strategy Learning Angles' strategy is to establish a market presence as a rich content provider with large companies and organisations. It targets sectors such as banking, insurance, retail, pharmaceuticals and the public sector as these tend to have distributed staff and a requirement for these staff to adhere to common standards which are regularly being updated. In targeting these sectors Learning Angles' primary route to market is intended to be direct selling by a sales team to leads generated from the personal network of Learning Angles' senior management and referrals from partnership arrangements with content providers. Through these contacts Learning Angles has progressed transactions with "blue chip" organisations and companies such as UBS, Deloitte & Touche and University for Industry. Learning Angles expects to engage with organisations initially on the basis of a pilot project and as the effectiveness of the training material is recognised it anticipates more substantial follow-up business. Financial information As described above, Learning Angles is a recently-formed company which has only just started trading and therefore has no financial trading record. The corporate e-learning business conducted at Agenda Multimedia by the management team that later formed Learning Angles however generated orders of approximately #500,000 from March 2000 to 31 August 2001. In the period from its formation in September 2001 to 28 February 2002, the management of Learning Angles expect it to break-even and they anticipate strong growth in sales and profitability in the following years. Other than the intellectual property of Learning Angles' management team, RMR will not be acquiring any assets or taking on any borrowings or creditors in relation to its acquisition of Learning Angles. Benefits of the Acquisition While Learning Angles has a market presence as a rich content provider, its management believe that it is missing sales opportunities as it is not in a position to offer a Learning Management System ("LMS"). As described previously, organisations are increasingly looking for an integrated training solution (content and LMS) and this has led both content and LMS providers to form alliances in order to be able to offer a "one-stop" solution to their clients. RMR's Elevate software is an e-learning platform that can be developed into a fully functional LMS used by Learning Angles to provide integrated solutions to its clients notably but not exclusively in the financial sector. The purchase of Learning Angles forms the first part of RMR's new strategy of focusing on "Elevate", its e-learning software, to take advantage of the market demand for technology supported training. The Board believes that the acquisition of Learning Angles provides an excellent opportunity to develop and market Elevate in a cost-effective manner whilst minimising risk to RMR's capital funds. RMR already has a good working relationship with the management of Learning Angles as a result of recent collaborative projects. The Board is confident that using Learning Angles' software development and sales expertise in addition to having access to its "blue chip" relationships should bring significant benefits to the financial performance of RMR. Principal terms of the Acquisition RMR are acquiring the entire issued share capital of Learning Angles which includes the corporate e-learning business and its three founder directors. The initial consideration for this purchase comprises the issue of 6 million Shares. There is also a further performance-related consideration of between 2 million and 12 million Shares which becomes payable depending on the achievement of specified profit thresholds if the combined business of RMR and Learning Angles achieves a result before tax of between break-even and #2.5 million in any one financial year up to 28 February 2004. Lock-in arrangements The shareholders of Learning Angles have entered into lock-in agreements regarding the disposal of the Shares they are to receive under the terms of the Acquisition. These provide that Shares issued in consideration for the Acquisition may not be sold or transferred for a period of two years from the date of their issue in respect of the initial consideration or before 31 August 2004 in respect of the performance-related consideration, subject to certain limited exceptions allowing a disposal, inter alia, in the event of an offer for the Company or the death of the relevant individual. Board changes Kazia Kantor and Robert Jackson resigned as non-executive director and chief executive officer respectively on 14 September 2001 and Michael Mills was appointed executive chairman with effect from 17 September 2001. Ned Carroll also joined the Board as a non-executive director with effect from 8 October 2001. Dr Mark Smith, one of RMR's original co-founders, has decided to step down as an executive director with effect from 31 October 2001 and he has agreed to provide consulting services to the Company. Derek Cormack will continue in his role as finance director. It is intended that, following completion of the acquisition of Learning Angles, Chris Thomas and Dr Gwyn Jones will join the Board. Chris Thomas will join the Board as sales and marketing director. Gwyn Jones will join in a non-executive capacity and will also provide consultancy services to RMR. The terms of Chris Thomas' intended service contract provide that the contract will be terminable by either party on three months' notice, thereafter the contract will be terminable on six months' notice given by either party to the other at any time. The contract will contain provisions for early termination, inter alia, in the event of a breach by the director. The basic annual salary payable to Chris Thomas is #100,000 per annum to be reviewed annually (without any obligation to increase the same). Extraordinary General Meeting Notice of an Extraordinary General Meeting to approve, inter alia, the acquisition of Learning Angles will be posted with a circular to shareholders shortly. Irrevocable undertakings to vote in favour of all the resolutions to be proposed at the Extraordinary General Meeting have been received from Shareholders holding 20,411,504 Shares in aggregate representing 37.0% of the Company's existing issued share capital. END Press contacts: RMR Michael Mills, Chairman 01865 733733 Weber Shandwick John Wade 0207 329 0096
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