Shaw(A) Share Discussion Threads

[zac99999] 05/9/2003 20:37

christ u guys you have the same conversation every month now ...lets face it we have been shafted, i woould love them to kick into gear,but just cant see it at the mo,can anyone?????

[wayneb] 05/9/2003 18:27

Come the end of the month and we should have some news.What price will the re-list be ?????

[maestro.] 03/9/2003 21:14

don't worry guys...it will come good...1 star street will do the business

[v0d00child] 03/9/2003 21:00

It'd be a good time to pull this out of the hat..!!

[teacup] 03/9/2003 15:43

Just how long is a company allowed to stay suspended for, surely there is a limit before they have to announce something.

[small racer] 03/9/2003 14:38

Come on SAW - just state the obvious - Revenue Stream, anticipated earnings Vs Overheads and Debts

[power] 03/9/2003 09:49

Basics. Is the firm still trading, and if what the hell are they selling to produce income?

[wayneb] 01/9/2003 18:02

No news yet,if the deal is not tied up till the end of the month i cannot see a re-list till october at the earliest.

[small racer] 01/9/2003 15:29

So any news on a re-list???

[wywcu1] 26/8/2003 16:07

Wayneb,
Thanks for that. It would appear that having started in 1908 as a plumbing Co. they used lead pipes and, as such, they are unable to plug the current leak. Anyone want 170k of stock? Going cheap!

[wywcu1] 26/8/2003 16:07

Wayneb,
Thanks for that. It would appear that having started in 1908 as a plumbing Co. they used lead pipes and, as such, they are unable to plug the current leak. Anyone want 170k of stock? Going cheap!

[wayneb] 25/8/2003 19:01

This is where Bryan got most of his shares from


Monitor Quote Alerts Trades Level 2 News NewsMon Fundamentals Free BB Premium BB Home


RNS No 1754h
ARTHUR SHAW & COMPANY PLC
8 September 1999

ARTHUR SHAW & COMPANY PLC
("Arthur Shaw" or "the Company")

Proposed Acquisition of Morrison Internet Merchants Limited
("the Acquisition")


Introduction

The Board of Arthur Shaw announced on 24th May, 1999 that it
had agreed, conditional, inter alia, on the consent of
shareholders, to acquire from Mr Bryan Morrison the entire
issued share capital of Morrison Internet Merchants Limited
for an aggregate consideration of approximately #4.0 million,
such consideration to be satisfied by the allotment and issue
of 214,945,596 new Ordinary Shares and the grant of an option
to subscribe for 23,882,844 Ordinary Shares at a price of
1.875p per share, exerciseable (save for in certain prescribed
circumstances) within three years of completion of the
Acquisition.

In view of its size, the Acquisition constitutes a Class 1
transaction for the purposes of the Listing Rules of the
London Stock Exchange and as such the terms of the Acquisition
will need to be approved by the Company's shareholders.
Completion of the Acquisition is conditional, inter alia, on
such Shareholder approval being obtained.

The purpose of this press release is to provide Shareholders
with information on MIML, to outline the reasons for the
Acquisition and to seek Shareholders' consent to it at the
EGM.

Information on the Company

Arthur Shaw is a long established company incorporated in
1909. It joined the Unlisted Securities Market in 1988,
transferring to the Official List of the London Stock Exchange
in 1995. The major part of the Company's business is the
manufacture and supply of building products, principally
fittings for windows and patio doors. In 1995, the Arthur Shaw
Group ("the Group") began to sell a new window locking system,
"Zippalok", in North America but considerable difficulty was
encountered in selling the product into that market and in
September 1996 it was decided to discontinue the trading
operations in the United States.

In the year ended 30th March, 1997, losses before taxation
totalled approximately #1.9 million. The results for the year
ended 29th March, 1998 showed a loss before taxation of
approximately #1.6 million and for the year ended 28th March,
1999 a loss before taxation of approximately #0.98 million.


The Group's products

The Group currently has two principal activities making up its
core business. It is a UK manufacturer and supplier of
proprietary and security fittings for windows and patio doors,
which are made and marketed by Arthur Shaw Manufacturing
Limited. A wide range of own-manufactured and factored
products are sold to UK window fabricators and these are used
in the new build and refurbishment sectors of the housing and
commercial construction industries.

The Group's other main current activity is the supply of
engineering services and products made and marketed by Jackdaw
(Fasteners) Limited, which includes an engineering division,
Knowles & Rissbrook. Specialised industrial fasteners are
manufactured and supplied nationwide, principally to UK
construction companies and the petroleum, oil and gas
industries.

Your Directors intend to increase the contribution made by the
Group's core business and anticipate launching two new
security products to add to its present range in the second
half of the current financial year.

The Group and the Internet

Your Group has two web-sites on the Internet. They are:
www.jackdaw-fastners.co.uk. and www.arthurshawengineering.com.

The Jackdaw (Fasteners) Limited web-site is currently under
development and is intended to include a product catalogue of
items currently in stock and certain technical information on
products.

The Arthur Shaw web-site is currently under development and
was designed to contain product information. It is intended to
be developed to provide engineers outside the Group with the
opportunity to present and examine their ideas with the
Company's management.

It is intended that following the Acquisition, MIML will
assist the Company with the further development of these
web-sites over the next nine months.

Reasons for the Acquisition

In my Chairman's statement, contained in the unaudited interim
results for the six months ended 27th September, 1998, it was
stated that your Board was actively pursuing a number of
acquisition opportunities to expand the business profile of
the Group. The Board has considered a number of opportunities
with a view to acquiring businesses which would be capable of
using the Group's underutilised resources and generating cash.

Your Board believes the Acquisition which requires the issue
of 214,945,596 Ordinary Shares as consideration and the grant
of an option to subscribe for 23,882,844 Ordinary Shares at a
price of 1.875p per share, will provide the Group with the
opportunity to diversify its traditional operating base to
gain entry to Internet related business within the
entertainment industry.

Your Directors consider the acquisition of MIML to be a
diversification into a new separately managed subsidiary,
which will not affect in any way the core Arthur Shaw
business.


Terms of the Acquisition

The aggregate consideration of approximately #4.0 million
(based on the closing middle market price of 1.875p per share
on 21st May, 1999, the last business day prior to the
announcement of the Acquisition) for the Acquisition is to be
satisfied by the allotment and issue of 214,945,596 Ordinary
Shares, which will rank pari passu with the Existing Ordinary
Shares in all respects, and the grant of an option to
subscribe for 23,882,844 Ordinary Shares at a price of 1.875p
per share exerciseable (save for in certain prescribed
circumstances) within three years of completion of the
Acquisition.

Audio and video through the Internet

As use of the Internet has grown over recent years, so have
the uses to which it can be put. Data of many types can be
transferred, including digitally encoded music. MIML intends
to transmit streamed audio and video using proprietary, freely
available software, such as RealPlayer, WindowsT Media Player,
or Quick Time.

Streamed audio and video is widely available on the Internet
and is playable by a personal computer in real time therefore
not requiring long down load times before use.

Your Directors believe that sound and picture quality will
continue to improve as technology advances. In July 1999
British Telecom plc announced roll-out plans for new high
speed data services which will utilise existing copper twisted
pair telephone lines to provide high speed digital connections
capable of carrying information at between 10 and 40 times the
speed of conventional modems. British Telecom plc has stated
its intention that four hundred exchanges covering almost six
million households and businesses in the UK will be upgraded
by March 2000. NTL Inc. has announced similar plans through
cable. Your Directors believe that this development will
enable video to be streamed at close to television quality and
intend to commence broadcasting within the next twelve months.

There are currently a number of businesses which make
available music and video on the Internet. For example,
Broadcast.com, an Internet broadcast company, offers a wide
range of live and archived music, including a broadcast of the
lst June, 1999 concert by Seal from the Bronco Bowl Theatre,
in Dallas, Texas and a weekly live broadcast (subsequently
archived) from the renowned Blue Note jazz club in New York.

Information on MIML

MIML is a private company, incorporated in March 1999, which
has been established to exploit Internet related business
primarily within the entertainment industry.

Audio and video through the Internet is becomingly
increasingly widespread and your Directors and Mr Morrison
expect this trend to continue as technology improves further.
It is to exploit this trend that Mr Morrison established MIML
to provide transmission or "cyber concerts" of live shows by
recording artistes to what your Directors consider to be a
large potential audience of personal computer users worldwide.
Your Directors consider that there are many Internet users who
would be willing to pay to watch live broadcasts of cyber
concerts, as long as MIML can provide the product to entice
viewers to watch it.

MIML has entered into agreements with four Artistes, whose
acts feature popular and rock music, three of whom enjoyed
commercial success in the 1960's and 1970's and the other
being a new band, who have contracted with MIML to enable MIML
to transmit concerts they perform, live on the Internet. In
consideration for the four Artistes entering into such
agreements, Arthur Shaw will issue to the four Artistes, in
aggregate, 4,500,000 Convertible Shares. In addition, each
Artiste will be entitled to a share of the net profit arising
from each of their concerts. The terms of the Convertible
Shares are set out in paragraph 4(c) of Part VI of the
document.

MIML is conducting negotiations with a number of Artistes who
are currently enjoying commercial success and Mr Morrison, the
Proposed Director, is confident that a number of these
negotiations will be concluded in due course.

The main revenue stream is intended to be generated from
customers wishing to advertise on the web pages and from
customers being charged on a pay for view basis as
appropriate.

Viewers are intended to be charged by credit card via the
Internet into a major finance house or bank. Once payment had
been received they would be issued with a pass code by e-mail,
so that they could access and view the performance.

Bryan Morrison Music Limited, a company controlled by Bryan
Morrison, has entered into an agreement to provide certain
services and facilities to MIML in consideration for the
payment by MIML of up to #19,000 per quarter. The facilities
include the provision of office space and IT systems for MIML
at a cost of #4,000 per quarter. Bryan Morrison Music Limited
has also agreed to provide web design and secretarial services
to MIML subject to recharging the costs of doing so to the
Company, up to a maximum cost to MIML of #15,000 per quarter.
The agreement is for an initial fixed term expiring on 31st
December, 2000 and is subject to renewal by mutual agreement
for further periods of six months.

The acquisition of MIML is intended to enable Arthur Shaw to
improve:

* the Group's own presentation on and use of the Internet;
* the Group's future prospects by developing a business
which is intended to be cash generative.

The acquisition of MIML will introduce into the Group Internet
technology which it presently does not possess, which your
Directors believe is important to any progressive company in
whichever industry it is engaged. Although MIML's intention is
to apply technology to the entertainment industry, its
business model is not necessarily confined to that segment.

MIML has not traded since incorporation and as at 8th
September, 1999 MIML had net assets of #100.

Proposed Director of the Enlarged Group

Bryan Morrison, the proposed Executive Director, has had a
successful career in artistes' management and music
publishing, having managed or published works by many of the
major artistes of the last four decades including The Pink
Floyd, T-Rex, Elton John, Robin Gibb of the Bee Gees, The Jam,
Wham and George Michael plus a multitude of others. He is a
director of a number of music publishing companies and is the
founder and chairman of the Royal County of Berkshire Polo
Club.

Your Board intends to appoint a Financial Director, whose
experience is commensurate with the Enlarged Group's business,
as soon as practicable following completion of the
Acquisition. At that time, the roles of Chairman and Group
Chief Executive of the Company will be split in accordance
with best practice guidelines and a further appointment will
be made.



Results for the year ended 28th March, 1999

It was announced on 27th January, 1999, at the time of the
interim results announcement that the Company's progress had
been temporarily interrupted during last December. Sales in
the first three months of 1999 did not pick up as your
Directors had anticipated and, accordingly, the results for
the year ended 28th March, 1999 are disappointing.

Turnover from continuing operations of #8.8 million for 1998/9
was some 20 per cent. less than the #11.0 million achieved in
the previous year. Gross profits fell from #3.2 million in
1997/8 to approximately #2.0 million in 1998/9 reflecting the
intense price competition in our established market for timber
window hardware.

On the positive side, we were able to reduce overheads from
#4.2 million in 1997/8 to #2.9 million in 1998/9, a reduction
of #1.3 million (31 per cent.). In addition, interest payments
fell from #524,000 in 1997/8 to # 167,000 in 1998/9 (68 per
cent.), as a result of converting #3.8 million of loans into
Ordinary Shares. Finally, losses of #160,000 incurred on the
disposal and termination of operations in 1997/8 were
translated into a profit on sale of fixed assets of #62,000 in
1998/9, an improvement of #222,000.

The Group balance sheet clearly demonstrates the significance
of the impact of the capital reconstruction approved by
Shareholders on 4th December, 1998 and the substantial
operational economies achieved by management.

As at 29th March, 1998 the Group's balance sheet showed a net
deficit of shareholders' funds of #3,248,000. As at 28th
March, 1999 net assets of the Group, reflecting the financing
which took place in December 1998, were #455,000, an
improvement of #3.7 million.

Working Capital

In the prospectus issued on 11th November, 1998 the Company
stated that it was of the opinion that, having regard to bank
and other facilities currently available to the Group
following completion of the loan conversions and receipt of
the net proceeds of the placing and open offer, the Group
would have sufficient working capital for its present
requirements.

At the time that the prospectus was issued your Directors were
confident of satisfactory financial results for the year ended
28th March, 1999 as a whole. However, during the second half
of the year the Group's results were significantly below your
Directors' expectations, resulting in a loss before tax of
#974,000. The primary reasons for this change in circumstances
are:

* purchase costs of materials exceeded your Directors'
estimates;
* market demand for the Company's products diminished; and
* sales prices having to be substantially reduced in order
to retain business.

To ensure that the Group has sufficient working capital for
the next twelve months, your Directors have put in place a
loan facility of #1.75 million which has been made available
by Coatdale, although none of it has yet been drawn, full
details of which are set out in "Events occurring since 28th
March, 1999" below.

Events occurring since 28th March, 1999

On 19th May, 1999 the Company issued 4,666.667 Ordinary
Shares, fully paid to a Mr Palmer at a price of 1.5p per share
in satisfaction of a three month loan of #70,000 made by him
to the Company and due for repayment on 19th May, 1999, which
the Company was unable to repay. On the same day a Mr Palmer
subscribed for a further 2,333,333 Ordinary Shares, fully
paid, at a price of 1.5p per share.

Also, on 19th May, 1999 the Company issued warrants to
subscribe for 6,666,667 Ordinary Shares at an exercise price
of 1.75p per share to Coatdale as an arrangement fee in
respect of it providing a #1 million facility to the Company
for working capital purposes. The loan, together with all
outstanding interest payable at 1.5 per cent. per annum over
Midland Bank PLC's base rate, is repayable by the Company on
30th November, 2000.

On 28th July, 1999 the Company issued warrants to subscribe
for 5,000,000 Ordinary Shares at an exercise price of 5.5p per
share to Coatdale as an arrangement fee in respect of
providing a #750,000 additional facility to the Company for
working capital purposes. This loan, together with all
outstanding interest payable at 1.5 per cent. per annum over
Midland Bank PLC's base rate, is repayable by the Company on
30th November, 2000.

Current Trading and Prospects

Arthur Shaw

Over the last twelve months, the Group's market has become
increasingly price sensitive.

Nevertheless, your Board sees the Group's more immediate and
significant growth in the expansion of its engineering
business which is being developed from its under-utilised
resources such as craft skill, plant, equipment and space.
Whilst there is an inevitable delay in the conversion of an
order into delivery of a product, your Directors are
encouraged in particular by the current level of orders in the
Components Division of Arthur Shaw Manufacturing Limited.

The current corporate strategy in the engineering business is
one of growth intended to be achieved by the following:

* the extension of present product ranges by the
introduction of new finishes and the marketing, initially in
the US, of the patented and developed new range of window
hardware in which a considerable investment has already been
made;

* your Board continues to investigate acquisition
opportunities in areas related to the core business;

* your Board assessing the feasibility of re-entering the
lock market having received samples of a patented product;

* the introduction of a new product range complementary to
our existing fastener range and expanding our present use and
application of under-utilised resources by offering "one-stop"
component casting, machining, finishing, painting and
packaging.

During the first four months of the current financial year,
the Group continued to apply a stringent control of costs and
expenses whilst maintaining its volume market share. Stocks
remain at a minimum level commensurate with the service
supplied to our customers and further economies are being
implemented in terms of overheads and indirect costs. Orders
continue to increase which the Directors believe confirms the
high standards of quality and service achieved throughout the
Group.

Despite the success in reducing expenses, your Board continues
to review certain aspects of the Company's policy with the
determination that whatever opportunities exist for
diversification, its first objective is to ensure a profitable
base in engineering.

MIML

Since MIML was incorporated in March 1999 it has entered into
agreements with four Artistes, conditional on the acquisition
of MIML by the Company being completed. The agreements between
MIML and these Artistes grant MIML the right to broadcast up
to three live concerts by them over the Internet over a
minimum period of five years. Under these agreements, the
Artistes are to be allotted at 0.001p per Convertible Share,
fully paid, in aggregate, 4,500,000 Convertible Shares and
they will each receive a fixed share of the net profit arising
from the broadcasts of their own concerts.

MIML is conducting negotiations with a number of other
Artistes who are currently enjoying commercial success and Mr
Morrison, the Proposed Director, is confident that a number of
these negotiations will be concluded in due course.

Year 2000

In common with other businesses Arthur Shaw faces potential
disruption due to the failure of computer systems and
computer-controlled processes in the context of the Year 2000
issue.

Arthur Shaw has reviewed its internal systems with a view to
identifying those which are not (or may not be) millennium
compliant and, where considered necessary, remedial action
(including replacement or updating of systems) has been taken.
The costs incurred to date have not been quantified separately
from the Company's costs relating to information technology
generally and it is not possible to establish precisely the
total costs which are likely to be incurred, but, in the
absence of unforeseen circumstances, your Directors consider
that these costs should not exceed #35,000 for the Group.

Your Directors intend that Arthur Shaw's Year 2000 readiness
programme will be completed by the end of September 1999, at
which time they intend to obtain independent advice as to the
efficacy of that readiness programme.

Given the nature of the potential Year 2000 problem, it is not
possible to be certain that the Group will not be materially
affected by millennium compliance problems but, given the
nature of the Group's business and steps taken to assess and
address potential risks, your Directors believe that Arthur
Shaw has taken reasonable steps to access and manage the risks
associated with millennium compliance.

It is intended that MIML will use the accounting services of
Arthur Shaw. MIML currently has four Artistes with whom it
has agreements. MIML has no IT systems at this stage with any
suppliers and does not anticipate any Year 2000 problems.

Extraordinary General Meeting

An Extraordinary General Meeting is to be held at 11.35 a.m.
on 1st October, 1999, to approve the proposals.

Application has been made to the London Stock Exchange for all
of the Consideration Shares being 214,945,596 Ordinary Shares
to be issued, credited as fully paid, pursuant to the terms of
the Acquisition Agreement, to be admitted to the Official
List. It is expected that Admission will become effective and
that dealings in the Consideration Shares will commence on 4th
October, 1999.

Listing particulars containing details of the Proposals
seeking consent of Shareholders in Arthur Shaw will be
despatched to them shortly.

Enquiries

Alan Bartlett - Chairman Tel: [phone]
Arthur Shaw & Company PLC

END

[small racer] 25/8/2003 17:09

Do we know how many of the 200M Morrison bought for 1p?

[wayneb] 24/8/2003 13:59

maestro
This contract was only for doing the web casts,they will have to sign them up to the new record lable (what this is we don't know yet),who knows maybe they will sign up and more good acts will follow.

[maestro.] 23/8/2003 20:00

wayne...i thought foo fighters had a contract with SAW...seem to be doing really well

[wayneb] 23/8/2003 18:56

News should come at the end of September,hope they get some good bands or solo artists signed up and make money.The countdown is on,don't let us down Bryan?,please.

[teacup] 20/8/2003 14:45

Morrison bought most of his shares at 1p, something like 200 million so he will lose out if shareholders do. However I'm sure he will be cooking up something to his benefit and not ours.

[wayneb] 18/8/2003 21:13

maestro

Yes, i think he owns about 25% of the company,but were most of these given him??.I think he is trying to pull a rabbit out of his hat and i hope he can pull it off.I did have some faith in Bryan,but this is taking to long to come to a head.Yes,i know these things can take a long time to sort out,lets hope no news is good news then.

[maestro.] 18/8/2003 20:34

BM holds quite a few million shares so keep the faith...bought some more myself the day before suspension...perfect timing yet again !

[small racer] 18/8/2003 18:52

wayneb - fear the worst mate - the lot has gone we (as usual) will get zero.

[wayneb] 18/8/2003 18:05

Hi all
I am begining to think we will end up with nothing out of this reverse takeover or a reverse into a merger.I rang again today and asked if there will be any shareholder value,and the answer i got was "i cannot speculate on that".She also said they are trying to get it concluded by the end of September,or it may have been the begining,as i cannot remember which one ,once i heard them words "i cannot speculate on that" all i could see was another investment going down the pan.So all we can do is sit and wait to see what happens,so keep everything crossed and hope for the best.

[wywcu1] 15/8/2003 09:00

Matkinsell, don't hold your breath on this one

[matkinsell] 14/8/2003 20:12

We'll definately have answers within 2 weeks