07 March 2007
Proposed disposal of shareholding in Panopticon Software AB
Notice of Extraordinary General Meeting
The Company announces that a circular has been despatched to Shareholders today
with notification that an offer has been made by Spotfire to acquire the entire
issued share capital of Panopticon, including the Group's 54.34 per cent.
shareholding in that company. The proposed consideration is the allotment to the
Panopticon shareholders of 6 per cent. of the enlarged issued share capital of
Spotfire (the 'Consideration Shares'). Shareholders are already aware that
Panopticon's activities are not core to the Group's activities going forward and
a buyer for Panopticon, or the Panopticon Shares, has been actively sought for
Investigations have shown that Spotfire is well-founded and it is likely that a
holding of their shares would be a good investment for the Company. However,
the activities of Spotfire are not core activities for the Group and the Company
considers that it would not be able to enhance the value of its Consideration
Shares by management input and sees no merit in the Company holding its
Consideration Shares purely as an investment. The Company will, therefore, be
seeking other ways in which it can realise value from its Consideration Shares.
Estimates of the value of Spotfire carried out for the selling agent have put a
value on the Consideration Shares of between US$12 million and US$15 million
which, in turn, places a value on the Panopticon Shares of between £3.39 million
and £4.23 million.
The costs of selling Panopticon are to be met by the shareholders of Panopticon.
To cover the Company's share of these costs, the Company has agreed to issue and
allot approximately 6,363,600 new Ordinary Shares to a third party company that
certain of the Panopticon shareholders, not including the Company, have formed.
These shares will be used as consideration by the third party company to meet
the Company's share of the costs of the Disposal, estimated at approximately
On completion of the Proposed Disposal Agreement, Willem De Geer will resign as
a director of the Company.
Under the AIM Rules, the Disposal is classified as a disposal resulting in a
fundamental change of business. The Disposal is, therefore, conditional on the
consent of the Company's shareholders given in general meeting.
Panopticon is a Swedish company based in Stockholm and has offices in London and
New York. It is a supplier of professional visual business intelligence to the
financial services industry as well as other fields of business. Panopticon's
software acts as a decision-making catalyst and allows users to:
• Easily visualise large volumes of information;
• Configure views of the information required;
• Drill-down to more detailed information; and
• Interpret data more efficiently.
The Company, via its wholly owned subsidiary, Hamsard Holdings Limited, owns 907
Panopticon A shares representing 54.34 per cent. of Panopticon's issued share
capital and entitling it to 70.75 per cent. of the voting rights.
In the year ended 31 May 2006, the audited results of Panopticon recorded
turnover of £3,063,387 with profit before tax of £757,316.
For the six months ended 30 November 2006, the unaudited results of Panopticon
recorded turnover of £225,810 with a loss before tax of £601,796.
Willem De Geer, a director of the Company, is Panopticon's chief executive
officer and has a beneficial interest in 132 Panopticon A shares and 195
Panopticon B shares representing 19.59 per cent. of Panopticon's issued share
capital and the entitlement to 11.82 per cent. of the voting rights.
Reasons for the Disposal and use of proceeds
The Disposal will enable the Company to focus on its managed services business.
It will also provide the Company with consideration which can be used to reduce
the Company's current long-term debt obligations.
Principal Terms of the Proposed Disposal Agreement
It is anticipated that a sale and purchase agreement will be entered into
between Spotfire and the Panopticon shareholders, which will include customary
representations, warranties, covenants and conditions. Spotfire will acquire the
entire issued share capital of Panopticon in consideration for the allotment and
issue to the Panopticon shareholders of the Consideration Shares. It is proposed
that 15 per cent. of the Consideration Shares will be held in escrow for 18
months after completion to satisfy any breaches of representations, warranties
and covenants in the agreement.
Financial effects of the Disposal
The Company anticipates making a small profit on the Disposal.
Extraordinary General Meeting
The Disposal is conditional on the passing of the Resolution by Shareholders. An
extraordinary general meeting has been convened for 10.00 am on 23 March 2007 to
be held at the offices of Halliwells LLP, One Threadneedle Street, London, EC2R
8AW at which the Resolution will be proposed.
The Directors consider that the terms of the Disposal are fair and reasonable
and in the best interests of the Company and its shareholders. Accordingly, the
Directors unanimously recommend Shareholders to vote in favour of the Resolution
as they intend to do in respect of their own beneficial holdings of 42,350
Ordinary Shares representing approximately 0.01 per cent. of the issued share
capital of the Company.
A copy of the circular despatched to Shareholders will be available at the
Company's website: www.cantono.com
For further information, please contact:
Eamus Halpin, Cantono plc Tel: +44 1895 444 420
David Youngman, WH Ireland Limited Tel: +44 161 832 2174
The following definitions apply throughout this announcement
'the Directors' the directors of the Company as at the date of this document
'Company' Cantono plc
'Disposal' the disposal of the Panopticon Shares to Spotfire, pursuant
to the terms of the Proposed Disposal Agreement
'Proposed Disposal Agreement' the proposed agreement to be entered into between Spotfire
and the Panopticon shareholders, including the Company,
pursuant to which the Company will agree to dispose of the
Panopticon Shares to Spotfire
'EGM' the extraordinary general meeting of the Company, convened
for 10.00 am on 23 March 2007, and any adjournment thereof,
notice of which is set out at the end of this document
'Group' Cantono and its subsidiaries
'Ordinary Shares' ordinary shares of 1p each in the capital of the Company
'Panopticon' Pantopticon Software AB, a company registered in Sweden with
company number 556614-0686 and whose principal office is
Brunnsgatan 9, se-111 87 Stockholm, Sweden
'Panopticon Shares' the shares in Panopticon held by the Group comprising in
aggregate 54.34 per cent. of Panopticon's issued share
'Resolution' the resolution to be proposed at the EGM, details of which
are set out in the notice of EGM at the end of this document
'Shareholders' holders of Ordinary Shares
'Spotfire' Spotfire Holdings, Inc., a private company registered in the
state of Massachusetts
'US$' the United States currency unit
For the purposes of the circular and this announcement, the following exchange
rate has been used:
This information is provided by RNS
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