Acquisition

Clarity Commerce Solutions PLC 24 March 2003 For release Clarity Commerce Solutions Plc Acquisition of Romulus Enterprises Limited Clarity Commerce Solutions Plc ('Clarity'), the AIM listed UK software company which provides software solutions to the UK leisure and hospitality market, announces that on 21st March, 2003, it entered into an agreement to acquire the entire issued share capital of Romulus Enterprises Limited ('Romulus'), a provider of Business Intelligence analytic software to companies in a diverse range of sectors. Terms The initial consideration of £240,000 has been satisfied in cash. Deferred consideration will be payable on the achievement by Romulus of certain performance targets based on the weighted annual profits, after taxation, for the three years ending 31st March 2006, subject to a maximum total consideration of £5 million. Any deferred consideration payable will be satisfied by the issue of unguaranteed loan notes, redeemable in a combination of cash and shares, at the option of Clarity. Clarity will make application to the London Stock Exchange for any deferred consideration shares issued be admitted to trading on AIM. These shares will rank pari passu with the existing issued share capital of Clarity including the right to receive all dividends declared or paid following the date of allotment. The vendors of Romulus have agreed not to dispose of any shares they receive for a period of twelve months. Background Romulus, based in Edinburgh, was formed in 1999 and provides Business Intelligence analytic software to customers operating in various sectors, including hospitality, travel and construction. Key customers include The Laurel Pub Company, J D Wetherspoon plc, Systemax Europe Ltd, Vinci plc, Hardys and Hanson plc, Robert Wisemans Dairies plc, Ramesys Construction Limited and Belhaven Group plc. What is Business Intelligence Analytic software? Business Intelligence Analytic software is a relatively new concept which enables businesses to collect, consolidate, analyse and access information. This allows users across the business to make better decisions. In simple terms, it takes historic data, typically in the form of database applications such as Sales Order Processing and Accounts, and releases this information to the company's management in a very simple, but powerful way. The solution that Romulus provides is based on the software tools of Cognos Inc, one of the worlds leading Business Intelligence software vendors. Romulus is a key Cognos partner in the UK. Clarity has first hand experience of Romulus software, as it has been rolled out alongside Clarity solutions within the Laurel estate, providing data from over 600 outlets. Clarity now tender Romulus as the reporting solution of choice to all of their customers. Financials For the year ended 31 March 2002 Romulus reported turnover of £483,366, profit after taxation of £6,4811 and net assets of £11,073. The two executive directors and principal shareholders of Romulus, R Crawford, aged 33 (Managing Director) and P Lemon, aged 40 (Operations Director) have agreed to continue under new service contracts following the acquisition. Graham York is a non-executive director and 10 per cent shareholder of Romulus, and under the terms of the acquisition will be entitled to 10 per cent. of the total consideration payable. The directors of Clarity, other than Graham York, due to his non-executive directorship of and shareholding in Romulus, consider, having consulted with Williams de Broe Plc, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. Commenting on the acquisition ALR Morton, Chairman of Clarity stated: 'This represents the Clarity strategy of acquiring solutions that both complement the current product range and open up new markets. We believe that Romulus will offer a key part of our ongoing software portfolio.' ENDS Clarity Commerce Solutions plc Binns & Co Public Relations Ltd Graham York Chief Executive Officer Paul McManus Peter Walker Business Development Director Samuel Allen Tel: 01722 746 200 or Tel: 020 7786 9600 Mob: 0774 865 1727 or Fax: 01722 746 224 Mob: 0798 054 1893 E-mail: paul.mcmanus@binnspr.co.uk sam.allen@binnspr.co.uk Internet: www.claritycommerce.com www.binnspr.com This information is provided by RNS The company news service from the London Stock Exchange
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