Re Agreement

Eleco PLC 15 July 2002 15 July 2002 Eleco plc ('Eleco') Licence Agreement for marketing Consultec software and Option Agreement to purchase Consultec Group AB ('Consultec'), one of Sweden's leading construction software groups, as Eleco builds critical mass in the growing construction software market The Board of Eleco announces that Eleco has entered into a licence agreement with Consultec for the marketing of Consultec software in the UK and other English speaking markets including North America. Eleco has also entered into an option agreement under which it has the right to acquire the Consultec Group. Consultec is headquartered in Skelleftea Sweden and has a leading position in construction software markets in Sweden and other Scandinavian countries. The acquisition under the option agreement will be subject, inter alia, to comprehensive due diligence satisfactory to Eleco and approval by Shareholders of Eleco in General Meeting. Consultec is a leading developer and supplier of design, estimating, on-site management and timber engineering software for the Scandinavian construction market. It supplies construction software and related services to more than 1,000 customers in the Swedish construction industry. Consultec's Staircon software, a stair design and manufacturing program, which was released in 2001, has already been installed by stair manufacturers accounting together for more than 60 per cent of wooden stair production in the Swedish market. Consultec has also developed a comprehensive Glulam software program in conjunction with the Nordic Wood Project, an initiative financed by the Governments of Sweden, Norway and Finland. Licence agreement Under the licence agreement for the Consultec software, which has an initial term expiring in 2014, it is envisaged that Consultec's current software portfolio and any future software products will be translated into English following its acquisition and that the English version software programs will be marketed by Eleco in the United Kingdom and other major English speaking markets, including the United States. An initial licence fee of SEK 15,000,000 (approximately £1,065,000) is payable in cash in three annual instalments of SEK 5,000,000 commencing on 30 July 2002 with a royalty of 5% on sub-licence and maintenance fees received by Eleco, payable from 1 August 2004. Option agreement Under the option agreement Eleco may acquire the entire issued share capital of Consultec Group AB at any time before 31 December 2002 at a consideration comprising SEK 28,500,000, equivalent to approximately £2,025,000, payable in cash on completion and the allotment to the vendors, credited as fully paid, of 8,405,660 new ordinary shares of 10p each. At the current exchange rate and share price, the consideration would be equivalent to approximately £3,664,000. The Consideration Shares will rank pari passu with the existing issued ordinary shares of Eleco except that they will not rank for dividends paid by Eleco in respect of the year ending 30 June 2002. The vendors will enter into agreements whereby they will retain the consideration shares for a minimum period of two years with at least 50% to be held for at least a further year thereafter. The cash consideration will be financed from medium term bank facilities. It is proposed, should the option be exercised by Eleco, that Mats Lovgren, the President of Consultec will join the Board of Eleco as Chief Executive of Eleco's software interests, which following the acquisition would comprise Consultec, MBA Computing and Forma Communications. Profits before tax of Consultec for the year ended 31 December 2001, the date of its last audited accounts, amounted to SEK 2,800,000 equivalent to approximately £199,000 on turnover of SEK 49.0 million, approximately £3.5 million. Net assets at 31 December 2001 amounted to SEK 13,557,000, equivalent to approximately £963,000. Consultec's headquarters are in Skelleftea; it also has branches throughout Sweden, from which its software is supported by a team of specially trained 'software coaches'. More than 25 per cent of Consultec's income is derived from recurring fees from software licenses. The remainder is derived from the provision of support services and sales of new licence software programmes to new and existing customers. Consultec has a total of 53 employees. The Board of Eleco regards the software licence agreement and the proposed acquisition of Consultec as key in its strategy of achieving critical mass in the developing market for design and procurement software for the construction sector. It attributes the recovery in the performance of Eleco's building components businesses in part to the role which support software has played in achieving production efficiencies and market penetration. Consultec already has a leading position in the Swedish market and, as part of the Eleco Group, it will have an excellent opportunity to penetrate English-speaking markets with its outstanding software. Mats Lovgren, President of Consultec, says 'The closer association with Eleco, with whom we have worked successfully in recent years, means that Consultec can expand its operations internationally by adapting its products for the English-speaking markets.' John Ketteley, Executive Chairman of Eleco says 'Consultec is held in the highest regard by architects and other professionals in the construction industry in Sweden and its construction software products have been highly successful in that market. We look forward very much to working with Consultec to repeat that success in international markets.' Further information on progress will be sent to shareholders in due course. Enquiries to: John Ketteley, Executive Chairman Tel: 01920 443 830 Eleco plc mail@elecoplc.co.uk David Dannhauser, Finance Director Tel: 01920 443 830 Eleco plc mail@elecoplc.co.uk Tarquin Edwards/Simon Rothschild Tel: 020 7929 5599 Holborn This information is provided by RNS The company news service from the London Stock Exchange
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