Conference Call

Transense Technologies PLC 02 November 2007 Transense Technologies plc ('Transense' or the 'Company') Conference Call Disclaimer: These comments were made to shareholders purely in their capacity as shareholders of the Company. None of the comments should be construed as investment, legal or fiscal advice and we would encourage you to consult your professional advisers if you have any doubts. We have referred in this presentation to various historical data. You should note that past performance is not a guide to future performance. Furthermore, this presentation includes statements that are, or may be deemed to be, 'forward-looking statements' regarding the intentions, beliefs or current expectations of the Board. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and neither the Company nor any of its advisers guarantee that the assumptions underlying such forward-looking statements are free from errors, nor do they accept responsibility for the future accuracy of the opinions expressed in this presentation or the actual occurrence of forecasted developments. This presentation has been prepared solely to provide a basis for shareholders to consider the merits of the proposals at the forthcoming General Meeting. This presentation does not constitute or form part of, and should not be construed as, an offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities of any kind. Script: On a shareholder conference call held at 10am on 2 November 2007, the following statement was read out: '<<>> Good morning to all shareholders Firstly I would like to thank you all for sparing your time this morning. We organised this conference call today to address shareholder questions regarding the Board's decision to enter into a conditional contract to acquire Bishop Technology Group Limited and to secure your support at the General Meeting to be held on 16 November 2007. The Board recognised that shareholders have questions that they would like addressed ahead of the General Meeting and we will endeavour to answer some of these questions to the best of our ability this morning. I would like to introduce the parties on the call today, which includes management from both Transense and Bishop: • Myself Jim Perry, CEO of Transense • Peter Woods, Chairman of Transense • Howard Pearl, Financial Director of Transense • Ray Lohr, Technical Director of Transense • Graham Eves, Commercial Director of Transense • Rodney Westhead, Non-Executive Director of Transense • Bruce Grey, CEO of Bishop and proposed CEO of Transense • Tim Renfrey, Chief Financial Officer of Bishop and proposed Finance Director of Transense On 26 October 2007, the Board invited shareholders to submit any questions they may have on the proposed acquisition and the Board would like to thank everyone for their participation in providing these. Unfortunately, we have been advised that an open question and answer debate will not be possible on this conference call. During the call, management will address 10 questions that best answer the vast majority of the queries submitted by shareholders. Any shareholders that feel that their questions have not been answered may still put these forward to the Board at the General Meeting on 16 November 2007. Owing to regulatory requirements, there can be no price sensitive information disclosed during this call. I would like to start by providing shareholders with the background to the acquisition. The Board and some of the major shareholders of Transense consider this transaction to be in the best interest of the Company and its Shareholders. There are numerous reasons for this transaction, but above all, we believe that the best thing about this deal is the management fit and our combined expertise and vision for the automotive industry. I have been interested in bringing our two companies together since learning of Bishop's technology over 10 years ago. I have a lot of respect for the Bishop management team and their proven expertise in commercialising technology into the automotive sector. I will now begin the question and answer part of today's call. I would like to invite our chairman, Peter Woods, to read out the questions that were asked of the Board and a response will follow from the most appropriate member of the Transense or Bishop Management team. <<< Peter Woods >> Thank you Jim. I will be putting ten questions to the management on behalf of shareholders, and inviting the appropriate member of the Bishop or Transense team to provide an answer to these questions within the confines imposed upon us by regulatory and legal requirements. Turning to question 1. Questions: 1. If the acquisition and placing are not approved at the General Meeting, can you please outline the Board's views on, and plans for, the future? <<>> • One of the main attractions of the Bishop deal is that by securing future management, appropriate funding and commercial synergies we are confident that the prospects for our businesses will start to be reflected in a recovery in our share price in the medium to long term once investors understand the real value of putting our two companies together. Securing the new management team give us confidence in bringing our revenue stream within the time frames indicated in the presentation on our website which we used in marketing this transaction to investors, and without them it is possible that the timing of the revenues could be further delayed. It is expected that Bishop will provide immediate cash flows for the business, whereas Transense revenues continue to remain several years away even now. • In the event that the Resolution is not approved at the General Meeting, Transense will also need to secure and develop a new management team to lead the business. Transense is likely to need to conduct a new fundraising exercise to develop its business. This fund-raising would involve additional expenses on top of those significant expenses already incurred on this transaction and there can be no certainty as to whether a fund raising could be secured or if so at what price. Further, if the Resolution is not approved, given the seriousness of that situation, the Board will have to review all available options in conjunction with its shareholders. 2. Can you please provide a detailed background on the credentials and expertise of Bruce Grey and Tim Renfrey and their ability to run a UK listed international automotive business? <<>> I am currently Group Managing Director of the Bishop Technology Group. I have held this position for the last eleven years and I have 35 years experience in senior management positions in automotive engineering, manufacturing and international market development. I have also been responsible for negotiating licence agreements on behalf of Bishop with a number of other corporations, including - JTEKT (formerly Koyo Seiko) - Japan Visteon - USA and Germany and NSK Ltd - Japan. In 1998, I was responsible for initiating a Joint Venture (BMB Steering Innovation GmbH) with Mercedes Benz to manufacture Bishop's steering racks in Schonebeck, Germany. I have been Chairman of the Board of this business since initiation. Major customers are Mercedes Benz, Ford, SAAB and General Motors. As a consequence of this venture, in 2001, I negotiated with DaimlerChrysler AG of Stuttgart for them to take a 30% minority shareholding in the Bishop Group. In 2006, Bishop initiated a Joint Venture in Korea - Bishop Hando Steering Components Limited and I am currently the Chairman of this company. In the past years the Bishop Group, of which I have been Managing Director, we has received a number of industry awards including: • the Engineering Excellence Award - Products, Manufacturing & Control Systems category (Institution of Engineers, Sydney Division) • the Engineering Excellence Award - Innovations & Inventions category (Institution of Engineers, Sydney Division) • the Western Sydney Industry Award - Highly Commended in Global Excellence Prior to Bishop, I was Group General Manager of Clyde Industries Limited, a large Australian public company, from 1985 until 1995. I was responsible for a number of divisions, including Clyde Engineering, at a time when they had over AU$450 million in contracts with some of the largest automotive OEMs. This gave me an extensive amount of experience in dealing with a large number of shareholders. Today 24% of all motor vehicles manufactured around the world each year use Bishop steering technology. I would like to pass you over to my Finance Director Tim Renfrey. <<>> Good morning Transense shareholders, I have been Chief Financial Officer of Bishop for 2 years and a Bishop employee for over 7 years. After obtaining qualifications in Australia, I worked for Chartered Accounting firm Coopers and Lybrand (now PricewaterhouseCoopers), multinational companies like Amcor, BTR Nylex and Australian National Industries (ANI). It was during my employment with ANI that I was seconded for two years to Sheffield as Financial Director of one of the UK's largest metal tube manufacturers. As part of my role for Bishop, I am a Board representative of two overseas joint ventures - one in Germany and one in Korea and am currently a Director and Company Secretary of almost all the Bishop subsidiary companies both in Australia and overseas. These positions require fundamental understanding of Statutory reporting and compliance both nationally and internationally. Australia has a similar accounting and reporting structure to the UK. Bruce and I are heavily involved in the commercialisation of the Bishop portfolio of over 300 patents and travel extensively internationally developing the Bishop Group. 3. Bishop appears to be an automotive parts business, rather than an IP led technology business as described in the Admission Document. Can you please elaborate on Bishop's products, its IP, product liability (including risks to the Enlarged Group) and how Bishop competes with other large tier one and two steering gear suppliers? <<>> Bishop is a leading global technology licensing and know-how company serving the automotive industry. There are no other independent global steering rack suppliers. All of the tier one global steering gear manufacturers could once have been considered to be competitors as they were intent on developing their own steering gear component technology. Most of the tier one steering gear suppliers still manufacture steering racks using the traditional broaching method. They are all now more focused on total system development and prefer to outsource component manufacture such as steering racks. A large proportion of the major tier one steering gear suppliers are now either current licensees or customers of Bishop and/or BMB. There are three small regional independent manufacturers of steering racks which can be classed as competitors to BMB - Peugeot-Japy, Curtis Screw and Neturen. Peugeot-Japy manufactures only in Europe at one site and uses only the broaching method; steering racks are not its core business. Curtis Screw commenced manufacturing steering racks in 2006 using the broaching method. Steering racks are not its core business and it manufactures only in the US at one site. Neturen manufactures only in Japan and has developed a broached hollow rack process. Bishop only invests in R&D when it can identify a strong IP position. We own 58 patent families which translates into over 300 individual patents. In 1997 we decided to industrialise certain IP because we saw an opportunity to earn greater profits than from merely taking a licensing approach. Bishop typically aims to get both product and process patents to strengthen its position in the market. We have a very strong position in the steering rack market where we own both product patents and patents relating to the precision warm forging process. Bishop has developed a warm forging manufacturing process. This process can be applied to a number of automotive components and has ultimate application in other fields. Bishop originally developed this process to manufacture variable ratio gear forms for steering racks. The traditional manufacturing process used by the world's top five steering manufacturers for these components, called the broaching method, involves the removal of large amounts of material in complex machining operations, creating substantial waste material. The Bishop warm forging process enables the manufacture of net shape accurate gear forms, without the need to remove excess material or 'flash' commonly found with other forging processes. This reduces the weight of the product, the cost of materials and increases overall strength. It is a very clean, precision process and the surface finish is such that the gear teeth require no further manufacturing processes. Bishop has been operating for over 35 years and no successful product liability claims have ever been made against Bishop. Bishop carries product liability insurance. A number of major tier one steering gear manufacturers are customers or Licensees of Bishop - this includes ZF, TRW, JTEKT, NSK, Adwest, TKPST and Ford. 4. In combining the two businesses what do you see as the benefits for Transense? <<>> Transense and Bishop are both technology licensing companies to the global automotive industry. Individually they are focused on innovation for safety critical aspects of commercial and passenger motor vehicles. The Directors and Proposed Directors believe that steering and tyres are two of the most safety critical aspects of any motor vehicle. Bishop has developed a strong market position in the supply of IP for products and processes for components which are critical to the steering performance of passenger motor vehicles, while Transense has developed a strong market position in the supply of IP for products and processes for components to enable tyre pressure monitoring and torque sensing for improved vehicle control characteristics. The Enlarged Group will be in a position to take a combined approach to marketing the importance of steering, tyres and stability control systems to a vehicle's performance to the major vehicle manufacturers. This can be implemented through Bishop's regional offices in North America, Europe and Asia. Therefore, the Enlarged Group will be focused on safety critical and environmentally sensitive technology, which is in high demand, driven by both competition and legislation. There is an opportunity for the Enlarged Group to develop a complete EPAS system incorporating Transense's SAW sensor and Bishop's variable ratio steering rack. Bishop has good contacts among the tier one steering suppliers, both at the development level and at the commercial level that will assist in promoting Transense's SAW steering torque sensor for EPAS applications. Transense has significant electronic and software engineering expertise while Bishop has significant mechanical engineering expertise. The combination of these two talent pools provides a very comprehensive mechatronics capability focused on the creation of IP in the field of automotive engineering. Bishop also has a precision engineering operation in Sydney capable of providing design, tooling and prototyping services for the Enlarged Group. Tim and I are showing our commitment to this transaction by relocating our families to the UK to make 'real' time decisions for the global business. However, the most significant asset of Bishop is its JVs. BMB in Germany is working 3 shifts a day, seven days a week and at full capacity. The new plant in the US goes on stream next year and although no racks have been produced there yet, 75% of its total capacity is already committed. The JV in Korea commenced production in January 2007 and this plant will service the fast growing market in Asia. In summary, the Transense Directors believe that Transense will benefit from the Acquisition of Bishop with: • a stronger global presence with increased marketing opportunities; • a UK based strengthened management team with management succession; • an improved financial platform; • form an integrated global automotive technology group; and which • will be poised for growth. 5. Regarding Bishop's current financial situation - it appears that in the year to June 2006 Bishop made a NPAT of AU$2.3m while for the last financial year to June 2007 they made a loss of AU$1.5m - is Bishop a declining business? Can you please elaborate on the circumstances surrounding the fall in profitability? <<>> Firstly, can I please note that the Bishop financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and AIM requirements. All information contained in the Admission document has been reviewed by KPMG Audit plc. Currently 24% of all motor vehicles manufactured each year, globally are using Bishop Technology. Having spent over £10m in R&D, Bishop is continuously improving and innovating - both for its own advancement as well as its licensees and customers. Part of Bishop's decline in profitability between 2006 and 2007 was caused by Management's commitment to expanding and growing the business. The JV in Germany - BMB Steering Innovation GmbH - has now expanded into North America. As serious production in this new facility will not commence until the end of 2008, BMB Steering Innovation Inc is incurring start up losses - in 2007 these amounted to AU$918,000 (representing Bishop's share only). In addition to these start up losses, Bishop has received an order for AU$3.3m in Bishop special purpose machines and tooling to be built in the Australian manufacturing facility in Sydney - this order, despite being received, has not been completed and the gross contribution of AU$1.2m will not be recognised in the P&L until shipped (expected to happen in 2008). Bishop incurred two other one-off costs in the 2007 financial year. The first was AU$786,000 in foreign exchange fluctuations caused by a change in the accounting standards. The second one-off cost in 2007 related to the write off of certain stock and inventory items and the write down of assets under the new International Accounting regulations - IFRS. These adjustments were required to ensure the carrying values of assets were correctly recorded in Bishop's accounts. Profit impact in 2007 - AU$640,000 unfavourable. Therefore adjusting the 2007 results for the above one-off items would result in a AU$1.5m loss turning into a AU$2m profit. 6. Bishop has net current borrowings of AU$6.7m for the year ended June 2007 compared with AU$4.7m in June 2005. Does this highlight a deteriorating working capital position for Bishop? <<>> Yes, Bishop has seen some deterioration in its working capital position since 2005. Each year sales and associated infrastructure to achieve those sales is planned. A considerable proportion of these costs are fixed as they represent the labour component of generating the sale revenues. If for example sales are deferred - like the BMB Steering Innovation Inc order of AU$3.3m - then Bishop still incurs the fixed costs despite the sales deferment. Other sales are sought to replace the deferred revenue streams but this can always be challenging particularly for a large order replacement of AU$3.3m. Therefore the fixed cost components not offset by replacement sales represents a deterioration to working capital. However, the main reason for the increase in current borrowings from 2005 to 2007 related to the borrowings associated with our new JV in Korea. 7. Bishop appears to be dependant on 2 clients for over 40% of their revenues (i.e. Visteon). How sustainable are these contracts? Is Bishop concerned about the declining business of Ford and, as a result, Visteon? <<>> In 1996 60% of Bishop's income was derived from the Ford Motor Company in conjunction with their parts supplier Visteon. Today Ford and Visteon now only account for 25% of Bishop's income. Other major customers are JTEKT in Japan (the major supplier of steering to Toyota), BMB Steering Innovation our JV with ThyssenKrupp Presta Steertec, Autocam in the US and ZF Lenksysteme in Germany. Ford's market share is declining but because Bishop has strong penetration with most major steering gear manufacturers our combined series production and tooling sales are growing. 8. Please explain the key events that the Board went through leading up to the suspension of Transense's shares and the publication of the Admission document complete with Circular. Did the Board consider a rights issue so that all shareholders could participate in a share offering by the Company? <<>> Mon 17 September Road show commenced Thu 04 October The Board becomes aware of a number of 'blog' postings on ADVFN which refer to certain rumours in the market. The Board, discussed the situation with its advisers and the regulator on a number of occasions. On the basis of those discussions, it was decided that as the 'blogs' were not yet specific in nature there was no need to release an announcement, which in turn would trigger the AIM Team to automatically suspend the shares. Fri 05 October Road show ended Thu 11 October AIM Team requested the release of a holding announcement, and the Board confirmed that they would like to proceed to release a holding announcement, which was immediately done. Shares were suspended at 35p. Mon 22 October Announcement of proposed acquisition Shares resume trading Posting of Admission document In regard to a rights issue to involve all shareholders, the Board considered this option but rejected it due the regulatory and timing requirements and also on the basis that the rights issue would need to be underwritten in order to satisfy the Bishop vendors that the cash would be available to fund the acquisition. 9. The placing is intended to raise up to £4.4m for the Company net of expenses. What are these funds to be utilised for - splitting out Bishop and Transense? And in the Board's view is this enough for the combined businesses to deliver on their business plans? <<>> In the enlarged group we will devote £3m to consolidate trading debt within BTG with the balance used to expand its activities in SE Asia with the creation of a high speed forging cell for steering racks in Korea. This complements the existing valve body manufacturing facility and associated infrastructure. <<>> The remaining net proceeds of the Placing will be used as working capital for Transense to accelerate its commercialisation process, assist in targeting major tier one and two automotive component manufacturers and fund the continuing development of SAW technology. 10. Why did the Board approve a placing price of 23 pence? <<>> • It was our initial intention to buy the Bishop group with an all cash offer of AU$20m funded by an equity issue, subject to the normal high quality due diligence, timing and warranties that are needed for such a transaction. At the end of this process, and after incurring liabilities for the high costs involved, the market had started to turn against us, exacerbated by the sub-prime collapse in America. • The Placing price of 23 pence was considered by the Board to be the best price considering the market conditions and the position of the Company at the time of the Placing. • We could have raised more funds had we agreed to a much lower price but the Board turned this down as being unacceptable. • It is also important to note that some of our existing shareholders chose not to support the placing at a price of 23 pence, given their own views on Transense's valuation. Conclusion / wrap-up <<>> Thank you Chairman and other members of the Board, both existing and proposed. I also want again to thank the shareholders for their questions and for listening to this call. A full transcript will be posted on RNS shortly for anyone who wishes to review these questions and answers in more detail. In summary, we believe that Bishop represents a good opportunity for Transense, this acquisition brings with it management, cash and an acceleration of Transense's commercialisation prospects. I draw shareholders' attention to the presentation on our website and the timing of our future revenue streams predicated on this transaction progressing and new management to drive the business. Were this transaction not to be approved, the cost of new resources of cash and the search of a future management team, and of course the time frames involved with both, could risk delays to the delivery of future revenue streams. In the context of all of the above, I would urge shareholders to vote in favour of the resolution being proposed at the General Meeting on 16 November as your board has unanimously agreed to do as being in the best interests of all shareholders, along with other Transense shareholders who have irrevocably undertaken to do with their shareholdings , which together account for 15% of the voting capital.' Enquiries: Transense Technologies plc 01869 238 380 Peter Woods Jim Perry Noble & Company Limited 020 7763 2200 John Llewellyn-Lloyd Graeme Bayley This information is provided by RNS The company news service from the London Stock Exchange
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