Information  X 
Enter a valid email address

PremiSys Tech. PLC (ASE)

  Print      Mail a friend       Annual reports

Tuesday 20 March, 2001

PremiSys Tech. PLC


PremiSys Technologies PLC
20 March 2001


PremiSys Technologies plc ('PremiSys' or the 'Company') has entered into an
agreement (the 'Share Sale Agreement') to dispose of WML, its design and
architectural subsidiary, to Woods Bagot UK Limited ('Woods Bagot') and five
of the current directors of WML, being Robert Kimble, Richard Chapman, Zsolt
Moldan, Graeme Rapley and Stephan Reinke (the 'Management').  Woods Bagot is
the UK subsidiary of Woods Bagot Holdings Limited, an Australian-based
international architectural practice.  

Woods Bagot has acquired 75 per cent. of the issued share capital of WML for a
consideration equal to 60 per cent. of the cumulative net profits after tax of
WML for the period commencing on 1 January 2001 and ending on 31 December 2007
(the 'Earn Out Period'), subject to a maximum of £375,000 (the 'Woods Bagot
Purchase Consideration').  The first £362,300 of net profit after tax in the
Earn Out Period will not be subject to the 60 per cent. payment.  The
Management have acquired the remaining 25 per cent. of the issued capital of
WML for the aggregate sum of £125,000 paid in cash.  The maximum consideration
receivable by PremiSys is £500,000.

Subject to the maximum of £375,000 not being exceeded and the exclusion of the
first £362,300 of net profit after tax, the Woods Bagot Purchase Consideration
is to be satisfied by payments equal to 60 per cent. of the net profits after
tax for each financial year of the Company during the Earn Out Period, with
each payment to be received within four months of the end of the relevant
financial period.  Accordingly, the final amount of the Woods Bagot Purchase
Consideration and the timing of receipt is dependent on the future financial
performance of WML.  

Each amount paid on account of the Woods Bagot Purchase Consideration shall
bear interest on that amount at the rate of 2 per cent. per annum above the
base rate of Barclays Bank plc for the period from 13 March 2001 to the date
of payment.

PremiSys has also agreed to pay an amount of £125,000 in aggregate to two of
the current directors and one former director of WML, being Robert Kimble,
Richard Chapman and Victor Hadman respectively, in consideration for their
full and unconditional waiver of all and any rights under an agreement dated
26 May 1999 pursuant to which WML acquired the issued capital of CHKM
Architects Limited.

The proceeds will be used by the Company for general corporate purposes
including the development of, Asite Limited's business-to-business
construction portal, and other technology developments.

WML provides a range of consultancy services in architecture, master planning,
interior design and space planning for new build, refurbishment and
restoration projects.  For the year ended 31 December 2000, WML made a net
loss after tax of £2,186 (1999 - net profit after tax of £181,808), and at the
year end had net assets of £44,870 (1999 - £47,056). 

The disposal of WML and the Share Sale Agreement constitute a related party
transaction.  The directors of PremiSys consider, having consulted with the
Company's Nominated Adviser, Deloitte & Touche Corporate Finance, that the
terms of the Share Sale Agreement are fair and reasonable so far as the
shareholders of PremiSys are concerned.

Negotiations on the disposal of the Company's subsidiary Foremans are ongoing
with the management of Foremans and shareholders will be kept informed of all
relevant developments.

Commenting on the disposal of WML, Walter Goldsmith, Chairman of PremiSys,

'The sale of WML will be beneficial for all concerned including the
shareholders of PremiSys.  The WML business will be the core business for its
new owners who will be able to focus on its future development.  The disposal,
together with the planned disposal of Foremans, will allow PremiSys to channel
its management expertise and capital resources on its existing technology
business, Asite, and to consider appropriate technology focused acquisitions,
which the Board believes will be the future drivers of shareholder value.'

A copy of the Share Sale Agreement will be available for inspection at the
registered office of the Company and the offices of Ashurst Morris Crisp,
solicitors to the Company, on business days during normal business hours until
30 March 2001.

For further information contact:

PremiSys Technologies plc
Walter Goldsmith / Charles Woods              020 7968 0570

Deloitte & Touche Corporate Finance
Robin Binks                                   020 7936 3000

Gavin Anderson & Company
Neil Garnett                                  020 7457 2345