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PremiSys Tech. PLC (ASE)

  Print      Mail a friend       Annual reports

Thursday 07 June, 2001

PremiSys Tech. PLC

Issue of Equity

PremiSys Technologies PLC
7 June 2001


Not for release, publication or distribution in or into the United States of
America, Canada, Australia, Japan or the Republic of Ireland.

                                                                   7 June 2001

                        PREMISYS TECHNOLOGIES PLC

                      ('PremiSys' or 'the Company')

       PLACING AND OPEN OFFER TO RAISE £4.5 MILLION (NET OF EXPENSES)

  - Placing and Open offer of 5 Open Offer Shares for every 4 Existing        
    Ordinary Shares to raise £4.5 million (net of expenses);

  - Issue Price of 10 pence per Open Offer Share representing a 58.3 per cent 
    discount to the closing middle market price of an Existing Ordinary Share 
    on 6 June 2001;

  - proceeds will be used to meet the funding requirements of the Company's   
    subsidiary Asite, to repay shareholder loans and for additional working   
    capital;

  - Insinger Townsley have underwritten, subject to recall under the Open     
    Offer, 21,284,607 New Ordinary Shares and placed firm 7,500,000 New       
    Ordinary Shares with investors who have expressed support for Asite's     
    e-commerce portal; and

  - Stanhope and B&C Plaza, a subsidiary of Rotch, have given irrevocable     
    undertakings to take up all of their entitlements under the Open Offer    
    amounting to, in aggregate, 20,657,241 New Ordinary Shares.

Walter Goldsmith, chairman of PremiSys, said:

'This financing will help us develop Asite into a substantial and profitable
business.'


Enquiries:

For further information, please contact:

PremiSys                                  Deloitte & Touche Corporate Finance
Walter Goldsmith       020 7388 4890      Robin Binks         020 7936 3000
Charles Woods                             Richard Collins       

Insinger Townsley                         Gavin Anderson & Company
Richard Jaffee         020 7377 6161      Neil Garnett        020 7457 2345
Simon Fox                                 Rebecca Penney



This summary should be read in conjunction with the full text of this
announcement.

The Directors of PremiSys accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

Deloitte & Touche is authorised by the Institute of Chartered Accountants in
England and Wales to carry on investment business.  Deloitte & Touche
Corporate Finance, a division of Deloitte & Touche, is acting for PremiSys in
connection with this announcement and no-one else and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Deloitte & Touche Corporate Finance nor for providing advice in
relation to this announcement. 

Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.

This announcement does not constitute an offer of securities for sale in the
United States of America or any other jurisdiction where to do so would be
illegal.  The securities have not been an will not be registered under the US
Securities Act of 1933 (the 'Securities Act') and may not be offered or sold
in the United States of America unless they are registered with the US
Securities and Exchange Commission pursuant to an exemption from the
registration requirements of the Securities Act.  There will be no public
offer of securities in the United States of America.
 



Not for release, publication or distribution in or into the United States of
America, Canada, Australia, Japan or the Republic of Ireland.

                                                                   7 June 2001

                           PREMISYS TECHNOLOGIES PLC

                          ('PremiSys' or 'the Company')

               PLACING AND OPEN OFFER TO RAISE £4.5 MILLION (NET)

The Board of PremiSys announces that the Company is raising approximately £4.5
million, net of expenses, by way of a Placing and Open Offer of 49,441,848 New
Ordinary Shares at 10 pence per share conditional, inter alia, on the passing
of certain of the resolutions at an EGM of the Company.  The net proceeds of
the fundraising will be made available to meet the current funding
requirements of Asite, to repay shareholder loans and for additional working
capital.


Background to the Placing and Open Offer

Over the last 12 months the Company has undergone significant change in its
strategic direction, with the objective of building a core of technology
focused businesses.  PremiSys previously announced on 20 April 2001 the
disposal of its design and architectural services subsidiary, Whinney
Mackay-Lewis Limited, and announced today the disposal of its mechanical and
electrical engineering consultancy services business, Foremans, to Barry Shaw
and Richard Kennedy who are financing the purchase through the sale of
6,000,000 Ordinary Shares at a price of 20 pence per Ordinary Share.  Barry
Shaw will resign as a director of PremiSys on completion of the disposal of
Foremans.

For the year ended 31 December 2000, Whinney Mackay-Lewis Limited made a net
loss after tax of £2,000 and Foremans made a net loss after tax of £1,273,000
including an exceptional goodwill write down of £1,235,000.

On completion of the disposal of Foremans, the Company will be able to channel
its management expertise and capital resources towards the further development
of its existing technology business, Asite, and to develop new business
opportunities that utilise similar technology, which the Board believes will
be the future drivers of shareholder value.

The retained three primary businesses within the Group are: Asite, Prime
Estates Property and Prime Estates Management.


Asite 

Asite has developed an e-commerce portal, www.Asite.com, which provides a
broad set of technology tools for the construction industry.  PremiSys is
developing Asite with the active participation of PremiSys Shareholders and/or
certain of their group companies, Rotch and Stanhope, and technology partners,
Microsoft, Commerce One and Dynamis.

Asite provides a set of web-based tools that allow a project to implement
better its design, collaboration, tendering and procurement processes across
the entire building lifecycle.  Property owners, developers, construction
managers and trade contractors will be able to utilise the Asite toolkit which
will enable everyone associated with the project to:

  - share and collaborate on design documents;
  - post project documents to participants;
  - create, manage and award tenders electronically; and
  - procure all materials for the building project as specified in the        
    design/tender processes.

Everyone in the lifecycle, from architects to manufacturers, is intended to
benefit from the use of the Asite toolkit which will allow information to flow
better across a project.  As multiple projects begin using the Asite toolkit,
Asite will begin using the information obtained to create market demand in the
sectors of the construction industry that support the building process, namely
logistics, finance, insurance, labour and management/professional services.

Asite's objective is to deliver a number of customer benefits through the use
of its toolkit, including:

  - lower operating and technology costs;
  - reduced project life cycle times;
  - reduction of project risks; and
  - increased information flow between businesses encouraging the spread of   
    best practices.

The Company announced on 9 April 2001 that international airport operator BAA
had agreed to become a shareholder in Asite. BAA is one of the UK's principal
developers of infrastructure and one of the construction industry's largest
customers.  BAA has the opportunity to be allotted up to five per cent of the
fully diluted share capital of Asite by providing services such as management
and supply chain management resources to Asite over two years commencing 6
June 2001.  In addition, BAA can earn further Asite shares in accordance with
the provisions set out below.

The Company announced on 24 April 2001 the appointment of Sir John Egan, the
former chief executive of BAA, as chairman of Asite.  This is the first such
position that Sir John Egan has accepted within the construction industry
since he chaired the government's Construction Taskforce and published his
challenging recommendations for industry change in 1998.  He has recently been
appointed chairman of the government's strategic forum for the construction
industry.

The British Land Company PLC, Prudential Plc, Tishman Speyer Properties UK
Limited, Morley Fund Management Ltd, St Modwen Properties Plc, Axa Real Estate
Investment Managers UK Limited and Mace Ltd are other industry participants
that have become, by arrangement, shareholders in Asite.  Combined with the
shareholding held by BAA, a total of approximately 9.9 per cent of Asite's
current issued share capital is beneficially owned by third parties.  A number
of other industry participants are currently in discussions with Asite about
becoming Asite shareholders.  Asite has agreed in principle with industry
participants that further Asite shares may be allotted to them in return for
utilising Asite's toolkit, any such allotment being based on the total value
of the construction project(s) implementing the Asite toolkit, up to a maximum
(including shares in Asite already issued) of 41.2 per cent of the fully
diluted share capital of Asite, on the basis that construction projects with
an aggregate value of approximately £6.9 billion utilise Asite's toolkit prior
to 30 June 2003.

These developments demonstrate the support within the construction industry
for the Asite toolkit and the potential benefits the toolkit may bring.


Market opportunity

Defining the size of the market opportunity is difficult due to the
construction industry's fragmentation and the difficulty of estimating the
speed with which online procurement will be adopted.  However, purchasing by
the construction industry is estimated to be approximately £60 billion per
annum in the UK and approximately £500 billion per annum in Continental
Europe.


Asite implementation

Asite has implemented a set of electronic tools for immediate use on its
partners' sites.  The Asite tools cover a range of processes including: 

  - collaboration and design;
  - tendering; and
  - direct materials procurement.

These tools and the processes were developed on a commercial office space
building project, Chiswick Park and have been used for online direct materials
procurement.  Eight trade contractors and nine suppliers have agreed to use
the Asite toolkit over the life of the Chiswick Park project.

In addition, the Asite tendering toolkit was used on Tishman Speyer's Tower
Place project for tender packages and implementation teams have been appointed
on a further three projects.

Furthermore, to date, industry participants have nominated another 13
potential construction projects with an estimated project value in excess of
£600 million, to be run using the Asite toolkit.  Out of the first 11
potential construction projects, eight fee proposals with a total value of
approximately £1.2 million have been agreed in principle, subject to
finalising the scope of the services, the timing of payment and the scope and
duration of the projects, such projects currently having an estimated duration
of between 10 months and 31 months.


Competition

Asite's competition occurs largely across two market segments: 1) construction
e-commerce portals and 2) major construction technology providers.  There are
a number of construction e-commerce portals including BuildOnline,
Constructeo, Bidcom, B2Build and eAEC global.  Asite is differentiating itself
from these competitors through its geographic focus and industry relationships
that drive transaction volume.

Major construction technology providers include Construction Plus, EUSupply
and Causeway technologies.  Asite differentiates itself from this group of
providers by offering a much broader suite of products including collaborative
tools, e-tendering and on-line catalogue based procurement.


Technology partners

The technology platform used by Asite has been proven and tested. The
underlying technology for Asite's e-commerce portal is provided by Commerce
One.  Commerce One's technology currently powers approximately 140 portals,
which will enable users of Asite to connect to other portals.

Asite has licensing agreements with Commerce One and BIW for use of the
necessary technology and a marketing agreement with Microsoft, which covers
the whole of the UK construction sector.  

Microsoft is providing the operating platform and core applications.  The
partnership with Microsoft brings to the Asite toolkit the advantages of an
open standards-based production platform, resulting in a secure and stable
environment.  

It is the intention that the Asite toolkit will be hosted by Attenda,
providing a secure and stable platform and lower up front hardware costs.

Collaborative tools are provided by BIW including collaborative design
capabilities, project scheduling, requests for information, drawing hosting,
document control and redlining of drawings.  Discussions are taking place with
additional collaborative tool providers to offer Asite customers alternative
collaborative environments.


Funding requirements

The Company has funded the initial development costs of Asite using the funds
raised in March 2000 when Stanhope and Aurora Investments LLC subscribed for
8,033,762 Ordinary Shares raising £2,410,129.  Further funding is now required
to continue the development of Asite. The Placing and Open Offer will raise
the additional funding required for Asite, to repay interest free advances
from Rotch and Stanhope and to provide additional working capital. 


Other businesses

Prime Estates Property and Prime Estates Management are more established
businesses.  Prime Estates Property manages a portfolio of properties on
behalf of Rotch while Prime Estates Management derives income from property
management and from ad hoc consultancy services performed by chartered
surveyors such as acquiring licences and planning permission.


Details of the Placing and Open Offer

The Company proposes to raise approximately £4.5 million, net of expenses,
pursuant to the Placing and Open Offer to fund the development of Asite, as
described above, to repay shareholder loans and to provide working capital for
the Group. 

Deloitte & Touche Corporate Finance has agreed on behalf of the Company to
invite applications from Qualifying Holders to subscribe for the Open Offer
Shares at 10 pence per Open Offer Share.
        
Qualifying Holders will be offered the opportunity to participate on the
following basis:       

           5 Open Offer Shares for every 4 Existing Ordinary Shares

held by them at the close of business on the Record Date and so in proportion
for any other greater or lesser number of Ordinary Shares then held, rounded
down to the nearest whole number of Open Offer Shares.

Qualifying Holders will be able to apply for any number of Open Offer Shares
up to their maximum pro rata allocation as set out on their Application Form. 
Valid applications will be satisfied in full.         

Certain Shareholders, Stanhope and B&C Plaza, have given irrevocable
undertakings to take up all of their entitlements under the Open Offer
amounting to, in aggregate 20,657,241 New Ordinary Shares.  Barry Shaw and
Richard Kennedy have irrevocably agreed not to take up 7,500,000 New Ordinary
Shares of their entitlements under the Open Offer.  These New Ordinary Shares
have been placed firm.  The remainder of the New Ordinary Shares have been
conditionally placed by Insinger Townsley, at the Issue Price, subject to
recall of the New Ordinary Shares to satisfy valid applications by Qualifying
Holders under the Open Offer.  The New Ordinary Shares conditionally placed by
Insinger Townsley have not been marketed or made available in whole or in part
to the public other than in relation to the Open Offer. To the extent that New
Ordinary Shares are not taken up under the terms of the Open Offer and
Insinger Townsley has not procured placees for such New Ordinary Shares,
Insinger Townsley will itself subscribe for such New Ordinary Shares.       

The New Ordinary Shares will, following Admission, rank pari passu in all
respects with the Existing Ordinary Shares.       

The Placing and the Open Offer are both conditional, inter alia, on the
Placing Agreement becoming unconditional and not being terminated in
accordance with its terms and Admission becoming effective not later than 8.30
a.m. on 5 July 2001 or such later date as the Company and Insinger Townsley
may agree (being not later than 9.30 a.m. on 31 July 2001).       

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM.  Admission is expected to occur no
later than 5 July 2001, when dealings in the New Ordinary Shares are expected
to begin.


Stanhope Option

On 11 February 2000, the Company granted Stanhope Securities Limited an option
over 7,124,932 Ordinary Shares, exercisable within 18 months of 23 March 2000
(the 'Original Option'). The Original Option allowed the exercise price of the
option shares to be adjusted to the lowest price paid to the Company on the
issue of any Ordinary Shares.  In light of the decision to proceed with the
Placing and Open Offer, the Board believed this Original Option was no longer
in the best interests of Shareholders and it decided to renegotiate the
Original Option. On 7 June 2001, the Company, Stanhope and Stanhope Securities
Limited agreed to vary the terms of the Original Option and entered into an
option agreement (the 'New Option') whereby the Company granted Stanhope
Securities Limited an option over 7,124,932 Ordinary Shares in consideration
for Stanhope Securities Limited irrevocably waiving the Original Option.  The
New Option is exercisable in tranches on the following terms:

 Option Shares             Option Period                   Exercise Price
              
  2,374,978       7 June 2001 to 31 December 2003      30p per Ordinary Share
  2,374,977       7 June 2001 to 31 December 2004      32p per Ordinary Share
  2,374,977       7 June 2001 to 31 December 2005      35p per Ordinary Share

Unless the Company receives a takeover offer within the meaning of the City
Code on Takeovers and Mergers, Stanhope Securities Limited undertakes not to
dispose, of or agree to dispose of directly or indirectly any of the shares
under the New Option or any interest therein or any rights arising from or
attaching to any such shares prior to 23 March 2002.

If the Company shall, at any time prior to 31 December 2005, issue:

(i) any of the authorised but unissued share capital of the Company
immediately following Admission (other than pursuant to the exercise of
options granted under the Share Option Schemes or discharging liquidated sums
owing to Dynamis, Commerce One, Attenda and/or BIW) for cash at a price which
is lower than 20 pence per Ordinary Share or issue any securities which by
their terms are convertible into or exchangeable for or carry rights of
subscription for Ordinary Shares and the total consideration receivable by the
Company on issue of the security in question and upon conversion, exchange or
subscription is lower than 20 pence per Ordinary Share; or 

(ii) any other Ordinary Shares for cash at a price which is lower than the
relevant exercise price per Ordinary Share or issue any securities which by
their terms are convertible into or exchangeable for or carry rights of
subscription for Ordinary Shares and the total consideration receivable by the
Company on issue of the security in question and upon conversion, exchange or
subscription is lower than the relevant exercise price per option share; 

then the exercise price for the option shares in respect of which the New
Option has not been exercised shall be reduced to such lower price per share.


Share Option Schemes

Options granted over 963,500 Ordinary Shares currently subsist pursuant to
grants made under the terms of the Share Option Schemes.  Conditional on the
Placing and Open Offer, it is intended that appropriate adjustments will be
made in accordance with the terms of the Share Option Schemes to the number of
Ordinary Shares subject to options and/or the subscription price payable per
Ordinary Share to ensure that the interests of optionholders under the Share
Option Schemes are not diluted as a result of the Placing and Open Offer.


Preliminary results for 2000

The Board announced today the Group's preliminary results for the year ended
31 December 2000.  Turnover and net loss after tax for the year amounted to
£11.2 million and £3.6 million, respectively.  Net assets as at that date
amounted to £1.9 million.


Prospects of the PremiSys Group

The Board believes that the Group's future profitability and growth rests with
the fulfilment of Asite's potential and the utilisation of similar technology
and management skills to develop or acquire other technology enabling
ventures.  

The development and implementation of the Asite toolkit, as outlined above,
has established the base from which  Asite intends to establish itself as a
market leader in the UK and Continental Europe.  By offering a comprehensive
set of internet based management tools to the European construction sector and
by delivering value to the whole of the supply chain, the Board believes that
Asite is well positioned to consolidate and expand its already substantial
customer base. 

The Board believes that the steps already taken in developing the Asite
toolkit and winning nominations from a variety of sources including Asite
shareholders, underpins its confidence that a substantial and profitable
business can be developed.


General information

A Prospectus giving details on the Placing and Open Offer is expected to be
sent to Qualifying Holders in due course.  The Prospectus will contain a
notice convening the EGM and setting out the resolutions necessary, inter
alia, to give effect to the Placing and Open Offer.

Certain Shareholders and Walter Goldsmith have irrevocably undertaken to take
up their entitlements to 20,782,241 New Ordinary Shares under the Open Offer. 
Certain of the Directors and other Group employees have undertaken to
subscribe for an additional 1,835,000 New Ordinary Shares under the terms of
the Placing.

The expected timetable for the Placing and Open Offer is set out in Appendix
I.


Enquiries

For further information, please contact:

PremiSys                                  Deloitte & Touche Corporate Finance
Walter Goldsmith      020 7388 4890       Robin Binks         020 7936 3000
Charles Woods                             Richard Collins

Insinger Townsley                         Gavin Anderson & Company
Richard Jaffee        020 7377 6161       Neil Garnett        020 7457 2345
Simon Fox                                 Rebecca Penney

The Directors of PremiSys accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

Deloitte & Touche is authorised by the Institute of Chartered Accountants in
England and Wales to carry on investment business.  Deloitte & Touche
Corporate Finance, a division of Deloitte & Touche, is acting for PremiSys in
connection with this announcement and no-one else and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Deloitte & Touche Corporate Finance nor for providing advice in
relation to this announcement. 

Deloitte & Touche Corporate Finance has approved this announcement as an
investment advertisement solely for the purpose of section 57 of the Financial
Services Act 1986.

This announcement does not constitute an offer of securities for sale in the
United States of America or any other jurisdiction where to do so would be
illegal.  The securities have not been an will not be registered under the US
Securities Act of 1933 (the 'Securities Act') and may not be offered or sold
in the United States of America unless they are registered with the US
Securities and Exchange Commission pursuant to an exemption from the
registration requirements of the Securities Act.  There will be no public
offer of securities in the United States of America.



APPENDIX I

Expected timetable

Record Date for the Open Offer               Close of business on 30 May 2001

Latest time and date for splitting of 
Applications Forms (to satisfy bona fide 
market claims only)                                 3.00 p.m. on 27 June 2001

Latest time and date for receipt of 
Applications Forms and payment in full 
under the Open Offer                                3.00 p.m. on 29 June 2001

Latest time and date for receipt of 
Form of Proxy                                       9.30 a.m. on 30 June 2001

Extraordinary General Meeting                        9.30 a.m. on 2 July 2001

CREST members' accounts credited and 
dealings to commence in the New Ordinary Shares                   5 July 2001

Definitive share certificates to be despatched by                12 July 2001

Application Forms are personal to Qualifying Holders and may not be sold,
assigned or transferred other than to satisfy bona fide market claims.
 


APPENDIX II

DEFINITIONS

The following definitions apply throughout this announcement unless the
context requires otherwise. 

'Act'                       the Companies Act 1985 (as amended)

'Admission'                 the admission of the New Ordinary Shares to       
                            trading on AIM becoming effective in accordance   
                            with the AIM Rules 

'AIM'                       the Alternative Investment Market

'AIM Rules'                 the AIM Rules for companies published by the      
                            London Stock Exchange

'Application Form'          the application form for use by Qualifying Holders
                            in connection with the Open Offer

'Asite'                     Asite Limited

'Attenda'                   Attenda Limited

'B&C Plaza'                 B&C Plaza Limited

'BAA'                       BAA Plc

'BIW'                       Building Information Warehouse Limited

'Commerce One'              Commerce One Limited

'Company' or 'PremiSys'     PremiSys Technologies plc

'CREST'                     the relevant system (as defined in the            
                            Regulations) in respect of which CRESTCo is the   
                            operator (as defined in the Regulations)

'CREST member'              a person who has been admitted by CRESTCo as a    
                            system-member (as defined in the Regulations)

'Deloitte & Touche          Deloitte & Touche Corporate Finance, a division of
Corporate Finance'          Deloitte & Touche

'Directors' or 'Board'      the directors of PremiSys 

'Dynamis'                   Dynamis Solutions Inc. and its subsidiary         
                            companies

'Enlarged Share Capital'    the total issued share capital of PremiSys as     
                            enlarged by the issue of the New Ordinary Shares

'Existing Ordinary Shares'  the 39,553,479 Ordinary Shares in issue at the    
                            date of this announcement

'Extraordinary General      the extraordinary general meeting of the Company
Meeting' or 'EGM'           convened for 9.30 a.m. on 2 July 2001 (or any     
                            adjournment thereof), notice of will be contained 
                            in the Prospectus

'Foremans'                  M&E Project Services Limited and its subsidiary   
                            companies including the trading subsidiary        
                            Foremans Limited

'Form of Proxy'             the pre-paid proxy form for use at the            
                            Extraordinary General Meeting 

'Group' or 'PremiSys Group' PremiSys and its subsidiary undertakings

'Insinger Townsley'         a division of Insinger de Beaufort (subsidiary of 
                            Bank Insinger de Beaufort N.V.) which is          
                            regulated by The Securities and Futures Authority 
                            Limited

'Issue Price'               10 pence per New Ordinary Share

'London Stock Exchange'     London Stock Exchange plc

'Microsoft'                 Microsoft Limited

'New Ordinary Shares'       49,441,848 new Ordinary Shares to be issued       
                            pursuant to the Placing and Open Offer

'Open Offer'                the conditional offer by Deloitte & Touche        
                            Corporate Finance as agent for the Company to     
                            Qualifying Holders to subscribe for the Open Offer
                            Shares at the Issue Price on the terms and subject
                            to the conditions contained in the Prospectus and 
                            in the Application Form

'Open Offer Shares'         49,441,848 New Ordinary Shares which are subject  
                            to the Open Offer and which represent 100 per cent
                            of the New Ordinary Shares

'Ordinary Shares'           ordinary shares of 10 pence each in the capital of
                            the Company

'Overseas Shareholders'     Shareholders who are resident in, or citizens of, 
                            countries other than the United Kingdom

'Placing'                   the conditional placing of the Open Offer Shares  
                            on the terms and subject to the conditions        
                            contained in the Placing Agreement

'Placing Agreement'         the conditional agreement dated 7 June 2001       
                            between the Company, Deloitte & Touche Corporate  
                            Finance and Insinger Townsley in connection with  
                            the Placing and Open Offer

'Prime Estates Management'  Prime Estates Management Limited

'Prime Estates Property'    Prime Estates Property  Management Limited

'Prospectus'                the prospectus containing the Placing and Open    
                            Offer to be posted to Shareholders including the  
                            notice of Extraordinary General Meeting

'Qualifying Holders'        Shareholders on the register of members of the    
                            Company on the Record Date (other than Overseas   
                            Shareholders)

'Record Date'               close of business on 30 May 2001

'Regulations'               the Uncertificated Securities Regulations 1995 (SI
                            1995 No. 95/3272)

'Resolutions'               the resolutions set out in the notice of the      
                            Extraordinary General Meeting 

'Rotch'                     Rotch Property Group Limited

'Shareholders'              holders of Ordinary Shares

'Share Option Schemes'      the Whinney Mackay-Lewis Executive Share Option   
                            Scheme and the William Group plc 1998 executive   
                            unapproved share option scheme

'Stanhope'                  Stanhope plc

'Stanhope Option'           option agreement dated 7 June 2001 between the    
                            Company, Stanhope Securities Limited and Stanhope 
                           
'UK' or 'United Kingdom'    the United Kingdom of Great Britain and Northern  
                            Ireland