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')
DISPOSAL OF FOREMANS LIMITED ('FOREMANS')
The board of PremiSys announces that the Company has entered into an agreement
(the 'Share Sale Agreement') to dispose of its subsidiary M&E Project Services
Limited ('M&E'), the non-trading holding company for Foremans, its mechanical
and electrical engineering consultancy services subsidiary, to Barry Shaw, one
of the current directors of Foremans, and Richard Kennedy (the 'Purchasers').
Pursuant to the Share Sale Agreement, Barry Shaw will resign as a director of
PremiSys at completion and has agreed to waive any claim to compensation for
loss of office.
The Purchasers have entered into an agreement to acquire the whole of the
issued share capital of M&E in consideration for the following:
1. an immediate cash payment to PremiSys of £800,000 and deferred cash payment
of £400,000; and
2. the assumption by the Purchasers of the outstanding liability of £280,000
in respect to the loan notes issued by PremiSys to the vendors of FC
Foremans and Partners ('Loan Note Consideration').
Completion is conditional upon the raising of the £1.2 million cash
consideration, as referred to below, which is expected to take place within 10
The deferred cash payment is expected to be paid by 6 July 2001. This payment
will be made following the granting of a guarantee from PremiSys to Foremans
in relation to borrowings from HSBC Bank plc, up to a maximum of £400,000.
This guarantee is expected to be granted once the Company has been given the
authority to do so at an Extraordinary General Meeting ('EGM'), to be held on
2 July 2001. The deferred cash payment will be held in an account at HSBC
Bank plc and any interest earned will be payable to the Company.
The Loan Note Consideration arose pursuant to the acquisition by Foremans, a
subsidiary of PremiSys, of FC Foremans and Partners in September 1999. The
consideration for that acquisition included the issue by PremiSys of £840,000
in loan notes. The outstanding liability of £280,000 is due for repayment in
Foremans provides a multi-disciplinary engineering consultancy service
operating both in the UK and Europe. For the year ended 31 December 2000, M&E
and its subsidiaries (the 'M&E Group') reported a consolidated net loss after
tax of £1,272,810 including an exceptional goodwill write down of £1,235,000
(for the period 22 July 1999 to 31 December 1999 - net loss after tax of
£44,523), and at that date had consolidated net liabilities of £1,125,443.
Prior to completion, PremiSys will inject capital into M&E by subscribing
£325,000 for new ordinary shares in M&E. The M&E Group overdraft on
completion is expected to be approximately £500,000, which will remain with
the M&E Group after disposal.
The proceeds will be used by PremiSys for general corporate purposes including
the repayment of debt, the development of Asite.com, Asite Limited's
e-commerce portal for the construction industry, and other technology
The disposal of M&E and the Share Sale Agreement constitute a related party
transaction. The Directors 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 shareholders are
The disposal of M&E, together with its trading subsidiary Foremans, and that
of Whinney Mackay-Lewis Limited, the Company's design and architectural
services subsidiary announced on 20 March 2001, will enable the Company 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. The board believes
these activities will be the future drivers of shareholder value.
The Purchasers are raising the cash consideration of £1.2 million through the
sale of an aggregate six million shares in the Company at 20 pence per share
to a number of investors including significant construction industry
participants such as Ray O'Rourke and Eddie McElhinney through their companies
O'Rourke plc and SAS Group Services Limited, both of which have expressed an
intention to use the Asite portal.
A copy of the Share Sale Agreement will be available for inspection at the
registered office of PremiSys and the offices of Ashurst Morris Crisp,
solicitors to the PremiSys, on business days during normal business hours
until 2 July 2001.
For further information, please contact:
Walter Goldsmith 020 7388 4890
Deloitte & Touche Corporate Finance
Robin Binks 020 7936 3000
Gavin Anderson & Company
Neil Garnett 020 7457 2345
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.