PremiSys Technologies PLC
6 December 2001
6 December 2001
PREMISYS TECHNOLOGIES PLC
DISPOSAL OF PRIME ESTATES HOLDINGS LIMITED ('PRIME ESTATES')
CHANGE OF NAME
PremiSys Technologies plc announces a number of developments that will enable
it to focus on its core business of providing supply chain services to the
construction industry though its principal subsidiary, Asite Limited ('Asite').
These developments include:
* the sale of Prime Estates;
* the proposed change of the Company name to ASITE plc; and
* the restructuring of the Board including the appointment of Sir John
Egan, former Chief Executive of BAA Plc ('BAA'), as Chairman of PremiSys
Disposal of Prime Estates
PremiSys Technologies plc entered into an agreement on 5 December 2001 (the
'Share Sale Agreement') to dispose of its subsidiary Prime Estates, to B & C
Plaza Limited ('B & C Plaza'). B & C Plaza, which is a subsidiary of Rotch
Property Group Limited ('Rotch'), is the major shareholder of the Company.
Robert Tchenguiz, a director of the Company, is a director of Rotch.
The sale concludes the Company's programme to dispose of its non-core
subsidiaries in order to focus on its core business of providing supply chain
services to the construction industry through its principal subsidiary, Asite.
B & C Plaza has entered into the agreement to acquire the whole of the issued
share capital of Prime Estates in consideration for a cash payment to the
Company of £800,000 to be paid on or before 31 December 2001. The
consideration reflects the fact that Prime Estates' principal contract expires
in March 2003 and that there was no intention to renew it whilst Prime Estates
remained a subsidiary of the Company.
Prime Estates is the non-trading holding company for Prime Estates Property
Management Limited ('Prime Estates Property') and Prime Estates Management
Limited ('Prime Estates Management'). Prime Estates Property manages a
portfolio of properties on behalf of Rotch, while Prime Estates Management
derives income from property management and consultancy services. For the year
ended 30 June 2001, Prime Estates reported a net profit before tax of £585,000
and as at 5 December 2001 had net assets of £5,157.
The proceeds of the sale will be used to fund the continued development of
Asite's e-commerce portal for the construction industry.
The disposal of Prime Estates constitutes a related party transaction. The
Directors, excluding Robert Tchenguiz, 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 concerned.
The disposal of Prime Estates follows the disposal announced on 7 June 2001 of
Foremans Limited, the Company's engineering consultancy services subsidiary
and that of Whinney Mackay-Lewis Limited, the Company's design and
architectural services subsidiary, announced on 20 March 2001. This series of
disposals has been implemented in order to channel the Company's management
expertise and capital resources into the further development of Asite, which
the board believes is critical to maximising shareholder value.
A copy of the Share Sale Agreement will be available for inspection at the
registered office of PremiSys Technologies plc, on business days during normal
business hours until 9 January 2002.
Change of Name
The Company also announces that a circular will be posted to shareholders in
due course convening an Extraordinary General Meeting of the Company in order
to consider the change of name of the Company to ASITE plc. The change of name
has been proposed to reflect the fact that the Company has undergone
significant changes in its strategic direction over the last 18 months and
that its principal business is now Asite.
As a result of the Company's decision to focus on its core business, Walter
Goldsmith, the current Chairman, will step into the role of Deputy Chairman to
allow the Asite Chairman, Sir John Egan, to take up the position of Chairman
of PremiSys Technologies plc. Walter Goldsmith will retain the chairmanship of
the audit committee and the remuneration committee.
Alastair Mellon, the Asite Managing Director, has been appointed as an
executive director of PremiSys Technologies plc and will undertake the
executive responsibilities with Charles Woods. Two non-executive Asite
directors, Peter Rogers of Stanhope plc and Andrew Wolstenholme of BAA, have
been appointed as non-executive directors of PremiSys Technologies plc. Robert
Tchenguiz, Chairman of Rotch, will remain as a non-executive of PremiSys
Technologies plc. Sir Stuart Lipton, George Kynoch and Michael Ensing will
step down as non-executive directors of PremiSys Technologies plc, with effect
Sir John Egan, the new Chairman of PremiSys Technologies plc, commented:
'These developments represent a positive commitment to the continued growth of
Asite, which is leading the way in bringing the construction industry into the
21st Century. By focusing the Company's resources on Asite, we aim to build
rapidly on the £3 million of contracted revenues already secured.'
For further information, please contact:
PremiSys Technologies plc 020 7388 4890
Deloitte & Touche Corporate Finance 020 7936 3000
The Communication Group plc 020 7630 1411
The Directors of PremiSys Technologies plc 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