Software For Sport PLC
1 May 2003
Software For Sport plc
Acquisition of Chorus Application Software Limited and Placing of 101,045 196
shares at 2p per share, capital reconstruction, Board Changes, directors
shareholding and Change of name to Computer Software Group plc
The Board of Software for Sport plc ('SFS') is pleased to announce that it has
conditionally agreed to acquire the whole of the issued share capital of Chorus
Application Software Limited ('Chorus') and £500,000 of loan stock for a
consideration of £1,447,000 to be satisfied by £200,000 in cash and the issue of
62,350,000 Consideration Shares. Further, following completion of the
Acquisition the Company will procure the immediate repayment of £1,000,000
relating to outstanding loan stock (plus interest accrued thereon up to
completion and interest accrued on the £500,000 of loan stock up to completion)
held by certain of the vendors.
It is proposed to raise approximately £2,020,904 (before expenses) by way of a
placing to provide cash for the Acquisition and repayment of the loan stock and
accrued interest thereon and to provide additional working capital for the
It is further proposed that Neil Cross will join the board of SFS as Executive
Director and Robert Downey will join the Board as a Non-Executive Director.
Messrs Cross and Downey are currently directors of Chorus. It is further
proposed that Barbara Firth and Jolanta Pilecka will be appointed to the Board
of SFS as Executive Directors. Ms Firth is currently Chief Accountant and
Company Secretary of SFS and Ms Pilecka is responsible for the Company's
marketing function. Vinodka Murria, a representative of Elderstreet DrKC, will
be appointed to the board of SFS as a Non-Executive Director. All appointments
to the Board will take place immediately upon Completion. Further details of the
proposed Directors are set out below.
Lastly, the Board proposes to change the name of the Company to Computer
Software Group plc to more closely reflect the activities of the Enlarged Group.
BACKGROUND TO, AND REASONS FOR, THE ACQUISITION
The Company was admitted to trading on AIM in August 2000. Its main activity at
that time was the provision of integrated software solutions to the sports
industry. In April 2001 the Group acquired Integra, which provided a revenue
stream from professional and governing bodies, institutions and trade
associations. The Acquisition of Chorus will consolidate the Group's position as
a software provider for the IBM iSeries platform and will enlarge its customer
Chorus, based in the South-West of England, is a supplier of financial and
business computer software systems to customers on both the iSeries and NT
In its last financial year ended 31 December 2002, Chorus reported a profit
before taxation of £124,680 and had net assets of approximately £1.4 million.
TERMS OF THE ACQUISITION
The Company has entered into conditional share purchase agreements with the
Vendors to acquire the whole of the issued share capital of Chorus and £500,000
of loan stock. The consideration for the Acquisition, to be paid or satisfied in
full on Completion, will be satisfied by the issue, credited as fully paid, of
the Consideration Shares, comprising 62,350,000 New Ordinary Shares, together
with an aggregate cash payment of £200,000. In addition, immediately following
Completion the Company will procure the repayment, by Chorus, of £1,000,000
relating to outstanding loan stock (plus interest thereon up to Completion and
interest accrued to Completion on the £500,000 of loan stock) held by certain of
The issue of the Consideration Shares will result in the Vendors holding 20% of
the Enlarged Issued Share Capital of the Company.
The Acquisition is conditional, inter alia, on the passing of the Resolutions at
the EGM to be held on 29 May 2003, and on completion of the Placing.
The Company is proposing to raise £2,020,904 by way of the Placing of
101,045,196 New Ordinary Shares at 2p per share. A Placing rather than a rights
issue, which would involve a dis-proportionate expense to the Company and might
delay completion, has been chosen as the preferred means of raising the new
funding. The placing price is at a discount to the current share price of 3p to
reflect limited liquidity in the Existing Ordinary Shares of the Company and in
the Directors' opinion will encourage investors to participate in the Placing.
The Placing Shares have been placed by Seymour Pierce Limited, the Company's
broker, with institutional investors. The Placing is conditional on the passing
of the Resolutions and on Admission. It is expected that Admission will become
effective and dealings in the Placing Shares will commence on AIM on 30 May
2003. The Placing Shares, once issued and allotted will rank pari passu in all
respects with the New Ordinary Shares including for all dividends and interest
hereafter declared, paid or made.
The net proceeds of the Placing will be used as consideration for the
Acquisition, repayment of loan stock and accrued interest and to provide
additional working capital to the Enlarged Group.
The Placing Shares will represent 32.4% of the Enlarged Issued Share Capital.
Michael Jackson has agreed to subscribe for 2,584,900 Placing Shares and
following admission of the placing shares and the consideration shares to
trading on AIM will be interested in 6,819,359 ordinary shares representing
2.19% of the Company's issued share capital.
The proposed Issue Price of 2p for the Consideration Shares and the Placing
Shares is below the current nominal or par value of the Existing Ordinary
Shares. As the Act prohibits the issue of shares at a price below their nominal
value, it is proposed to carry out the Capital Reconstruction.
At present the authorised share capital of the Company is £25,000,000 divided
into 500,000,000 Existing Ordinary Shares of 5p each of which 148,342,490 are
currently issued and fully paid. It is proposed that each Existing Ordinary
Share of 5p be sub-divided into one New Ordinary Share of 1p and one Deferred
Share of 4p. It is also proposed that the authorised but unissued Existing
Ordinary Shares be re-designated as New Ordinary Shares of 1p each by the
sub-division of each unissued Existing Ordinary Share of 5p into 5 New Ordinary
Shares of 1p.
Each New Ordinary Share will have the same rights (including voting and dividend
rights and rights on a return of capital) as an Existing Ordinary Share.
Existing share certificates in respect of Ordinary Shares will remain valid.
The rights attaching to Deferred Shares, which will not be admitted to trading
on AIM or any other recognised investment exchange, will render them effectively
valueless. No share certificates will be issued in respect of Deferred Shares.
It is intended that the Deferred Shares will be repurchased by the Company for a
nominal amount in due course. Further details of the rights attaching to the
Deferred Shares are set out in Resolution 3.
The proportionate interests of Shareholders prior to the issue of New Ordinary
Shares pursuant to the Placing will not be affected by the proposed Capital
Reconstruction. The creation of Deferred Shares is simply a mechanism to reduce
the nominal value of the Existing Ordinary Shares from 5p to 1p.
THE CITY CODE ON TAKEOVERS AND MERGERS
The placing and the take up of placing shares by the concert party, consisting
of Elderstreet DrKC Limited, Eldetrstreet Downing VCT plc, Elderstreet
Millennium VCT plc, TriVen VCT plc and Michael Jackson, gives rise to certain
considerations under the City Code on Takeovers and Mergers ('the Code').
Further information regarding this issue is set out in the circular posted to
shareholders today but in summary, the Panel has agreed, subject to resolution
numbered 6 being passed on a poll by independent shareholders at the EGM, to
waive the obligation for the concert party to make a general offer to
shareholders under rule 9 of the Code which would otherwise arise upon
EXTRAORDINARY GENERAL MEETING
The Company has convened an EGM to be held at 3.30pm on 29 May 2003 at which the
following resolutions will be proposed:
1. to approve the Capital Reconstruction;
2. to increase the Company's authorised share capital;
3. to amend the Company's Articles of Association to reflect the Capital
4. to appoint Neil Cross, Barbara Firth and Jolanta Pilecka as Executive
Directors and Robert Downey and Vinodka Murria as Non-Executive Directors
with effect from Completion;
5. to authorise the directors to allot the Consideration Shares, the Placing
Shares and further shares up to an aggregate nominal amount of £1,560,000;
6. to approve the waiver from the Panel of the obligation for the concert party
to make a general offer to Shareholders under rule 9 of the Code which would
otherwise arise upon Completion;
7. to allow the directors to allot Ordinary Shares without adhering to the
pre-emption provisions which would otherwise be required by the Act provided
that any such allotments are limited to sufficient shares to complete the
Placing and to allot further shares up to an aggregate nominal amount of
8. to change the name of the Company to Computer Software Group plc.
Software for Sport plc 020 8879 3939
Michael Jackson / Barbara Firth
Seymour Pierce plc 020 7648 8700
Sarah Wharry / Louise Carpenter
Further information re Proposed Directors
It is proposed that the following be appointed as Directors of the Company with
effect from Completion:
Mr Neil Edward Cross, aged 40, will be appointed as Managing Director of the
Chorus division. Mr Cross has been managing director of Chorus since November
1999 and was previously technical director.
Ms Barbara Ann Firth, aged 50, will be appointed as an Executive Director. Ms
Firth has been with Hardware since April 2000 and has been responsible for the
financial and company secretarial functions within the Company.
Ms Jolanta Lidia Pilecka, aged 42, will be appointed as an Executive Director.
Ms Pilecka has been with Hardware since September 2002 and has been responsible
for the marketing function within the Company. Prior to September 2002, Ms
Pilecka was a marketing consultant to the Company.
Mr Robert Shaun Downey, aged 58 will be appointed as a Non-Executive Director.
Mr Downey is currently the NVM Funds representative on the board of Chorus.
Ms Vinodka Murria, aged 40, will be appointed as a Non-Executive Director. Ms
Murria was previously with Kewill Systems plc as chief operating officer for
The proposed Directors hold or have held the following Directorships or been
partners in the following partnerships within the last five years:
Proposed Current Directorships and Past Directorships and
Director Partnerships Partnerships
Neil Cross Chorus Application Software None
Chorus (Devon) Limited
Barbara None None
Jolanta None None
Robert Chorus Application Software Xtraserve Limited
Vinodka Leeds Group plc Omicron Management
Murria Software Limited
Ms Murria joined Cataloga Limited as a director in June 2001 and resigned in
September 2001. Cataloga Limited was placed into members voluntary liquidation
in July 2002.
Save as disclosed none of the proposed Directors has:
(i) any unspent convictions in relation to indictable offences;
(ii) had any bankruptcy order made against him/her or entered into any
(iii) been a director of a company which has been placed in
receivership, compulsory liquidation, administration, been subject to a
voluntary arrangement or any composition or arrangement with its
creditors generally or any class of its creditors whilst he/she was a
director of that company or within the 12 months after he/she ceased to
be a director of that company;
(iv) been a partner in any partnership which has been placed in compulsory
liquidation, administration or been the subject of a partnership
voluntary arrangement whilst he/she was a partner in that partnership or
within the 12 months after he/she ceased to be a partner in that
(v) been the owner of any assets or a partner in any partnership which
has been placed in receivership whilst he/she was a partner in that
partnership or within the 12 months after he ceased to be a partner in
(vi) been publicly criticised by any statutory or regulatory authority
(including recognised professional bodies); or
(vii) been disqualified by a court from acting as a director of any
company or from acting in the management or conduct of the affairs of a
This information is provided by RNS
The company news service from the London Stock Exchange