Computer Software Group PLC
01 April 2004
COMPUTER SOFTWARE GROUP plc
Acquisition of JBs COMPUTER SERVICES Limited and APPOINTMENT OF directors
The Board of Computer Software Group plc ("CSG" ot the "Company") is pleased to
announce that it has acquired the whole of the issued share capital of JBS
Computer Services Limited ("JBS") for a consideration of £1,886,484 to be
satisfied by £886,484 in cash and the issue of 2,304,148 consideration shares.
Further, following completion of the acquisition the Company has procured the
immediate repayment of £200,000 relating to outstanding loan stock held by
certain of the vendors.
Messrs Colin Wells and Colin Boag of JBS have been appointed as Directors of CSG
following completion of the acquisition. Further details are set out below.
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 cross-industry TALENT integrated software
solutions on an IBM iSeries platform. In the period since flotation, CSG has
grown by careful acquisition and the product portfolio now includes Integra, a
membership management system, Wizz, offering e-commerce applications across
multiple platforms and Chorus, providing accounting and business software
solutions on an IBM iSeries platform.
Midlands based JBS was established in 1974 and is a long-standing IBM business
partner servicing the distribution and manufacturing industries with its core
product JOBS. JOBS is a fully integrated, modular and functionally rich software
solution, often deploying Chorus as the integrated back office system.
The acquisition of JBS will consolidate the Group's position as a software
provider for the IBM iSeries platform and the enlarged customer base will
provide opportunities for cross-selling not currently available to the Group.
Common programming capabilities will also generate significant synergies from
sharing and rationalising resources.
The latest audited accounts for JBS, for the year ended 31 December 2002, show a
turnover of £3.3 million, an operating profit before goodwill amortisation of
£158,000 and a net profit for the year of £28,000.
TERMS OF THE ACQUISITION
The Company has entered into share purchase agreements with the Vendors to
acquire the whole of the issued share capital of JBS. The consideration for the
acquisition was satisfied in full on completion by the issue, credited as fully
paid, of the consideration shares, comprising 2,304,148 ordinary shares,
together with an aggregate cash payment of £886,484. In addition, immediately
following Completion the Company procured the repayment, by JBS, of £200,000
relating to outstanding loan stock interest accrued to Completion on the
£500,000 of loan stock) held by certain of the Vendors.
The issue of the Consideration Shares will result in the Vendors holding 6.7% of
the enlarged issued share capital of the Company.
Application has been made for the admission of the consideration shares to
trading on AIM and dealings are expected to commence on 8 April 2004.
APPOINTMENT OF DIRECTORS
Following the acquisition, Messrs Wells and Boag were appointed directors of
Colin Wells, 54, has worked in the IT industry for 35 years and was Joint
Managing Director of Northern Europe for JBA prior to joining JBS as Chairman.
Mr Wells remains Chairman of JBS division and is responsible for the successful
integration of JBS into the Group.
Colin Boag, 51, previously Managing Director of JBS, has over 20 years
experience of the IT industry. Prior to joining JBS he was European Account
Executive for Ingram Micro Corporation. His role is Managing Director of JBS
division and he is responsible for the overall performance of the division.
Both Directors have signed service contracts with CSG with an initial notice
period of twelve months reducing to six months in September 2004.
Computer Software Group plc 020 8879 3939
Vin Murria / Barbara Firth
Seymour Pierce plc 020 7107 8000
Sarah Wharry / Louise Carpenter
This information is provided by RNS
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