Computer Software Group PLC
01 March 2005
COMPUTER SOFTWARE GROUP PLC
ACQUISITION OF PROLOG SYSTEMS LIMITED
The Board of Computer Software Group plc (the "Company") is pleased to announce
that it has acquired the whole of the issued share capital of Prolog Systems
Limited ("Prolog") for a total aggregate consideration of £814,000, to be
satisfied by cash payments totalling £539,984 and the issue of 434,947 ordinary
shares (the "Consideration Shares") in the capital of the Company.
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 integrated software solutions on
an IBM iSeries platform. In the period since flotation, the Company has grown by
careful acquisition and now comprises three divisions covering Business Service
solutions, Field Service solutions and Not For Profit solutions.
Surrey based Prolog was established in 1981 and is a significant provider of
service management and mobile data solutions.
The acquisition of Prolog will consolidate the Company's position in the Field
Services sector and provides opportunities for cost rationalisation and
increased cross-selling from the enlarged customer base.
The latest consolidated accounts for Prolog, for the year ended 30 April 2004,
show a turnover of £1,593,000 and a net profit before tax for the year of
TERMS OF THE ACQUISITION
The Company has entered into two share purchase agreements to acquire the whole
of the issued share capital of Prolog from the holders of such shares (the
"Vendors"). Both agreements were completed on 28 February 2005. The total
aggregate consideration for the acquistion of Prolog's shares shall be satisfied
by the issue on completion, credited as fully paid in the sum of £0.63 per
share, of the Consideration Shares, together with cash payments of £539,984 (of
which, £14,000 is to be paid on 6 April 2005).
The issue of the Consideration Shares will result in the Vendors holding 0.87%
of the issued share capital of the Company.
Following the acquisition, John Garrett (currently Managing Director) and
Jeffrey Smith (currently Technical Director) will continue to manage the day to
day operations and will assist with the integration of Prolog into the the
Company's Field Services division.
John Garrett, 54, was a founding director of Prolog in 1981 and has led the
company since that date. John has over thirty seven year's experience in the IT
industry, mostly at senior level.
Jeff Smith, 46, joined Prolog in 1982 as a development consultant and was
appointed Technical Director in 1992.
Application has been made for the admission of the consideration shares to
trading on AIM and dealings are expected to commence on 7 March 2005.
Computer Software Group plc 020 8879 3939
Vin Murria / Barbara Firth
Seymour Pierce ltd 020 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange