Loan Stock Amdmnt & Placing
Mondas PLC
07 August 2006
Mondas plc ('Mondas' or 'the Company')
Proposed amendment to 8.75% convertible loan stock 2007 ('CULS') and Placing.
Mondas plc, the AIM listed Financial Markets software specialist, has today
announced details of a proposed amendment to the terms of its existing CULS to
extend its redemption date, enhance the conversion rights and reduce the annual
coupon payable. At the same time the company has announced details to raise
£1,000,000 through a placing of additional CULS on the amended terms
Background and reasons for the Proposed Amendments and the Placing
The CULS are due for redemption on 31 October 2007. Although the Company is
trading well, following improving trading conditions in the financial markets
and the recent acquisitions of Eclipse and Blue Curve, the Mondas directors
believe that the Company may not have the necessary financial resources
available to redeem the CULS in 15 months' time. It is clearly desirable to
eliminate any uncertainty caused by this situation and, accordingly, the Mondas
directors propose to amend the terms of the CULS as set out below. The Mondas
directors believe that this, together with the proposed placing, will strengthen
the Company's financial position, particularly when it are being evaluated as a
vendor of large and complex systems to the financial sector. The proposed
amendments to the terms of the CULS, together with the net proceeds of the
placing of Additional CULS, which amount to approximately £0.92 million after
expenses, will allow the Company to expand its sales and marketing capability,
to continue product development, to provide working capital and to take
advantage of the growth opportunities presented to it.
Current trading and reasons for funding
The return of confidence in the financial markets has increased demand for
Mondas's products. This has been demonstrated by an increased level of
contracts with new and existing customers, a shortening of sale cycles and a
sales pipeline which is both growing in value and increasing in quality. Since
the start of January, Mondas has sold new systems to Panmure Gordon, JM Finn,
and Brewin Dolphin Securities. More recently, the Company has announced a
significant contract with a major global bank based in the UK. Furthermore, it
has made its first US sale to Ferris Baker Watts, for an application service
provider ('ASP') model of its Blue Curve research management product. This
system went into live production in June 2006.
The Business Systems Division, which sells applications to the education sector,
has concluded contracts with three colleges and nine schools as new users for
its Resource 32000 accounting software solution, which add to its existing user
base of approximately 150 education sector users. This represents approximately
25 per cent. of Colleges of Further Education in the UK. This division benefits
from approximately £1.4m of contracted recurring support revenue and has
traditionally enjoyed strong cash flows.
These improving trading conditions and profitability across all divisions have
enabled Mondas to make a small profit in the six month period ended 30 June 2006
after interest. The Company continues to trade broadly in line with internal
expectations.
Mondas directors have identified opportunities for growth which they cannot
currently fully exploit due to financial resource constraints. These include but
are not limited to:
• the delivery of further financial sector products through the ASP
model. This delivery model should allow the Company to address new markets with
both existing and future products;
• local resources to take advantage of the strengthening US pipeline of
business both from new and existing customers. The US market has shown itself to
be receptive to Mondas' financial sector products and appears to have growth
potential; and
• an increasing customer requirement for web-based technology within the
Business Systems Division, which demands further investment in this area to
remain competitive and to build on the increasing market share established by
this division.
Furthermore, the Company is committed to growth, not only organically, but by
acquisition. In order to deliver this growth, the Mondas directors believe that
investment in repositioning and rebranding the company as an acquirer and
developer of software businesses will support that commitment.
As the Company grows through the success of its existing divisions and the
successful acquisition of further businesses, it needs to invest in
infrastructure and programs to support that growth.
The Proposed Amendments to the terms of the CULS
The principal amendments are as follows:
1. the amendment of the redemption date of the CULS from 31 October
2007 to 31 October 2011;
2. the amendment, with effect from but not including, 31 August
2006, of the rate of the interest from 8.75 per cent. to 8 per cent.; and
3. the enhancement of the conversion rights from two ordinary shares
for every £1 nominal of CULS to four ordinary shares for every £1 nominal of
CULS and the inclusion of appropriate adjustments to the conversion rights in
the event of a bonus issue or rights issue.
The Placing
The Company has conditionally raised £1,000,000 (before expenses) by the issue
of a tranche of additional CULS which have been placed by Teather & Greenwood at
a price of 100p per £1 nominal of additional CULS. The additional CULS have the
same terms as those of the CULS as amended by the proposed amendments. The CULS
bear interest at an annual rate of 8 per cent., payable in half yearly
installments on 30 June and 31 December in each year, are redeemable, if not
converted, on 31 October 2011 and are convertible into fully paid Ordinary
Shares on the basis of four Ordinary Shares for every £1 nominal of CULS.
If the mean average of the closing bid price of an Ordinary Share as shown in
the Daily Official List of the London Stock Exchange for a period of at least 30
consecutive days is 100p or more, the Company is entitled to require a holder of
CULS to convert all or part of his holding of CULS into fully paid Ordinary
Shares on the basis set out above. The Placing is not being underwritten.
Application will be made for the Additional CULS to be admitted to trading on
AIM. It is expected that Admission will become effective and that trading in the
Additional CULS will commence on AIM on 31 August 2006.
In addition to the placing of Additional CULS described in this document, the
Company proposes to issue, conditional, inter alia, on the passing of the
resolutions at the EGM and on Admission, the 406,250 new ordinary shares at 16p
per share, which will raise £65,000 for the Company before expenses. These are
being issued to certain subscribers of additional CULS, to enable their
subscriptions to qualify under the Venture Capital Trust Scheme. The new
ordinary shares are being issued under the Company's existing authority under
Section 89 of the Companies Act 1985.
Application will be made for the new ordinary shares to be admitted to trading
on AIM and it is expected that admission of the new ordinary shares and trading
in them will commence on AIM on 31 August 2006.
City Code
Foresight Technology VCT plc has undertaken not to convert any number of CULS to
the extent that to do so would create any obligation on it or any member of the
concert party (comprising itself, Trivest VCT plc, Mark Robertson and John
Macdonald) to make an offer for the Company under Rule 9 of the Takeover Code.
Taxation
Confirmation has been received from HM Revenue and Customs ('HMRC') that for
Venture Capital Trust Scheme purposes, after the issue of the Additional CULS,
they will comply with the requirements of Schedule 28B ICTA 1988. HMRC has also
confirmed that the shares to be issued on conversion will be eligible shares and
the Additional CULS to be issued will be qualifying loan stock for VCT purposes.
HMRC has further confirmed that for Enterprise Investment Scheme purposes it
would be able to authorise the Company to issue the requisite certificates to
Shareholders in respect of shares to be issued upon receipt of a satisfactorily
completed form EIS 1.
It is understood that the proposed amendment to the conversion rights may result
in any shares obtained as a consequence of the conversion of the CULS not
constituting a qualifying holding of a Venture Capital Trust.
7 August, 2006
ENQUIRIES:
Mondas PLC Tel: 020 7392 1300
Jarlath McGee
College Hill Tel: 020 7457 2020
Alex Walters
Matthew Smallwood
Mondas Plc:
Mondas' Financial Markets Division focuses on delivering asset-servicing
solutions for global corporate actions processing, financial research and client
reporting and the management of new issues and placings. Its key products
include Radica CAPS, Signal and Venture and the Blue Curve suite of products.
Blue Curve
Blue Curve designs, builds and deploys enterprise solutions which improve the
production and distribution of complex financial documents. Founded in London in
1995 and acquired by Mondas in 2005, the company now has offices in the UK and
the US and serves customers throughout Europe, Africa and North America. Blue
Curve is the recognised leader in software applications which improve the
production and distribution of investment research, and is a major operator in
the growing investment management research and client reporting markets. For
more information, see http://www.bluecurve.net
This information is provided by RNS
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