Further re Crystallisation
Anite Group PLC
03 September 2002
For immediate release 3 September 2002
ANITE GROUP PLC
Anite varies Micro Surveys Property Systems Limited ('MSPS') earnout
providing additional certainty
Anite Group plc ('Anite' or the 'Group'), the European IT Consultancy & Services
company, indicated, at the time of its announcements on 12 July 2002 regarding
the crystallisation and variation of certain earnout payments to the sellers of
businesses acquired since 30 April 2000, that it intended to continue to review
all of the Group's remaining earnout liabilities and would update shareholders
in relation to progress made as appropriate.
Accordingly, Anite is pleased to announce today that it has entered into a
variation agreement with the sellers (the 'Sellers') of MSPS, a specialist in
mobile working applications for the public sector.
The maximum earnout of £7.0 million payable on the achievement by MSPS of
various profit targets through to April 2004 was due to be satisfied (i) as to
60% by the issue and allotment by Anite to the Sellers of Anite Shares at an
issue price calculated by reference to the average of the middle market price in
the period leading up to their allotment; and (ii) as to 40% by the issue of
loan notes.
Under the variation agreement these earnouts will now be satisfied as follows:
(i) the earnout in respect of the period to 30 April 2002, being
£624,000, which is now due and payable, shall be payable as to 85% by the
issue of £212,160 in loan notes and 397,800 Anite shares (i.e. a deemed
share price of 80 pence). The remaining 15% will be payable in October
2004, in accordance with the original agreement, save that a deemed share
price, calculated as described in (ii) below, will be used;
(ii) in respect of all other potential payments that are to be
satisfied in shares, it is proposed that the share price be deemed to be
80 pence, save that where the then current share price exceeds 130 pence,
the share price shall be deemed to be the aggregate of 80 pence and the
amount by which Anite's share price exceeds 130 pence;
(iii) in the event that there is a takeover of Anite at an offer
price of less than 80 pence per share, and Anite shares have, before that
date, been issued to the Sellers in accordance with (ii) above, at a time
when the actual market price of the shares was, at the date of allotment,
less than 80 pence, the Sellers will be issued additional shares to take
account of this effective loss. In the event that the offer price is less
than 35 pence, for the purposes of calculating the additional number of
shares payable to the Sellers the offer price will be deemed to be 35
pence; and
(iv) Anite's option to satisfy any earnouts in loan notes will be removed.
The Company will provide a further update and analysis of its earnouts and a
current trading update at the time of its Annual General Meeting on 4 September
2002.
John Hawkins, Chief Executive of Anite, stated:
'We have now expedited the crystallisation of the earnout obligations for
Calculus, Carus, Didgicom, Parsec, Rox and MSPS, representing a significant
proportion of the Group's total potential earnout liabilities, thus bringing
considerable certainty for our shareholders compared to the position extant
prior to 12 July 2002.
'We continue to review the few remaining earnout liabilities and will continue
to update shareholders as appropriate.'
For further information, please contact: www.anite.com
Anite Group plc 0118 945 0129
John Hawkins, Chief Executive
Simon Hunt, Finance Director
Weber Shandwick Square Mile 020 7950 2800
Reg Hoare/Laurence Read
This information is provided by RNS
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