DSY Dawmed Sys

 

TIDMDSY 
 
RNS Number : 1325V 
DawMed Systems PLC 
03 July 2009 
 

 
 
 
 
For Immediate Release 
3 July 2009 
 
 
DawMed Systems plc 
("Company") 
Sale of Operating Subsidiary 
 
 
DawMed Systems plc ("DMS") announces that it has today signed a conditional 
agreement with Wassenburg & Co B.V. ("Wassenburg") for the sale of all the 
issued share capital in DawMed International Limited ("DIL"), DMS' sole 
operating subsidiary. The consideration for the sale is the sum of GBP950,000 in 
cash (to be paid on completion). Completion accounts will be drawn up as at 1 
July 2009 and there will be an adjustment to the consideration on the basis of 
DIL's net assets being more or less than GBP75,000. DMS and Wassenburg will each 
share 50% of any such shortfall in or excess of net assets. 
 
 
Whilst the Directors believe that the Second Interim Results were relatively 
satisfactory and pointed to an anticipated continuation of growth up to the 
period ended 31 March 2009, the Board considers that there are fundamental 
reasons why the present business does not provide a long-term basis for the 
Company's future viability as an independent entity. The Company is largely 
reliant upon its distribution agreement with Wassenburg for its imported 
equipment and the vagaries of the Sterling/Euro currency exchange rates mean 
that any profit margin on sales can be easily wiped out by a small change in the 
exchange rates. 
 
 
The sale of DIL is subject, inter alia, to the consent of shareholders of DMS. 
Conditional upon the completion of the sale of DIL, John Crispin and Mark 
Adamson will cease to be directors of DMS, but will continue as directors of 
DIL. 
 
 
The Directors of DMS believe that, having explored other sales opportunities, 
the sale of DIL at the above price is the best return that can be expected. 
Following the sale, the Company will be an investing company with net cash 
resources of approximately GBP800,000 being the proceeds of the sale, which, 
together with available bank finance will be utilised for the proposed investing 
policy. 
 
 
In the 18 months to 31 March 2009, DIL reported an audited loss on ordinary 
activities before taxation of GBP473,410 (year ended 30 September 2007: 
GBP571,508) on a turnover of GBP12,209,849 (year ended 30 September 2007: 
GBP4,976,158). During this period, DIL issued 2,184,500 new shares at par to the 
Company to strengthen its balance sheet. At 31 March 2009, DIL had net assets of 
GBP83,870 (30 September 2007 net liabilities: GBP1,627,220). 
 
 
A more detailed explanation of the trading performance of DIL will be provided 
in the circular to shareholders referred to below. 
 
 
Following the sale of DIL, DMS will become an investing company for AIM Rules 
purposes and its proposed investing policy will require approval by shareholders 
of DMS. Following completion of the Sale the Continuing Directors, being Kevin 
Gilmore, Gordon Arbib and Nicholas Trigg, propose that, instead of winding up 
the Company, the Company's share capital should remain admitted to trading on 
AIM and that the Company's New Investing Policy should be based predominantly 
upon the acquisition for and development of and/or investment in commercial 
property, commercial property agency and the acquisition of land for and 
development of high end residential property, together with potential corporate 
acquisitions, the latter mainly in the property sector. 
 
 
A circular will be despatched to DMS shareholders as soon as reasonably 
practicable, which will provide further details of the sale and the reasons for 
the sale, and convening two general meetings, the first to approve the sale of 
DIL and the DMS' proposed investing policies under the AIM Rules (which will be 
ordinary resolutions) and the second to approve the change of name of DMS (which 
will be a special resolution). 
 
3 July 2009 
 
Enquiries: 
 
Kevin Gilmore 
    Chairman 
    DawMed Systems plc01608 682244 
 
 
Roland Cornish 
    Chairman 
Beaumont Cornish Limited    020 7628 3396 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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