FMJ Formjet (See LSE:TQC)

 

TIDMFMJ 
 
RNS Number : 1599U 
Formjet PLC 
19 June 2009 
 

Formjet plc 
('Formjet' or 'the Company') 
 
 
Disposal of Panda Software (UK) Limited 
Placing to raise GBP200,000 
Proposed directorate changes 
 
 
Highlights: 
 
 
  *  Agreement signed for the disposal of Panda Software (UK) Limited for a cash 
  consideration of up to GBP1.4 million subject to shareholder approval. 
  *  Andrew Monk, former founder and joint CEO of Oriel Securities and latterly CEO 
  of Blue Oar Plc will join the board as CEO subject to the resolutions being 
  passed at the Annual General Meeting. 
  *  Andrew Monk will acquire 80,000,000 new shares at 0.25p per share, also subject 
  to the passing of the resolutions at the Annual General Meeting. 
  *  Andrew Monk will be granted share options exercisable at 0.50p per share 
  equivalent to 5% of the enlarged share capital. 
  *  Tony Lee to step down from his role of CEO and will continue as Group Finance 
  Director. 
  *  David Hennell to step down from the board of Formjet plc and to be appointed a 
  director of Formjet Innovations Ltd, a subsidiary company. 
  *  General meeting convened for 11:30 on 8th July 2009. 
 
 
 
DISPOSAL 
 
 
The board of Formjet plc, the AIM quoted alternative software vendor, is pleased 
to announce that, on 18 June 2009, it signed a conditional agreement to dispose 
of the entire issued share capital of its subsidiary Panda Software (UK) Limited 
to Panda Security S.L. for a consideration of up to GBP1.4million, which 
includes an earn-out payment of up to GBP200,000. 
 
 
Although the Company will continue with the same business model, the size of the 
transaction constitutes a fundamental change of business, pursuant to Rule 15 of 
the AIM Rules. As such, shareholder approval for the disposal is being sought 
and the board is posting a circular to shareholders convening a general meeting 
of the Company at 11:30 on 8th July 2009. 
 
 
PLACING 
 
 
The board also announces that it has agreed with Andrew Monk to place 80,000,000 
new ordinary shares, at a price of 0.25 pence per share, conditional on the 
passing of the resolution to empower the directors to issue shares for cash at 
the Company's Annual General Meeting to be held on 29th June 2009.  The placing 
will represent 24.23 per cent. of the so enlarged issued share capital of the 
Company and  raise a total of GBP200,000. The money raised will provide the 
Company with additional working capital resources. 
 
 
DIRECTORATE CHANGES 
 
 
To develop the planned future strategy of the Company, the composition of the 
board will change. 
 
 
Conditional on the placing detailed above, Antony Lee will relinquish his 
responsibilities as Chief Executive Officer and remain with the Board as Finance 
Director. Mr Monk will join the board of the Company as Chief Executive Officer, 
replacing Mr Lee. 
 
 
David Hennell will step down from the board to focus his attention on sales and 
development of marketing strategies for the Company's subsidiaries Formjet 
Innovations Limited and ASI Ability. Mr Hennell will join the board of Formjet 
Innovations Limited. 
 
 
Lyndon Chapman Formjet Chairman explained: 
 
 
"It became obvious that the intention of Panda Security S.L. was to take direct 
ownership of the business of Panda in the UK once the existing contract had 
expired in 2010. It is therefore an appropriate time to realise value from the 
business by disposing of it now". 
 
 
Chapman added, "independent of these developments, the board was approached by 
Andrew Monk with a view to investing in Formjet plc and leading its strategy as 
CEO into the next phase of its development. With the future emphasis on growth 
through acquisition and investment, different skills are necessary and this has 
resulted in the board changes. We hope to welcome Andrew onto the board and are 
impressed with his vision and confidence of success. His investment and initial 
remuneration package reflects that confidence. I also thank Tony Lee and David 
Hennell for embracing these changes." 
 
 
A copy of the circular to shareholders will be available on the Company's 
website, www.formjet.co.uk 
 
 
ENQUIRIES: 
 
 
Formjet plc                                                  Tel: 01293 848 860 
Lyndon Chapman, Executive Chairman 
www.formjetplc.com 
 
 
Dowgate Capital Advisers Ltd       Tel: 0207 492 4777 
Liam Murray or Jo Turner 
www.dowgatecapitaladvisers.co.uk 
 
 
Dowgate Capital Stockbrokers LtdTel: 01293 517744 
Neil Badger 
www.dowgatecapitalstockbrokers.co.uk 
 
 
 
 
Notes to Editors: 
 
 
Formjet plc 
 
 
Formjet plc is a UK-based company with a highly distinctive business model. It 
acquires territorial rights to 'alternative' software products, and markets, 
sells, distributes and supports these products in place of the vendor in 
worldwide markets. The strategy has at its heart the proposition that the 
Company can acquire product lines in territories of at least one country without 
the expense of either product development or the creation of IPR. 
 
 
 
 
Alternative Products 
  *  Panda Software (UK) distributes Panda Software antivirus and Internet security 
  products in the UK. With its high margins and recurring annual renewal revenues, 
  Panda is a major contributor to the Group's sales and profitability. 
  *  Ability Software International (ASI) distributes a powerful suite of office 
  products which, as well as being sold under their own branding, form an integral 
  part of the white label opportunities that Formjet is creating. Ability Software 
  International has also developed the ASI Business Software range. This comprises 
  eight titles, which include fully comprehensive office and graphics suites, 
  Internet security, a business plan development application, small business 
  accounting, appointment book management and staff records management software. 
  In September the Company also added a remote access tool called BeAnywhere to 
  this range. 
 
  *  EdAlive edutainment software has opened up a new and growing market for Formjet 
  and now covers a wide range of core subjects including maths, word skills and 
  spelling. 
 
 
 
Alternative Routes to Market 
  *  Formjet Innovations is the specialist distribution arm of the Formjet Group 
  focusing on its alternative product range and associated alternative routes to 
  market. The focus here is on creating "white label" software, targeting retail 
  and brand leaders of importance. 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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