Corero Network Regulatory News (CNS)

11 Oct 2005 07:01

Mondas PLC11 October 2005 Mondas plc ("Mondas" or "the Company") MONDAS ACQUIRES ECLIPSE LEARNER SYSTEMS LIMITED Mondas PLC, the specialist provider of software solutions to the banking &securities and education markets, is pleased to announce the acquisition of theentire share capital of Eclipse Learner Systems Ltd. ("Eclipse"), a supplier ofsoftware systems to colleges of further education, for a total consideration of£550,000. The consideration is to be satisfied as to £287,000 payable in cash,with £187,000 payable on completion, which is expected to take place on 11October 2005 and £100,000 on 15 December 2005, of which £50,000 will be held inescrow till 10 April 2006. The balance of £263,000 is to be satisfied oncompletion by the issue of 1,461,110 new ordinary Mondas shares issued at 18peach and credited as fully paid. On completion Eclipse is expected to have cashand short-term receivables balances in excess of £160,000. Following Admission, the holders of the consideration shares have undertaken notto dispose of the shares for a period of six months and thereafter not todispose of the shares for a further period of twelve months, without the consentof the Company, such disposals to be through brokers nominated by the Company.In addition, for a period of twelve months following Admission the holders ofthe consideration shares have undertaken to vote in accordance with thedirections of the Board of the Company. In its year ended 30 November 2004 Eclipse had revenues of £633,000 andgenerated profits before taxation of £45,000. For the eight month period ended31 July 2005, un-audited management accounts showed revenues of £333,000 andprofits before taxation of £30,000. Recurring annual support revenue is inexcess of £300,000. As at 30 November 2004, Eclipse had net assets of £121,000. Eclipse was established in 2001 and is a provider of learner management andadministration software in the UK, with 26 users including, Rotherham College ofArts and Technology, Lewisham College and Guildford College. Its flagshipproduct is the Eclipse Learner Management and Administration system, a fullyintegrated, management information system, which fulfils the individual andspecific needs of the further education and sixth form college markets.Following the acquisition, Mondas will have approximately 160 users in theeducation sector, including 120 colleges of further education. Under the terms of the agreement, Eclipse's managing director, Steven Sanderswill retire, but will be retained as a consultant. Eclipse's technical director,Susan Kinch, will join the Resource Business Unit's technical team. Application has been made for the consideration shares to be admitted to tradingon AIM. It is expected that admission will become effective and that tradingwill commence on 17 October 2005. Steve Sanders, Managing Director, Eclipse Learner Systems said: "Being part of Mondas will enable Eclipse to deliver enhanced solutions to anincreased customer base and enable our existing clients to benefit from abroader range of products and services". Jarlath McGee, Chief Executive of Mondas said: " This is an important step in the development of our Resource business and I am delighted to bring Eclipse's proven learner management system and itsprestigious client base to Mondas. This reinforces our commitment to theeducation sector, and with now over 160 educational establishments this businessunit has a stronger platform for growth in the future. This acquisition is thefirst stage of the ongoing strategy of adding critical mass to both businessunits that we announced in July. We are actively pursuing similar opportunitiesin the Banking & Securities sector." 11 October 2005 Enquiries: Mondas PLC Tel: 020 7392 1300Jarlath McGee, Chief Executive College Hill Tel: 020 7457 2020Matthew Smallwood/Clare Warren This information is provided by RNS The company news service from the London Stock Exchange