23rd May 2007 07:02
Clarity Commerce Solutions PLC23 May 2007 23 May 2007 Clarity Commerce Solutions plc Proposed Board Changes, Acquisition of THS and Romulus Earn-out. Clarity Commerce Solutions plc (AIM: CCS, "Clarity" or the "Company"), a leadingsupplier of management software solutions, provides the following corporateupdate: Proposed Board Changes The Board announces their intention to recruit a new Group Chief ExecutiveOfficer, and that discussions have now reached an advanced stage with a shortlist of candidates. It has also been agreed that Graham York and Peter JohnWalker, who together form the current Executive Board of Directors, will stepdown from the Executive Board once this appointment has been made and in anyevent no later than three months from the date of this announcement. Once theCEO appointment has been made a Finance Director will be appointed to the Boardas soon as practicable. The search for a replacement CEO and in due course aFinance Director is being led by the non-executive members of the Board. The Board recognises the need to improve investor relations and plans to appointa further non-executive director to the Board in due course. As a result of the time spent by the senior executive team on the EGMrequisition, the Board now expects to release its results in late July. Acquisition of Total Hospitality Solutions Clarity Commerce Solutions is pleased to announce that it has agreed to acquirethe entire share capital of Total Hospitality Solutions Limited and TotalHospitality (NZ) Limited for an initial consideration of £2.2 million. Theinitial consideration has been satisfied by the issue of 3,174,800 ordinaryshares of 25 pence each at a price per share of 69.29p. Further consideration is payable by way of a performance-related two year earnout, payable in cash. The total consideration will not exceed £4.0 million. THS develops and provides property management software (PMS) to the hospitality,hotel and events management industry. THS represents an excellent complementaryfit with the Clarity Group and will strengthen Clarity's portfolio offering toexisting and new customers alike. The Board intends to combine the products ofTHS with Clarity's golf and spa software division. The Board believes that thiscombination will establish a powerful combined business unit. Interest fromcustomers in a combined solution for resorts has already been evidenced by apre-completion joint sale. For the year ended 31 March 2007 operating profits were £111,263 on revenues of£600,169 and net liabilities were at £47,549. No Directors from THS will bejoining the Clarity Board The acquisition represents Clarity's ninth acquisition in seven years, and isin-line with the Company's strategy of growing through acquisition and organicgrowth. The acquisition will provide further cross-selling opportunities toTHS's client base with an increased portfolio of products to sell into theclient base. Romulus Earn out consideration: The final consideration due to the vendors of Romulus Enterprises Limited, abusiness acquired by the Company on 18 March 2003, has, in accordance with Saleand Purchase Agreement ("SPA"), been satisfied by the issue of 655,038 ordinaryshares of 25 pence each at a price of 69.29p, representing the final instalmentdue of £453,876. That completes the entire consideration due and payable to the Romulus vendorsunder the terms of the SPA. In relation to the above transactions, application has been made to the LondonStock Exchange for the 3,829,838 new ordinary shares to be admitted to AIM andit is expected that admission will take place on 29 May 2007. The new ordinaryshares will rank pari passu with the existing shares of the Company. Following the share issues referred to above the total issued share capital ofthe Company has increased to 24,911,682 ordinary shares. Enquiries Clarity Commerce Solutions plc Tim Bittleston, Chairman Please call Jacquie Mitchell Tel: 01293 778001 College Hill Sara Musgrave / Ben Way Tel: 0207 457 2020 Notes to Editors About Total Hospitality Solutions (TBC) The UK company was formed in 2000 and supplies event management software tohotel clients. In 2005 THS introduced hotel property management software in to its portfolio ofproducts. THS develops and maintains its own portfolio of software products and owns theIPR relating to it. Throughout New Zealand THS originally provided hospitalityaccommodation software to independent hotels and groups, and continues to do so.Subsequently it also began supplying other Australasian markets through directselling or dealerships. With the addition of an event management softwareproduct in 1998, THS began to market to other hospitality sectors within NewZealand and overseas. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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