Mondas PLC, the specialist provider of software solutions to the banking & securities and education markets, is pleased to announce the acquisition of the entire share capital of Eclipse Learner Systems Ltd. (Eclipse), a supplier of software 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 11 October 2005 and £100,000 on 15 December 2005, of which £50,000 will be held in escrow till 10 April 2006. The balance of £263,000 is to be satisfied on completion by the issue of 1,461,110 new ordinary Mondas shares issued at 18p each and credited as fully paid. On completion Eclipse is expected to have cash and short-term receivables balances in excess of £160,000.
Following Admission, the holders of the consideration shares have undertaken not to dispose of the shares for a period of six months and thereafter not to dispose of the shares for a further period of twelve months, without the consent of the Company, such disposals to be through brokers nominated by the Company. In addition, for a period of twelve months following Admission the holders of the consideration shares have undertaken to vote in accordance with the directions of the Board of the Company.
In its year ended 30 November 2004 Eclipse had revenues of £633,000 and generated profits before taxation of £45,000. For the eight month period ended 31 July 2005, un-audited management accounts showed revenues of £333,000 and profits before taxation of £30,000. Recurring annual support revenue is in excess 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 and administration software in the UK, with 26 users including, Rotherham College of Arts and Technology, Lewisham College and Guildford College. Its flagship product is the Eclipse Learner Management and Administration system, a fully integrated, management information system, which fulfils the individual and specific needs of the further education and sixth form college markets. Following the acquisition, Mondas will have approximately 160 users in the education sector, including 120 colleges of further education.
Under the terms of the agreement, Eclipse's managing director, Steven Sanders will 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 trading on AIM. It is expected that admission will become effective and that trading will 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 an increased customer base and enable our existing clients to benefit from a broader 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 its prestigious client base to Mondas. This reinforces our commitment to the education sector, and with now over 160 educational establishments this business unit has a stronger platform for growth in the future. This acquisition is the first stage of the ongoing strategy of adding critical mass to both business units that we announced in July. We are actively pursuing similar opportunities in the Banking & Securities sector."