UCS Group has announced its firm intention to make an offer to acquire all of Argility.
This is according to a statement issued today by UCS Group.
In May 2007, UCS announced its intention to dispose of certain of its proprietary products and related intellectual property to a wholly-owned subsidiary company, Argility and to unbundle Argility shares to UCS shareholders. This was accomplisehed by September 2007.
Argility`s shares were distributed in the ratio of one Argility share for every holding of ten UCS ordinary shares held by each UCS shareholder at the relevant date. The exchange ratio was based on 281 641 304 UCS ordinary shares in issue and the then enterprise value of Argility, being R163 672 000 at the time of the unbundling.
Following the unbundling, an over the counter trading platform was created to facilitate trading in Argility shares. However, such trading activity has been limited in that less than 5% of Argility`s shares have traded on this platform to date.
Currently, at least 90% of UCS shareholders are also Argility shareholders.
"Unfortunately, and with hindsight, the timing of the initial set-up of Argility and the unbundling could not have been worse, given the global credit crisis and resulting financial turmoil," according to the statement. "This has had a material negative effect on most retailers internationally and, as a consequence, the decisions for their in-store point of sale solutions, which is the focus of Argility's business.
"Activity in this area of the market froze during the financial crisis and any decisions by retailers regarding investment in their future in-store trading platforms appear to have been deferred.
"While management has managed the costs as prudently as possible, the timing of a recovery in trading conditions remains uncertain.
"In reviewing its overall group strategy for the software and intellectual property owned by the UCS Group, the board of directors of UCS has resolved to consolidate the ownership, management, development
and commercial exploitation of these assets, including the product sets and business of Argility, which should result in significant cost benefits and other synergies across all affected businesses."