18/07/08 - Proposed acquisition of RWA Rail Limited

Proposed acquisition of RWA Rail Limited
Tracsis plc ("Tracsis" or the "Company"), the provider of labour resource optimisation software for the transport sector, is pleased to announce that it has entered into an agreement to acquire the entire issued share capital of RWA Rail Limited ("RWA" or "RWA Rail"). RWA is a provider of consultancy services to the rail sector, focusing on operational and strategic planning and will enable the group to provide a wider range of projects to a more diverse client base in the rail sector.

The Company is also pleased to announce a placing to raise £200,000 by the issue of 373,832 new Ordinary Shares at 53.5p per share to satisfy institutional demand. The net proceeds of the Placing, being £194,000, will further increase the cash resources available to the Enlarged Group for working capital and possibly further acquisitions.

The Acquisition and Placing are conditional upon the approval of Shareholders at the GM.

ACQUISITION HIGHLIGHTS:

• RWA is a specialist provider of consultancy services to the rail sector focusing on operational and strategic planning.


• Robert Watson, founder and Managing Director of RWA Rail, will join the board of Tracsis as Chief Operating Officer.


• RWA generated revenue of £1,019,000 in the year ended 31 March 2008 resulting in EBIT of £293,000.


• RWA will strengthen the Enlarged Group's position within the rail sector.


• An initial cash consideration of £580,000 and the issue of 1,084,113 new Ordinary Shares, subject to an adjustment mechanism depending on the net assets of RWA on Completion.


• Deferred consideration of up to £145,000 in cash and up to 271,029 Deferred Consideration Shares may be payable, subject to satisfaction of certain performance criteria following the Acquisition.


• In view of the size of the Acquisition, in relation to the Company, the Acquisition constitutes a reverse acquisition under the AIM Rules.


• It is expected that dealings in the shares of the Enlarged Group will become effective on 5 August 2008.

TRADING UPDATE

The board is also pleased to announce today that given the visibility of revenue under contract, the Board believes that revenue for the year to 31 July 2008 will be approximately £800,000 for the existing Tracsis business.

John McArthur, Tracsis CEO, Commented:

"Tracsis and RWA operate within the same sector and have a similar customer profile. Our vision remains as before: to become a leading provider of operational planning software and consultancy services within the rail market, with the ultimate aim of providing these services to global transport markets. Today's announcement is a step towards this vision. I welcome Robert to the Board of Tracsis and look forward to working with him and his team."

Robert Watson, Commented;

"Tracsis has what I believe to be unique resource optimising software; the Enlarged Group will be better able to exploit the capabilities of this software, as well as developing further the strategic and operational planning business of RWA Rail."


Enquiries:

Tracsis plc 0845 125 9162
John McArthur

Haggie Financial 020 7417 8989
Nicholas Nelson
Kathy Boate

Zeus Capital 0161 831 1512
Alex Clarkson
Ross Andrews
Bobby Fletcher


INTRODUCTION

The Company announces that it has entered into an agreement to acquire the entire issued share capital of RWA Rail Limited for an initial cash consideration of £580,000 and the issue of the Consideration Shares, subject to adjustment depending on the net assets of RWA on Completion. In addition, deferred consideration of up to £145,000 in cash and up to 271,029 Deferred Consideration Shares may be payable, subject to the satisfaction of certain performance criteria following the Acquisition.

The Company also announces a placing to raise £200,000 by means of the issue of the Placing Shares at the Placing Price in order to satisfy institutional demand. Further details of the Placing are set out in this announcement and the Admission Document.

In view of the size of the Acquisition, in relation to the Company, the Acquisition constitutes a reverse takeover under the AIM Rules and, as such, is conditional upon the re-admission of the Existing Ordinary Shares and admission of the Consideration Shares to trading on AIM and the publication of an admission document. In addition, the Acquisition also requires the approval of Shareholders. Accordingly, a General Meeting is being convened on 4 August 2008 at which Shareholders will be asked to approve the Acquisition. If the resolution is approved by Shareholders, it is expected that Admission will take place, and that dealings on AIM will commence, on 5 August 2008. The Placing is conditional upon completion of the Acquisition.

Provided that the resolution is approved, the approval of Shareholders is not required to issue the Consideration Shares or the Placing Shares as the Company already has sufficient shareholder authorities in place to issue such shares. However, in order to give the company flexibility going forward shareholders will also be asked to grant the Directors authority to allot Ordinary Shares up to an aggregate nominal value of £25,282 being equivalent to one third of the Enlarged Issued Share Capital and to disapply statutory pre-emption rights in relation to 15 per cent. of the Enlarged Issued Share Capital.

The admission document in relation to the proposed Acquisition, Placing, Admission and General Meeting (the "Admission Document") has been posted to shareholders today and is available on the Company's website www.tracsis.com.

BACKGROUND TO AND REASONS FOR THE ACQUISITION

Tracsis was incorporated in January 2004 to commercialise resource optimisation software that assists with automating the process of labour scheduling for passenger rail and bus companies in the transport sector.

In November 2007, the Company's Ordinary Shares were admitted to trading on AIM and £2 million, before expenses, was raised by way of a placing of new Ordinary Shares.

RWA provides consultancy services to the rail sector, focussing on operational and strategic planning. It is engaged in timetable, resource planning and performance modelling assignments for customers operating within the rail industry.

The Board believes that the acquisition of RWA Rail is likely to result in the following synergies and growth opportunities within the Enlarged Group:

• the addition of new services to those currently offered by Tracsis;


• the provision of additional labour resource and the appointment of Robert Watson to the Board of the Company;


• an increase in the client base; and,


• the strengthening of the Enlarged Group's market position within the rail sector.

TERMS OF THE ACQUISITION

The Company has conditionally agreed to acquire the entire issued share capital of RWA Rail from its sole shareholder, Robert Watson.

The initial consideration payable comprises cash consideration of £580,000 and the Consideration Shares at the Consideration Share Price. The cash amount payable will be adjusted on a pound for pound basis if the Net Asset Value at Completion exceeds or falls below £450,000, subject to a cap to the adjustment of £350,000 if the Net Asset Value is above £450,000. The full adjustment may be payable, due to a period of strong trading by RWA Rail since its 31 March 2008 year end.

Deferred consideration of up to £290,000 is payable subject to; (a) RWA achieving EBITDA of not less than £280,000 for the 12 month period following Completion; or (b) the Enlarged Group achieving EBITDA of not less than £700,000 for the year ended 31 July 2009. If either of these conditions are not met, and RWA achieves EBITDA of less than £100,000, the deferred consideration will be nil. If RWA achieves EBITDA of between £100,001 and £279,999, the deferred consideration will be equal to £16.11 for every £10.00 of EBITDA in excess of £100,000 for the 12 month period following Completion.

The Deferred Consideration will be satisfied as to 50 per cent. in cash and 50 per cent. by the issue of the Deferred Consideration Shares at the Consideration Share Price.

The cash will be financed out of the Company's existing cash resources. At 31 January 2008, being the date of the unaudited interim results, the Company had cash and cash equivalents of £2.268 million.

THE PLACING

The Company proposes to raise approximately £200,000, before expenses, by the allotment and issue of 373,832 new Ordinary Shares at the Placing Price pursuant to the Placing. The Placing Shares will represent approximately 1.97 per cent. of the Enlarged Issued Share Capital of the Company immediately following Admission.

Pursuant to the Placing Agreement, Zeus Capital has conditionally agreed to place, with institutional investors, the Placing Shares at the Placing Price to satisfy demand for Ordinary Shares. The net proceeds of the Placing being, £194,000, will further increase the cash resources available to the Enlarged Group for working capital and possibly, further acquisitions.

The obligations of Zeus Capital under the Placing Agreement are conditional, inter alia, on:

the Placing Agreement becoming or being declared unconditional in all respects and not being terminated in accordance with its terms before 8.00 a.m. on 5 August 2008 (or such later time and/or date, being not later than 8.00 a.m. on 12 August 2008, as Zeus Capital may agree); and Admission.

Application will be made to the London Stock Exchange for the re-admission of the Existing Ordinary Shares and the admission of the Placing Shares and the Consideration Shares to trading on AIM. It is expected that Admission will become effective, and dealings in the Enlarged Issued Share Capital will commence, on 5 August 2008.

Click here to read the full announcement

28/04/08 - Tracsis Interim Results

Tracsis Interim Results
Tracsis is pleased to announce interim results for the six month period to 31 January 2008.

Key points:

• Successful placing and admission to AIM on 26 November 2007 raising £2 million.


• Trading in line with expectations – revenue in the period of £271,000 (6 months ended January 2007: £257,000).


• Operating profits in the period of £14,000 (6 months ended January 2007: £116,000) after including £89,000 of exceptional and associated costs relating to our admission to AIM.


• New client wins include Virgin Rail Group, Cross Country and Southeastern Railway.


• All existing clients retained for year including First Group buses, First Scotrail, National Express East Coast, Northern Rail, Southern Railway, Arriva Trains Wales and Translink, demonstrating a high level of under-contract recurring licence revenue.


• Continued investment into product development and research activities, including additional TrainTRACS functionality for short-term planning optimisation to help our clients increase their operational capabilities.


• Board strengthened by the addition of three Non-Executives.

Chief Executive Officer John McArthur commented:

“Tracsis has made good progress over the last six months. The business has delivered another period of growth whilst at the same time coming to market via an AIM flotation. We have secured significant relationships with Virgin Rail Group, Cross Country, Southern Railway and Southeastern Railway which are further endorsements in our product suite from some of the largest operators in the industry. Looking forward to our year end, we are in a good position to deliver continued growth and are in the favourable position of having complete customer retention, high recurring revenue, and a strong balance sheet.”

For more information please visit the Investor Relations section of our website or visit the London Stock Exchange’s website at www.londonstockexchange.com

27/11/07 - First Day of Dealings on AIM

Tracsis plc

First Day of Dealings on AIM

Labour optimisation specialist moves to AIM

Tracsis plc, ("Tracsis" or the "Company") (AIM:TRCS), a provider of labour resource optimisation software for the transport sector, is pleased to announce the commencement of dealings on AIM. The Company raised £2,000,000 before expenses at a placing price 40p per share and has a market capitalisation of approximately £7 million at the placing price.

The Nominated Adviser and Broker is Zeus Capital Limited.

Placing Statistics

Placing Price	40p
Number of Ordinary Shares in issue prior to the Placing	12,503,450
Number of Ordinary Shares being issued pursuant to the Placing	5,000,000
Number of Ordinary Shares in issue immediately following the Placing	17,503,450
Placing Shares as a percentage of the enlarged issued share capital	28.57%
Estimated net proceeds of the Placing	£1,580,000
Market capitalisation of the Company at the Placing Price following Admission	£7,001,380

Key points about Tracsis

• A provider of resource optimisation software to transport companies in the passenger rail and bus industries



• The product is used to automate and optimise the process by which work schedules for on-board labour (drivers, conductors, catering staff, etc) are created. It allows for this activity to be done with greater speed and with a high degree of efficiency.



• Year-on-year growth in turnover and profits. Operating profit of £407,000 for the year to July 2007



• Contracts in place with rail and bus companies throughout the UK



• The technology platform is scaleable and transferable to other industries and overseas markets



• The Company's goal is to become a leading provider of operational planning software for global transport markets

John McArthur, CEO, Tracsis, commented:

"Tracsis solves one of the most challenging problems posed to modern transport companies today - that being efficient labour allocation across highly complicated networks. Over the past 3 years we have demonstrated the value of our technology with major transport operators and this has led to great long term relationships being formed."

"The funds raised will allow us to significantly expand our delivery team and product offering and speed up our overall growth profile. I am delighted with our admission to AIM and look forward to the year ahead."

27th November 2007

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Nexus Financial Nicholas Nelson John Mundy	020 7451 7068
Zeus Capital Alex Clarkson Nick Cowles Bobby Fletcher	0161 831 1512

Introduction

Tracsis owns labour resource optimisation software that assists with automating and optimising the process of labour scheduling for passenger rail and bus services in the transport industry. Tracsis has contracts in place with major operators within the rail and bus industries. The Directors believe that funds raised pursuant to the Placing will allow the Company to expand its business and contract base and underpin their market position within the rail and bus sectors.

History and Background

Tracsis was incorporated in January 2004 to commercialise resource optimisation software developed at the University of Leeds. Its shareholders include the University of Leeds and Techtran Limited, a company which specialises in developing the commercial potential of intellectual property developed at the University. Techtran is a wholly owned subsidiary of IP Group plc, a company listed on the main market of the London Stock Exchange.

On-board labour scheduling for transport operators is a complex process which historically has required a high degree of manual input. This activity requires consideration of a number of variables such as:

• working time regulations;



• the timetabled movements of vehicles;



• existing resource levels;



• route knowledge - in the rail industry, it is standard practice that drivers can only drive on pre-agreed routes for which they have had training; and



• traction knowledge - in the rail industry, drivers can only drive train units for which they hold valid certification.

Many of these variables are subject to change through unforeseen factors such as engineering problems, breakdowns and adverse weather conditions, which further exacerbate the challenge faced by transport operators in trying to achieve an efficient and robust allocation of labour.

The Tracsis Software is based on software developed at the University after extensive research into labour scheduling problems within the transport industry dating back to the 1970s. The Tracsis Software has the ability to reduce the number of labour resources required to service a given transport network, reduce the level of back office planning resources and shorten planning timescales. The software also enables users to model a variety of contingency scenarios which can assist, for example, with franchise bidding, strategic planning, and can be used as a negotiation tool between operating companies and labour unions.

Tracsis Software

The Tracsis Software currently forms the basis of two distinct products; TrainTRACS and BusTRACS. Each product assists with the crew planning element of the transport scheduling process for passenger rail and bus operators respectively. A number of broad categories make up the transport scheduling process; timetable preparation; vehicle planning and allocation; crew planning; crew rostering; short term planning; and management of real time operations taking account of accidents or other unforeseen events impacting on operations.

The Tracsis Software is designed to operate on a stand alone personal computer. The software generates an optimised crew schedule for all on-board staff which is based upon certain input data such as labour rules and regulations, timetable and vehicle requirements, and driver route and traction knowledge. Once the software has been configured, it generates a set of optimal or near optimal labour workforce schedules.

The software can be tailored for individual strategic requirements, such as maximising performance and minimising costs. The software may also derive cost savings via improved performance of scheduled services, which in turn may reduce the fiscal penalties imposed by regulators (such as the Department of Transport in the case of rail operators) for delayed services.

Revenue is generated by lease licensing the software to customers. In addition to the core software, Tracsis also provides maintenance, training and consultancy services to its customers.

Consolidated Income Statement under IFRS

	Year ended 31 July
	2005 £'000	2006 £'000	2007 £'000
Revenue Administrative Expenses	216 (82)	500 (246)	742 (335)
Operating Profit	134	254	407

EXISTING MARKETS & CUSTOMERS

Train Operating Companies

The Train Operating Companies ("TOCs") in the UK are responsible for running regional and national rail networks since the privatisation of the rail industry as part of the Railways Act 1993. UK passenger franchises are awarded based on a tender process run by the Department of Transport. Tracsis has historically generated the majority of its revenue from the passenger rail industry, and in particular, the TOCs.

Tracsis has identified 20 major passenger TOCs and several freight rail operators within the UK as potential customers. At present Tracsis have contractual relationships with six of these.
In addition to the UK passenger rail market, Tracsis have recently completed a pilot scheme with an overseas state run rail network. Pilot schemes are developed for potential customers on a short term, low-cost basis and have proven to be an effective method of engaging customers on a longer term contract once the benefits of the Tracsis Software have been demonstrated. In addition to targeting new customers, the Directors believe there is scope to further enhance future revenue generated from the existing customer base through enhancing the current software offering.

Franchise Bid Support

The Tracsis Software is also used to support the bidding activities of transport operators when tendering for new rail franchises. Rail franchises are typically awarded on a 7-10 year basis, with break clauses for breach or poor performance. As each bid must be compiled and submitted within a 90 day period, the software can be used in a variety of ways to develop specific labour requirements which would be difficult to complete manually given this timescale. Given the renewal process, the Directors are of the opinion that revenue from bid support work will continue to be an important part of the Company's business in the future.

Bus Companies

Tracsis works with a major UK bus company with over 9,000 buses operating across a number of locations that currently utilise the BusTRACS software supplied by the Company for crew scheduling. The Directors believe that there will be opportunities in the future to expand further into the bus market and secure a larger market share.

FURTHER MARKETS, PRODUCT DEVELOPMENT AND STRATEGY

New Markets

The Directors are of the opinion that the Tracsis Software is suited to other transport sectors such as passenger airlines and rail freight, both of which have similar problem dynamics. The Company is currently exploring a number of opportunities in both the rail freight and airline sectors and the Directors anticipate at least one pilot project to commence in 2007.

The Directors believe that there is also increased scope for the adoption of Tracsis' products in markets outside the UK due to the international presence of some of its existing customers.

New Products

The Tracsis Software deals predominantly with solving the issue of efficient labour resource allocation. The Directors believe that there is a potential market for optimising the movements of vehicles in the transport industry and the Directors intend to invest in new products with a view to exploring these markets.

Vision

The Company's vision is to become a leading provider of operational planning software to global transport markets.

Directors

John Cameron McArthur (aged 32) Chief Executive Officer

John has been the Chief Executive Officer of Tracsis since the formation of the Company in January 2004. Prior to this he worked as an investment manager with Techtran, which specialises in developing the commercial potential of intellectual property developed at the University. John also worked for several years with Axiomlab plc, a technology venture capital company, and started his career with Arthur Andersen & Co. He holds a first class degree in Management Science from the University of Strathclyde in Glasgow.

Dr. Raymond Kwan (aged 50) Chief Technical Officer

Raymond is the Chief Technical Officer of Tracsis. He has a PhD in computer science and has dedicated his career to researching complex scheduling problems within the transport industry. Prior to the incorporation of Tracsis, Raymond worked as a senior lecturer within the School of Computing at the University, where he continues his research on a part time basis. Raymond has written a number of research papers published in journals covering driver scheduling.

Proposed Directors

Upon Admission, the Board of Tracsis will comprise John McArthur, Dr. Raymond Kwan and the four proposed directors whose biographies are set out below.

Rodney Desmond Jones (aged 55) Non-Executive Chairman

Rod has held a number of senior management roles in several different technology companies including: European Vice President at Cincom Systems Inc., International Director of Western Data Systems Inc. and President of NASDAQ listed Ross Systems Inc. He is currently Chief Executive Officer of Proactis plc, an AIM quoted provider of spend control software.

John Graeme Nelson (aged 60) Non-Executive Director

John is currently Chairman of First Class Partnerships; a strategic consultancy business which services the UK rail industry and is the 'Operator of Last Resort' for the Department for Transport. Prior to this, John was the Chief Executive of Network South East, centered on London, and also headed up the Eastern Region of British Rail. John has also served as Director of Laing Rail Limited who operate Chiltern Railways and has served on the Board of South Eastern Trains and Hull Trains.

Charles Stephen Winward (aged 38) Non-Executive Director

Charles is an Investment Manager at IP Group plc, a company which holds shares in the Company through Techtran. Charles joined IP Group in April 2007 to manage investments in Top Technology Ventures Limited, the IP Group plc's venture capital fund management subsidiary. Previously Charles was Vice President of Technology Infrastructure at JP Morgan Chase & Co, where he worked in a variety of roles in London, New York and Brussels, and an investment manager at Axiomlab, an AIM-listed early stage investment specialist. Charles has an MBA from the University of California at Berkeley and a Bachelors Degree in mechanical engineering from the University of Bristol.

Jay Darren Bamforth (aged 38) Finance Director

Darren graduated from the University of Bradford with a degree in Business Studies. He qualified as a Chartered Accountant with KPMG, becoming a Senior Manager in 1998. Whilst at KPMG, Darren was responsible for managing a portfolio of audit and accountancy clients. In 2002 he left KPMG to establish his own business advisory practice which specialises in supporting early stage and growing companies. Darren will work with the Company on a part-time basis, until such time that the size of Tracsis demands a full time Finance Director.