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February 8, 1989

P&P PLC MAKES UKP11.5m ONE-FOR-ONE SHARE SWAP OFFER FOR PERSONAL COMPUTERS PLC

By CBR Staff Writer

P&P Plc, the hardware and software distributor of Haslingden, Lancashire is making a recommended one-for-one share exchange offer for Bishopsgate, London-based Personal Computers Plc. At the current price of P&P’s shares the offer values Personal Computers at about UKP11.5m, a premium of some 60% over the overnight price of 140 pence for the shares of the Unlisted Securities Market counter. Since the directors of Personal Computers, who speak for 72.6% of the shares, have given irrevocable acceptances for the offer, it looks like a done deal. The directors have also agreed to keep the P&P shares to which they are entitled until the enlarged P&P group publishes its interim results this summer. The acquisition will involve P&P issuing 5.1m new shares, representing just over 15% of P&P’s enlarged share capital. Personal Computers, which is an IBM Authorised Systems Centre dealing in micro-based management systems, has been having a lot of administrative difficulties since going public in 1986. More acquisitions The company’s chairman, Malcolm Rolfe, commenting on its turnover figure of UKP1.1m last year, claimed that these problems would be ironed out with the introduction of an IBM management information system, and a new distribution centre in Bow, East London (CI No 1,036), but it looks as if continued late payments and bad debts have taken their toll. P&P, which announced the offer along with its end of year results, said that Personal Computers’ technical support and marketing expertise will help it to strengthen its position in the microcomputer and computer services market and does not view its administrative problems as serious. P&P, which turned in pre-tax profit up 83% at UKP7.5m, has been expanding its distribution network over the past year through the addition of systems integration, networking, training and other computer services. Marketing director Steve Brooker said that as Personal Computers had a completely different customer base from P&P, the acquisition will contrib-ute to P&P’s growing market presence in the South of England. The company’s current business is split 40% systems, 25% peripherals, and 20% software distribution, with related services ac-counting for the remaining 15%. With the acquisition of Training International last year, along with the present acquisition, P&P intends to become more of a computer services company, rather than being purely a distributor, but says that its current business split will not change significantly after the acquisition. P&P sees its results (see page five) as one in the eye for pessimists who have viewed the distribution market negatively over the past year, and says the changes made by IBM concerning microcomputer distribution (CI No 1,029) have not been detrimental to its business. The group expects further excellent results this year and says that it is in the market for still more acquisitions. Although there was not much movement in Personal Computers’ shares by the close of business yesterday, there is evidence of possible attempts at insider trading – three market-makers in the shares of Personal complained about a series of big buy orders on Tuesday night. According to the Evening Standard, the three firms were deluged by orders for the shares from a number of provincial stockbrokers late on Tuesday at 143 pence.

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