USC Announces Agreement with Logica 23 October 2000 Utility Services Corporation Limited (USC) today announced it has signed an agreement with Logica PLC (Logica), a major British software firm, for the sale of the bulk of its information technology arm for an estimated total value of $105 million. The features of the transaction are: 1) MITS, the IT systems business, and Prospect, the IT consulting arm of USC, are to be transferred to Logica for an initial payment of $87.5 million cash on settlement. 2) USC will additionally receive an adjustment for the excess of net assets at completion over a predetermined base amount. This adjustment will be limited to a maximum of $20 million and will be payable approximately 45 days after settlement. 3) USC will have access to MITS/Logica's IT people resource, at a preferential rate for 10,000 man days per annum for the next six years. 4) USC will retain its MOSAIC intellectual property for uses in e-commerce, knowledge management and other applications outside the Scada utility sector. 5) USC will retain a continuing relationship with Logica through the interchange of senior staff and the teaming agreements with the ongoing businesses of USC. 6) Conditions precedent include shareholder approval, FIRB approval, agreement by key MITS employees to join Logica and the consent for material contracts to be transferred to Logica. In addition to the MOSAIC intellectual property, USC will retain all of its Infrastructure and Business Services businesses. Mr Lord said, ''the retention of the remaining businesses plus the MOSAIC IP and the access to the MITS/Logica people should provide a basis for significant growth and expansion. The cash, after taking into account any shareholder distribution, will be available to finance this expansion.'' Shareholder approval is required and this will be sought at USC's Annual General Meeting to be held on 29th November 2000. A summary of the transaction will be included in the Notice of Meeting. About USC USC is a listed company with market capitalisation of $80 million and staff of 700 and is a leading provider of products and services to utilities. Geoff Lord |