New 131Shop chief Wayne Bos appears to be using the shell of the doomed dotcom to make a grab for Mincom, one of Australia's largest software companies.
In an audacious and pre-emptive strike, 131Shop has acquired options over 19.9 per cent of the enterprise asset management company.
The Mincom board has not yet been appraised of Bos's intentions, however The Standard has learnt from Mincom that Bos has requested an interview with its chairman to discuss the situation.
CEO Frank Berger would await developments today before commenting, a Mincom spokesman said last night.
Mincom's board had not discussed the proposal but a meeting with Mincom chairman David Graham appears likely in the near future.
The key to the situation may to lie in the pre-emptive rights which attach to the Class A shares on which 131Shop is basing its play for equity in Mincom.
According to Mincom sources, the right to buy such shares must first be offered to existing shareholders, such as US construction giant Caterpillar and Colonial First State Equity. They are the only major institutional shareholders in Mincom and each hold about 12 per cent.
The identity of the individual shareholders who are prepared to sell their holdings to to 131Shop was not revealed last night. However the past year has seen widespread senior staff changes at Mincom and the departure of some executives with significant holdings has been accompanied by bitterness.
Mincom also revealed it has employed Deutsche Bank to oversee a private capital raising to fund future growth and provide liquidity to some existing shareholders.
Largest individual shareholder is thought to be Mincom founder and ex-chairman David Merson, with a 10 per cent to 12 per cent stake.
"A potential equity position in Mincom forms part of our strategy to acquire an interest in, or form alliances with, organisations complementary to the new 131Shop business. We look forward to discussing means of building and enhancing shareholder value with the Mincom board," said 131Shop chairman Wayne Bos.
The material terms of the call options are as follows:
* The options are exercisable by 131Shop at any time up to February 13, 2003 at a price of $2.50 per Mincom share.
* The obligation to transfer Mincom shares to 131Shop is subject to the pre-emptive rights contained in Mincom's Constitution.
* If the transfer of Mincom shares is pre-empted or if 131Shop fails to match an alternative offer, the options may be terminated, provided that 131Shop is reimbursed for its costs and paid an amount equal to 50 per cent of any consideration which the relevant Mincom shareholders receive in excess of $2.50 per Mincom Share.
* It is a requirement of the relevant Mincom shareholders who have granted the options to 131Shop over Mincom shares, that the options terminate if two or more of the Tomorrow nominees cease to be members of the 131Shop board and are not replaced.
* To the extent that the options will give 131Shop an interest in more than 15 per cent of Mincom, they are conditional on the approval of the Commonwealth Treasurer (through the Foreign Investment Review Board).
* The aggregate consideration provided by 131Shop for the grant of the options is $25,000 and 1,771,000 options over unissued 131Shop shares, exercisable within three years for an exercise price of $0.10, which options will be reconstructed if the proposed consolidation is approved on a 1 for 4 basis.
Brisbane-based Mincom is an enterprise application software provider to the mining, utilities, transport defence and government sectors. Its customers include Anglo American, Australian Defence Forces, BHP, Energex, Integral Energy, MIM, MTR Corporation, Pacific Power, Rio Tinto, Scottish Power and Union Pacific.