EXHIBIT 99.3
FOR IMMEDIATE RELEASE CONTACT: W. Michael Smith
Chief Operating Officer
(972) 301-2450
www.minorplanetusa.com
MINORPLANET SYSTEMS USA, INC. ANNOUNCES MAJORITY OWNERSHIP TO END WITH
MINORPLANET SYSTEMS PLC'S TRANSFER OF 42.1 PERCENT OF COMPANY'S OUTSTANDING
COMMON STOCK
RICHARDSON, TEXAS, AUG. 21, 2003 - Minorplanet Systems USA, Inc. (NASDAQ: MNPL),
a leading provider of telematics-based management solutions for commercial
fleets, today announced that it signed a binding letter of agreement to end the
majority ownership position of Minorplanet Systems PLC (MPUK), which currently
holds 62 percent (30 million shares) of the outstanding common stock of
Minorplanet Systems USA, Inc. (MPUSA).
Under terms of the agreement, and subject to certain conditions to closing
discussed below, MPUK will transfer 20.4 million shares of MPUSA common stock to
Erin Mills Investment Corporation for a nominal amount. Following the transfer,
Erin Mills will hold 22.2 million shares of MPUSA common stock (46.7 percent of
the outstanding common stock of MPUSA).
In connection with the MPUK share transfer to Erin Mills, MPUSA also entered
into a Stock Repurchase Option Agreement with Erin Mills under which MPUSA has
the option to repurchase from Erin Mills up to 19.4 million shares of MPUSA
common stock for a nominal purchase price. Erin Mills currently holds
approximately 3.8 percent of the company's common stock outstanding. Gerry
Quinn, the president of Erin Mills, currently serves on the MPUSA board of
directors.
In addition to the foregoing and subject to certain closing conditions discussed
below, the following items have also been agreed to between MPUSA and MPUK:
- MPUK will irrevocably waive certain approval rights, including the
right to appoint members to the MPUSA board, as are currently provided
for in the Stock Purchase and Exchange Agreement dated Feb. 14, 2001.
- MPUK will waive $1.8 million of accrued executive consulting fees that
it had previously billed to MPUSA.
- The Exclusive License and Distribution Agreement, which grants to
MPUSA's subsidiary a 99-year, royalty-free, exclusive right and license
to market, sell and commercially exploit the Vehicle Management
Information(TM) (VMI(TM)) technology in the United States, Canada and
Mexico, will be amended to grant MPUK, or its designee, the right to
market and sell the VMI technology, on a non-exclusive basis, in the
Northeast region of the United States. MPUSA will retain the right to
market and sell the VMI technology under the Minorplanet name and logo
in this Northeast region.
- MPUK will obtain anti-dilution rights from MPUSA, under which it will
have the right to subscribe for and to purchase at the same price per
share as the offering or private sale, that number of shares necessary
to maintain the lesser of (i) the percentage holdings of MPUSA stock on
the date of subscription or (ii) 19.9 percent of MPUSA's issued and
outstanding common stock.
- MORE -
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MINORPLANET SYSTEMS USA ANNOUNCES MAJORITY OWNERSHIP TO END WITH MINORPLANET
SYSTEMS PLC -- PAGE 2
The closing of all of the proposed transactions is subject to the receipt of the
approval of the shareholders of MPUK, including the approval of the related
shareholders' circular soliciting such shareholder approval by the United
Kingdom Listing Authority.
"We believe that the decision of MPUK's management to significantly reduce their
common stock ownership in our company is a very positive event that will provide
us with the opportunity to substantially improve the growth potential of our
company," said W. Michael Smith, chief operating officer of Minorplanet Systems
USA. "Once the transfer of these shares to Erin Mills is completed, the Stock
Repurchase Option Agreement should provide us with the opportunity for future
fund raising with less dilution to existing shareholders, or we can retire and
cancel such shares from treasury, or do a combination of the two."
ABOUT MINORPLANET SYSTEMS USA, INC.
Minorplanet Systems USA, Inc. (minorplanetusa.com) markets, sells and supports
Vehicle Management Information(TM) (VMI(TM)), a state-of-the-art fleet
management solution that contributes to higher customer revenues and improved
operator efficiency. VMI combines the technologies of the global positioning
system (GPS) and wireless vehicle telematics to monitor vehicles, minute by
minute. The company also markets, sells and supports a customized, GPS-based
fleet management solution for large fleets like SBC Communications, Inc., which
has approximately 34,000 installed vehicles now in operation.
Headquartered in Richardson, Texas, Minorplanet currently markets its VMI fleet
management technology in the Dallas/Fort Worth, Houston, Atlanta, Los Angeles
and Austin, Texas, markets, with plans for expanding into other metro markets in
the future.
LEGAL NOTICE TO INVESTORS: Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the company "expects,"
"believes," "anticipates" or words of similar import. Similarly, statements that
describe the company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements generally involve
known and unknown risks, uncertainties and other facts, which may cause the
actual results, performance or achievements of the company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: ability to raise capital; acceptance of new product offerings;
ability to achieve and maintain margins during periods of rapid expansion;
availability of capital to fund expansion; market conditions; general economic
and business conditions; business abilities and judgment of management and
personnel; and changes in business strategy and competition. For a listing of
risks applicable to the future prospects of the company, please refer to the
reports filed with the SEC, such as recent 10-K and 10-Q Reports.
"Minorplanet" is a federally registered trademark and service mark of
Minorplanet Limited. "Vehicle Management Information," "VMI," "Minorplanet
Systems USA" and orb logotype are trademarks and service marks of Minorplanet
Limited.
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(MNPL304)