EXHIBIT 99.1
News Announcement [BRIGHT STATION LOGO APPEARS HERE]
30 April 2001
Bright Station Plc ("Bright Station" or "the Group")
Current Financing Status, Group Restructuring
and Proposed Board Changes
Introduction
The Board of Bright Station is engaged in active discussions with potential
investor groups regarding financing proposals to obtain additional funds in the
immediate short term to secure the Group's financial position. The Board has
concluded that it is no longer feasible to continue its current rate of cash
expenditure in support of all of its business initiatives notwithstanding their
potential for value creation. Accordingly the Board has determined a radical
restructuring of the Group to reposition it as a "pure play" knowledge
management business through its Smartlogik subsidiary.
In the preliminary statement of 28 February, 2001, it was stated that the Board
would continue to review options to ensure that additional capital was available
for further investment in the business and to take whatever action was necessary
such that the Group continued to operate within its available cash resources.
The financing discussions and restructuring proposals are necessary in the
context of the finite cash resources currently available to the Group and are
consistent with this position.
Current Cash Position
As stated below, the current cash position together with the anticipated costs
to effect the restructuring will require additional funds in the immediate short
term to secure the Group's financial position.
In the year to date, Bright Station has accelerated its cash spend on the
roll-out of its Smartlogik activities whilst continuing to support the other
businesses of the Group. This follows on from having invested in the
infrastructure build and management teams in late last year. As of 31 March
2001, the Group had available cash resources of (pound)7.4 million ((pound)16.3
million at 31 December, 2000) but has continued to consume cash at a similar
rate to Q1 2001 through April. In order to conserve cash, the Group is taking
further action, in addition to earlier steps taken including those taken in Q1
2001 in relation to the WebTop subsidiary, to reduce the rate of operational
cash outflow at both the operating business level and head office.
Contd./ 2
Status of Financing Discussions
Bright Station is currently negotiating a number of financing options with
different potential investor groups. Wit SoundView Europe Ltd. and William Blair
International, Limited have been engaged to assist Bright Station in fund
raising activities with both financial and strategic investors. Based on the
current status of these discussions the Board remain confident that additional
finance will be made available to the Group.
In addition, the Board has agreed in principle, but not yet legally contracted,
with Credit Suisse First Boston for a convertible bond facility.
This facility would be drawable in tranches and would be contingent upon a
minimum market capitalisation of (pound)30 million for the Group at the point of
signing. At the close of business Friday 27 April the Group's market
capitalisation was (pound)36 million. The first tranche would provide a minimum
of (pound)2.5 million. Subsequent tranches could provide substantial additional
funding for the Group subject to certain milestone achievements and market
capitalisation growth. However, the first tranche in itself would not be
sufficient fully to resolve the Group's financial requirements and consequently,
other initiatives currently being explored would need to be concluded.
Group Restructuring
As the market is aware, it has always been the Group's intention to float
Smartlogik as an independent public company, but because of capital market
conditions it will not be possible to achieve this in the near term. Therefore,
the Board believes that shareholder value will be best served by Bright Station
being repositioned as a focussed "pure play" knowledge management business
through its Smartlogik subsidiary.
Consequently the Board is immediately rationalising the eCommerce businesses of
the Group, which may include the disposal or closure of Sparza and Officeshopper
and reduction in corporate overhead. In this connection, the Board has also
received an expression of interest from Dan Wagner, Chief Executive of Bright
Station, to acquire certain assets and liabilities associated with the eCommerce
businesses of the Group. The precise terms of this proposal have not yet been
tabled, but the Board understands that this may lead to a reduction in
anticipated closure costs. Discussions remain ongoing with Mr. Wagner in this
respect.
Contd./ 3
Smartlogik Status
The Board believes that the knowledge management market has substantial growth
potential and that Smartlogik is well placed to take advantage of such
potential.
Smartlogik (www.smartlogik.com) is a leading provider of search and
categorisation solutions enabling unstructured information to be presented with
a high degree of precision and relevance. In addition to its strong intellectual
property assets and experienced and credible management team, the company has a
growing and impressive client list including Yell.com, Virgin Group, the BBC,
the DTI, and NASA amongst others. Smartlogik has recently announced important
distribution partnerships with IBM, Intel and Norcontrol and enjoys an important
technology partnership with Fujitsu in Japan.
Smartlogik would benefit from the Company's public listing, the (pound)80
million of tax losses and would be the only focus of the Group's financial
resources.
Proposed Board Changes
Subject to successful completion of the restructuring and securing additional
finance into the Group, it is intended that the operating board of Smartlogik,
led by David Jefferies CBE, Chairman, and Stephen Hill, Chief Executive, would
become members of the PLC board and that most of the existing Board of Bright
Station would step down, including the Chairman (Allen Thomas), Chief Executive
(Dan Wagner) and Finance Director (David Mattey).
The Board believes that Smartlogik is a company of significant potential and, if
adequately funded, its management is capable of delivering substantial value for
shareholders, particularly if free from any legacy issues associated with the
current Bright Station structure.
Q1 2001 Trading
The Board currently anticipates that Q1 2001 results will be released no later
than 31 May 2001.
As announced on 6 April 2001, revenues for Smartlogik are continuing to grow
quarter-on-quarter, as will be reflected in the Q1 results.
A further announcement will be made in due course.
Contd./ 4
For further enquiries, please contact:
Allen Thomas,Chairman
Bright Station plc 0207 930 6900
John Olsen
Hogarth Partnership (for Bright Station) 0207 357 9477
NOTES TO EDITORS
Wit SoundView Europe Limited
Wit SoundView Europe Limited is the European arm of global investment banking
firm Wit SoundView Inc (NASDAQ: WITC) which focuses exclusively on the
Technology, Media and Telecommunications sectors. It offers a strong complement
of investment banking services, including public offerings, M&A, private equity
placements and strategic advisory services. Wit SoundView Europe Limited is
regulated by The Securities and Futures Authority Limited.
All enquiries should be directed to:
Kevin Bone
Director, Investment Banking
+44 (0) 20 7070 3673
+44 (0) 79 4902 4590
kbone@witsoundvieweurope.com
William Blair International, Limited
William Blair International, Limited is regulated by the Securities & Futures
Authority, and is part of the William Blair & Company, L.L.C. group. Founded in
1935, William Blair & Company, L.L.C. is an independent, US headquartered
investment firm offering investment banking, equity research, institutional and
private brokerage, asset management and private capital to individual,
institutional and issuing clients. For more information, please visit
www.williamblair.com.
All enquiries should be directed to:
Edward C. Cappabianca
Co-Head, European Investment Banking
+44 (0) 20 7868 4400
Contd./ 5
Biographies of Smartlogik management
David Jefferies C.B.E, Chairman Smartlogik
From 1989 to 1999 David Jefferies was Chairman of National Grid Group plc (LSE:
NGG) and from 1992 to 1999 he was both Director and Chairman of Viridian Group
plc (LSE: VRD) (formerly Northern Ireland Electricity). He led the expansion of
the National Grid Group in the USA and in South America and was responsible for
the foundation of Energis Telecommunications (LSE: EGS) in 1992. Both Viridian
Group plc and National Grid Group plc listed on the London Stock Exchange during
his Chairmanship.
He had previously been Chairman of London Electricity, from 1981 to 1986. David
Jefferies is currently Chairman of 24/Seven, the utility service provider, a
member of the Board of the Strategic Rail Authority, and Chairman of the
Indo-British partnership, designed to promote bi-lateral trade with India.
Stephen Hill, CEO Smartlogik
Prior to joining Smartlogik as CEO in June 2000, Stephen's prior position was as
Managing Director of Europe for Inktomi (NASDAQ: INKT). Whilst there, he
established Inktomi as the market leading Internet-infrastructure company in
Europe, in all major markets, taking revenue from nil to $65 million. Prior to
this, Stephen held international management roles within Gentia Software (as VP
International 97-98), Interleaf (as VP International and a member of their
Executive Board 93-97; recently acquired by Broadvision), and Oracle Corporation
(as General Manager 87-93). Born and raised in Wales, Stephen has a degree in
philosophy.