FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
19 July 2004
Commission File Number 000-02404
BALTIMORE TECHNOLOGIES PLC
(Registrant's name)
Innovation House
Mark Road
Hemel Hempstead
Hertforshire HP2 7DN
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [_]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b): _______
EXHIBIT INDEX
Press Release regarding Directors' interests in Baltimore Technologies plc dated
19 July 2004
19 JULY 2004
BALTIMORE TECHNOLOGIES PLC
(TICKER: REUTERS BLM.L OR BLOOMBERG: BLM LN)
(THE "COMPANY")
DIRECTORS' INTERESTS IN BALTIMORE TECHNOLOGIES PLC
Following the announcement on 6 July 2004, that Mr David Buchler, Mr Duncan
Soukup, Mr Tim Lovell, Mr George Wardale and Mr Robin Williams have been
appointed as Directors of the Company, the Company announces the following, in
relation to each of the Directors:
MR DAVID JULIAN BUCHLER
As at the date of this announcement, Mr David Buchler, Non-Executive Chairman,
has a beneficial interest in 59,999 ordinary shares of 1p each in the capital of
the Company ("Ordinary Shares") registered in the name of Pershing Keen Nominees
Limited, representing 0.11 per cent. of the Company's issued share capital. Mr.
Buchler also has 2 Ordinary Shares registered in his name of which 1 Ordinary
Share is held as nominee and trustee for Acquisitor Holdings (Bermuda) Limited
("Acquisitor Holdings"), which holds a total of 13,987,165 Ordinary Shares (1)
(representing 26.02 per cent. of the Company's issued share capital).
With a career spanning 30 years, David Buchler is recognised as a leading
practitioner in the field of corporate turnaround. In 2003, David established DB
Consultants in order to concentrate on turnaround assignments where a
significant hands-on involvement at board or senior management level is required
by people with the necessary experience and skills to manage a sustainable
recovery. A founding partner of Buchler Phillips, and until 2003, Chairman of
Kroll for Europe and Africa, his appointments have included cases on behalf of
major banks, lawyers, accountants, the Courts and the Department of Trade and
Industry. His investigation work has enabled him to lead inquiries into some of
the largest and most complex expert witness and fraud cases, both in the UK and
worldwide. In 1992 he was appointed by the courts to investigate the recoveries
that could be made from the Robert Maxwell estate.
David is specifically recognised for his success in reorganising and
restructuring companies. He was also responsible for representing Kroll's
interest in the turnaround market in the UK and other parts of Europe. David
began his career in 1970 at Bernard Phillips & Co, where he qualified as a
chartered accountant and became a partner in 1976. In 1978, he joined Arthur
Andersen as a principal, becoming a full partner in 1982.
_______________
(1) Acquisitor is the registered holder of 13,987,152 Ordinary Shares and there
are in addition 13 individuals who each hold 1 Ordinary Share as nominee and
trustee for Acquisitor.
David is a Fellow of the Institute of Chartered Accountants and a Fellow of the
Society of Turnaround Professionals.
The directorships of publicly quoted companies held by David Buchler (aged 52)
over the five years preceding the date of appointment are as follows:
Current: Tottenham Hotspur Public Limited Company
Ventura Maritime (Holdings) plc
Volvere plc
Previous: None
MR CHARLES DUNCAN SOUKUP
As at the date of this announcement, Mr Duncan Soukup, Interim Chief-Executive,
has 1 Ordinary Share registered in his name which is held as nominee and trustee
for Acquisitor Holdings, whose total shareholding is disclosed above.
Duncan Soukup is Deputy Chairman of Acquisitor Holdings. He is also Managing
Director of Acquisitor Plc and a Director of New York Holdings Limited. Duncan
is responsible for acquisition strategy and for identifying and investigating
potential targets. He has 20 years of experience of making investments in public
and private companies. From 1988 to 1994 Duncan served as a Managing Director of
Bear, Stearns & Co. Inc. where he established and ran the company's foreign
equity research and sales department.
The directorships of publicly quoted companies held by Duncan Soukup (aged 49)
over the five years preceding the date of appointment are as follows:
Current: Acquisitor Plc
Acquisitor Holdings (Bermuda) Ltd
New York Holdings Limited
Nettec plc
Previous: Colorado Medtech, Inc
MR TIMOTHY JAMES CAREY LOVELL
As at the date of this announcement, Mr Tim Lovell, Interim Finance Director,
has 1 Ordinary Share registered in his name which is held as nominee and trustee
for Acquisitor Holdings, whose total shareholding is disclosed above.
Tim Lovell is a Non-Executive Director of Acquisitor Holdings and Finance
Director of Acquisitor Plc. Tim was Finance Director of WI Carr from 1982 to
1986 and head of Asian stockbroking operations for Swiss Bank Corporation
International from 1986 to 1990. In early 1990 he jointly founded Marlin
Partners, an Asian stockbroking business, initially as a joint venture with Ord
Minnett. He opened a research office for Marlin Partners in India
and helped launch The India Gateway Fund in 1994 to invest in Indian smaller
companies. As a director he was actively involved in the operations of the fund
until the end of 1997. Tim is a chartered accountant and has over 15 years
experience in investment businesses.
The directorships of publicly quoted companies held by Tim Lovell (aged 49) over
the five years preceding the date of appointment are as follows:
Current: Acquisitor Plc
Acquisitor Holdings (Bermuda) Ltd
Previous: None
MR GEORGE WARDALE
As at the date of this announcement, Mr George Wardale, Non-Executive Director,
has 20,001 Ordinary Shares registered in his name, representing 0.04 per cent.
of the Company's issued share capital of which 1 Ordinary Share is held as
nominee and trustee for Acquisitor Holdings, whose total shareholding is
disclosed above.
George Wardale has spent the past 16 years as Chairman, Non-Executive Chairman,
Chief Executive or Director of a number of companies, usually brought in by
investors or advisers to help companies recover or to prepare them for
flotation. Prior to that, he spent 11 years as a trouble-shooter for Lonrho plc.
Since 1995 he has been Non-Executive Chairman of IPT Group, formed from the
management buyout of the bulk of the yarns and fabrics division together with
Textured Jersey unit of Coats Viyella. IPT is funded largely by Legal & General
Ventures. Other recent roles were at companies including IBL Holdings, Tibbett
plc, Dower Green Holdings, Trutex and Clares Equipment Holdings.
George has an MBA from Harvard Graduate School of Business Administration and an
Msc from Cranfield Institute of Technology. He is qualified as a chartered
accountant.
The directorships of publicly quoted companies held by George Wardale (aged 64)
over the five years preceding the date of appointment are as follows:
Current: None
Previous: None
MR ROBIN GEORGE WALTON WILLIAMS
As at the date of this announcement, Mr Robin Williams, Non-Executive Director,
has a beneficial interest in 19,999 Ordinary Shares registered in the name of
Pershing Keen Nominees Limited, representing 0.04 per cent. of the Company's
issued share capital. Mr. Williams also has 2 Ordinary Shares registered in his
name, of which one is held as nominee and trustee for Acquisitor Holdings, whose
total shareholding is disclosed above.
Robin Williams has extensive experience managing public companies engaged in
rapid growth and restructuring. He has been involved in private equity,
consulting and project work since 2001 and is a Non-Executive Director of
Constantine Holdings, a private family holding company.
Between 1998 and 2001, Robin was on the Board of Hepworth plc, a listed building
materials conglomerate with 650 million of sales, where he assisted with
strategy and turning around the company and was also a Divisional Managing
Director of the Home Products Division. Robin was instrumental in the sale of
the group to an industrial competitor in 2001.
Prior to Hepworth, Robin was Chief Executive and Co-Founder of Britton Group
plc, a packaging company that was sold in 1998 to a US competitor. During his
six years as Chief Executive of Britton, Robin raised over 150m from investors
and completed 10 acquisitions. Britton was transformed from a small listed shell
company to having an enterprise value of more than 250m and generating profits
of over 20m. Robin also has extensive corporate finance experience, having
worked at Salomon Brothers, UBS and County Bank. In addition, he spent four
years at Peat Marwick Mitchell & Co where he qualified as a chartered
accountant.
The directorships of publicly quoted companies held by Robin Williams (aged 47)
over the five years preceding the date of appointment are as follows:
Current: None
Previous: Hepworth plc
There are no other matters which are required to be announced as required under
paragraph 16.4 of the listing Rules.
Dated: 16 July 2004
---ENDS--
ENQUIRIES:
BISHOPSGATE COMMUNICATIONS LTD TEL: 020 7430 1600
Maxine Barnes
Dominic Barretto
Email: maxine@bishopsgatecommunications.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
theundersigned, thereunto duly authorized.
Baltimore Technologies plc
By: /s/ Timothy Lovell
------------------
Name: Timothy Lovell
Title: Interim Finance Director
Date: July 19, 2004