drs.J.W.Swaen Historicus www.blikopderwereld.nl
Chief Executieve Officer
Chief Financial Officier
|History of Landis by Landis In 1990 Landis was founded by an experienced group of individuals specialised in wholesale marketing and network technology. They built the company based on the theories of two leading marketing experts, Philip Kotler and Michael Porter, upon which the strategy and organisation of Landis is based.
These marketing theories highlight the dichotomy between added value and quantity sales prevalent within the distribution process. Landis focussed on in pre-sales and after-sales service by creating a European organisation designed to support its customers by adding value through technical expertise and excellent customer service.
Landis opened a new subsidiary in Belgium.
Landis opened a new subsidiary in Germany.
Landis opened a new subsidiary in France.
To bridge the increasing knowledge gap in the fast-growing ICT market, Landis opened its first educational training centre in 1997. Landis ICT Training is an educational institute that provides courses to European resellers and end-users.
Landis ICT Facilities (Landis Logistical Services) began leveraging her services in finance, logistics, purchasing and other operational services to all Landis subsidiaries with a new and experienced management team.
Landis ICT Services (Landis Professional Services), the youngest division of the Landis Group N.V., provides specialised engineering and consulting services to our reseller partners in the European market.
Landis opened new subsidiaries in Austria, Denmark, Norway, Spain and Sweden.
Cees van Steijn (1951), temporary statutory director Landis Cees van Steijn studied at the Higher School of Economics in Amsterdam and achieved his MBA in Lausanne, Switzerland. From 1976 to 1981 he worked at Fokker BV. and from 1982 to 1993 as consultant at Van de Bunt organisation consultants in Amsterdam. After this, he acted as General Dierector at Meulenhoff Educatief BV in Amsterdam. From 1997 to mid 1998 he also acted as General Director at SMD Educatieve Uitgevers in Leiden. In 1999 he was appointed temporary divisional director at Rai Amsterdam.
In the past two years, he fulfilled several interim assignments, among them are Arriva Personenvervoer NV in Heerenveen, Radio Nederland Wereldomroep in Hilversum and the ministry of LNV. In the last year, he was temporary member of Newconomy's Executive Board.
Cees van Steijn is member of the Supervisory Board at e-business agency Explained DC and at Explainer Ghana Ltd.
|key figures Amounts in NLG x 1,000
(II) pro forma
|Utrecht, 26 March 1999|
|Strong growth of Landis groep net profit|
|Landis Group N.V. reported a 134% higher net profit of NLG 12 million for 1998 (1997: NLG 5.1 million). Net turnover increased from NLG 201 million in 1997 to NLG 447 million in 1998, an increase of 122%. The operating profit increased to NLG 22 million (1997: NLG 9.4 million). Earnings per share rose from NLG 0.73 (EUR 0.33) in 1997 to NLG 1.36 (EUR 0.62) in 1998, a rise of almost 88%. As a result of the issue at the time of the listing in April 1998 and the addition of the profit to the reserves, solvency increased from 23.8% at year-end 1997 to 47.9% at year-end 1998. The number of staff increased from 178 at year-end 1997 to 338 at year-end 1998. The Management Board of Landis expects an autonomous increase of both turnover and profit of at least 50% in 1999.|
|Utrecht, 22 April 1999|
|Landis group n.v. expands to scandinavia|
|Landis Group N.V. (Landis) has reached an agreement with Scandinavian ICT-group Dennis Bergström AB (Dennis Bergström) on the acquisition of its distribution, training and services activities. Dennis Bergström focuses, as Landis, on innovative internet-technology and has been active for several years in the specialised network solutions market. Dennis Bergström was founded fifteen years ago and employs 72 people in permanent service. Apart from several offices in Sweden, Dennis Bergström has offices in Norway and in Denmark. Dennis Bergstöm realised a turnover of SEK 390 million/NLG 100 million in 1998. The acquisition will be funded in cash. Landis expects the acquisition to already make a positive contribution to the earnings per share in 1999.|
|Utrecht, 14 September 1999|
|Landis statement regarding Ilion Group|
|andis Group Nv advises that the following announcement has been issued to the London Stock Exchange by ilion group plc, the European distributor of computer network, communications and Unix products.
"The Board of ilion group plc ("ilion" or "the Company") announces that it has received an approach from landis Group NV ("Landis") which is likely to lead to an offer for the share capital of the Company at 160 pence per share in cash. The Board of ilion has indicated to Landis that it would recommend such an offer to its shareholders. A further announcement will be made in due course."
The Board of Landis advise that the announcement issued by Ilion is accurate, and confirms that a further announcement will be made as soon as possible with regards to Landis' approach to ilion.
|Utrecht, 15 September 1999|
|Recommended cash offer for ilion group plc|
|The boards of Landis Holdings (UK) Limited and ilion group plc announce the terms of a recommended cash offer to be made by ING Barings on behalf of Landis Holdings (UK) Limited, an indirect wholly owned subsidiary of Landis Group N.V., for the whole of the issued and to be issued share capital of ilion not already beneficially owned by Landis.|
|Utrecht, 17 September 1999|
|Landis group net profit up 74% in first half of 1999|
|Developments in the first half of 1999|
|The last six month Landis Group has focused on the further build-up of the organisation to implement the European formula. Despite the efforts necessary towards this objective, turnover has risen organicly by 48% compared to the turnover in the first half of 1998. As a result of the acquisitions of Schneider & Koch and Dennis Bergström AB, Landis Group has strengthened its position in Germany, Norway, Sweden and Denmark. This is part of the Landis Group’s strategy to change from a value added distributor into a total service provider in the field of ICT in the countries of Europe which cover over 90% of the European demand for ICT-products. This complete package includes the activities of UniversIT, Landis ICT Services and FacilIT.|
|Comments on results|
|Sales in the first half of 1999 increased by 54%. This increase is above the expectation as mentioned in the 1998 annual report. The organic growth was approximately 48%, while the acquisition that was completed in the first half of 1999 contributed approximately 6%. The gross margin has increased as a result of economics of scale and the increase in turnover of services and training from 13.8 % in the first half of 1998 to 14.7 % in the first half of 1999.
Total operating costs as a percentage of sales has risen from 9.3% to 10%. This rise has been caused by higher expenditures on the training of new employees, the hiring of highly-qualified staff for the growing training and service activities and improvement of the internal organisation. These expenditures fit the policy of Landis to prepare the company on the commercial, training, service and supporting areas for the growth that is expected after this year. Operating result has increased from 4.5% in the first half of 1998 to 4.7% in the first half of 1999. Taxrate has been reduced slightly as a result of changes in the origins of profits. Because of the increase in turnover the total balancesheet has increased from NLG 201 million in 1998 to 277 million per June 30, 1999.
|Further expansion of the European offices|
|In the first half of this year, Landis was able to improve its strong position in the Benelux. The goal to grow further in telecommunications has proven successful, the Dutch Ansacom has realised fast growth since its acquisition at the end of 1998. Landis Belgium has again grown strongly and has also successfully started the trainingactivities of UniversIT. Further developments in the area of services are expected in the second half of this year.
The German organisation has significantly been strengthened by the acquisition of the activities of Schneider & Koch. The integration and reorganisation into the Landis model continued in the first half of this year. The activities in the service-area of Landis ICT Services and the trainingactivities of UniversIT directly contribute to the show results and it is possible to expand these across the entire customer-base.
Landis France has maintained its position in the first half of this year and has started a number of alliances to be able to meet the fast growing demand for training and services.
The successful activities in the United Kingdom have been expanded further. Like in France, a number of alliances have been started to be able to meet the fast growing demand for training and services.
The Scandinavian market, that might be called progressive with respect to ICT, has been entered into by the take-over of Dennis Bergström with offices in Norway, Sweden and Denmark. The restructuring and integration has been started. Discussions have started with Landis' most important suppliers to enter local markets together and results are expected in the second half of 1999.
|Important market developments confirm strategic choices|
|Important changes within the European ICT market are becoming clear. Because of the fast expanding number of Internet users in both the business and the consumer segments, a fast increase in network-infrastructure is apparent. Nevertheless, Europe still lags behind the United States when it comes to the number of Internet users. Approximately 14 % of the population is online in Europe, compared to 45% in the United States. In the period of 2000-2003, an increase of 50% is expected in the number of Internet users in Europe.
The markets that are expected to show growth are Germany, The United Kingdom, France, Benelux, Denmark, Norway and Sweden. Furthermore new applications are being launched to improve the productivity of the business users and to considerably reduce the cost to manage ICT through the use of Internet based technology (E-Commerce and “Convergence”, the integration of data-, voice-networks and applications). The technology is becoming less complicated for the user, however the technicians, who implement, integrate and manage the technology are scarce, and this shortage will only increase in the coming years.
Landis Group therefore expects an increasing number of customers in mainly the small business segment to demand support in the design, implementation, and managment of the new generation ICT network solutions. As a result, there is a growing need to train newly recruted technicians quickly to enable them to suppport all new technologies. Certification programs are therefore of the utmost importance. This results in significant growth potential for the service providing and the training activities of Landis.
On the supply side there is a clear repositioning in the ICT market, which is driven by fast growth of internet technology. The growing market share of American suppliers, Nortel Networks, Lucent Technologies, and Cisco Systems could pose a threat to European producers. Furthermore, it is expected that Intel will become an important supplier in the networking market.
|On the basis of the results in the first half of 1999 the board of directors of Landis Group is optimistic about the total result for the whole of 1999 and therefore maintains, unexpected circumstances not occurring, its expectation, as stated in the annual report for 1998, that turnover and net profit will increase at least 50%.|
|In August 1999 a total of 785.000 shares Landis Group, an increase in the share capital of 8.3%, have been issued and placed at to a number of institutional investors. Total equity has increased with NLG 39 million. The proceeds of this issue will be used by Landis Group to finance acquisitions that already have been made, and further growth.|
|Approach ilion group plc|
|Total operating costs as a percentage of sales has risen from 9.3% to 10%. This rise has been caused by higher expenditures on the training of new employees, the hiring of highly-qualified staff for the growing training and service activities and improvement of the internal organisation. These expenditures fit the policy of Landis to prepare the company on the commercial, training, service and supporting areas for the growth that is expected after this year. Operating result has increased from 4.5% in the first half of 1998 to 4.7% in the first half of 1999. Taxrate has been reduced slightly as a result of changes in the origins of profits. Because of the increase in turnover the total balancesheet has increased from NLG 201 million in 1998 to 277 million per June 30, 1999.|
|Profile Landis Group N.V.|
|Landis Group N.V. is a fastgrowing company operating on the European market for information and communication technology. Landis Group N.V. supplies a highly specialized range of solutions in ICT and supplemental services and training. The activities of Landis Group N.V. have been divided in: Networkinfrastructure, Inter/Intra/Extranet, Telecommunications, Landis ICT Services, and UniverIT Training . Landis Group N.V. has offices in the Netherlands, Belgium, Germany, France, the United Kingdom, Sweden, Denmark, and Norway.|
|consolidated profit and loss account sheet.|
|For more information contact :|
|In the press announcement, issued by Landis on the 14th of October 1999, was stated that Landis (beneficially) owned appr. 93% of outstanding ilion stock. Up until today 4% has been added, therefore Landis now owns 97%. Landis expects the remaining 3% to be offered within a short time. The listing of ilion shares at the London Stock Exchange was ended on the 12th of November 1999. The entire take-oversum, including costs and stock options which can be exercised, amounts to approximately NLG 140 million (EUR 64 million).
Per the 15th of November 1999 1.2 million shares in Landis were placed with institutional investors at a price based on the average price of the shares in Landis on the Amsterdam Exchanges in the last weeks. The proceeds of this placement, combined with the placement of 1.585.000 shares in Landis of the 15th of October 1999, are sufficient to finance the take-over of ilion. The total number of Landis shares outstanding, after both placements totalling 2.785.000 shares, is 13.082.929. This means an expansion of the sharecapital by 27%, of which 15% per October 15, 1999 and 12% per November 15, 1999.
Both placements were arranged by de Nationale Investeringsbank who issued press announcements on both placements. It is expected that the prospectus of both placements will be published around the first of December 1999.
|Integration of ilion according to plan|
|Through the take-over of ilion, the number of countries in which Landis is active was expanded with Austria and Spain. Landis already was active in the Netherlands, Belgium, Germany, France, the United Kingdom, Norway, Sweden and Denmark. The break-up of the turnover ilion realised in 1998, GBP 245 million (EUR 379 million) was as follows:
United Kingdom GBP 108 million (EUR 167 million), France GBP 98 million (EUR 151 million), and the rest GBP 39 million (EUR 60) in Germany, Netherlands, Belgium, Austria and Spain. From this the big presence of ilion in the United Kingdom and France is clear. In the first half of 1999 ilion has further strengthened its position in France.
The integration of ilion is being executed according to the plans formulated beforehand. In the first phase of the integration, the activities in the different countries have been co-ordinated. In practice, this means that for every subsidiary the optimal location and personnel deployment have been determined. For the most important countries this means the following:
Landis personnel at the office in Ivry-Sur-Seine have moved into the ilion office in Suresnes (Paris). This office is headed by Jean-Loup Desamaison-Cognet, formerly the Managing Director of ilion France.
Landis personnel at the office in Sunbury-on-Thames have moved into the ilion office in Chessington. This office is headed by Roger Paul (Chief Sales Officer of Landis Group N.V.), formerly the Managing Director of Landis UK.
In the Netherlands the offices of Landis and ilion will remain active separately, because the customers and technologies in which these offices specialise don’t overlap. Ilion Netherlands will use the Landis back office facilities like Purchase, Logistics and Administration.
Ilion personnel at office in Brussels have moved in the offices of Landis in Kontlich (Antwerp). This office is headed by Patrick van Abbeny, the Managing Director of Landis Belgium.
The activities of Landis and ilion will be merged into a new office in in Mönchen-Gladbach. The office will be headed by Norbert Bäck and René Oskam, both formely employed by Landis Germany. Norbert Bäck will also be responsible for the Austria office and the development of the Landis activities in Eastern Europe.
As of januari 1, 1999 the complete range of technologies which are represented by ilion will be offered to the customers of Landis. The management remain unchanged.
The activities of the ilion office in Madrid will merged in the logistic system of Landis.
The Headquarters of Landis were and will be in Utrecht. The groupactivities, such as the departments Finance, Marketing, Information and Communicationtechnology, Human Resources Management and European Productmanagement will remain concentrated in Utrecht.
Board of Directors
The Board of Directors of the extended Landis Group will remain unchanged.
The Chief Executive Officer, the Chief Finance Officer as well as the non executive Directors have resinged and are no longer employed by ilion.