Acorn Computer Group

Rights Issue & Official List

Further text from the 1994 Annual Report.

History and development of the Acorn Group

Acorn was founded in 1978. Following early success with the BBC Microcomputer, the Company was floated on the USM in 1983, and in 1985 Olivetti acquired a 79.8 per cent. shareholding in Acorn. Awarded the Queen's Award for Technology in 1984 and again in 1992, the Group was a pioneer in the field of RISC (Reduced Instruction Set Computing) technology and in 1987 launched the Archimedes, the first commercially available RISC-based personal computer.

The Group's principal operating division, Acorn Computers Ltd, continues to focus on the development of low cost personal computers utilising RISC technology. In April 1994, Acorn Computers Ltd successfully launched the Risc PC, for which it was recently awarded first place in the secondary category of the Educational Computing & Technology 1994/1995 Awards. The Risc PC will shortly become IBM-compatible with the introduction of Acorn Computers Ltd's PC 486 card, a low cost second processor card scheduled for general release in April 1995. Acorn Computers Ltd has established a reputation as an innovative provider of high performance but low cost computers, in particular for the education market in the UK and, increasingly, overseas.

In 1990 Acorn recognised that it's RISC microprocessor design activities could be developed on a much broader front. Acorn therefore transferred its microprocessor design activities into a new joint venture company, Advanced RISC Machines Limited ('ARM'), which was established as a collaborative venture with Apple Computers and VLSI Technology. Acorn retains a 42.8 per cent. interest in the share capital of ARM, which has developed one of the world's leading ranges of RISC microprocessors and is now contributing strongly to Group results. ARM has exciting growth prospects as evidenced, inter alia, by its recent announcement of a licensing and joint development agreement with Digital Equipment Corporation to develop a new family of high performance, lower power consumption 'StrongARM microprocessors.

Further opportunities to exploit Acorn's technology and design skills were identified in 1994 and led to the establishment in July of a new operating division, Online Media, to create products and services for the emerging worldwide market of interactive online multimedia as described below.

The activities of the Group are therefore now divided into three distinct operating areas: Acorn Computers Ltd, the investment in ARM and Online Media.

Online Media

Acorn believes the emerging market for interactive multimedia products and services is potentially extremely large. Online Media views the interactive multimedia market as all households, offices, schools and colleges within the developed world that have, or may have, a requirement for digital two-way communication between a television and/or a personal computer and a remote host computer or computers across a wide area network. Services are likely to range from video on demand and video games to home shopping, on-line financial services, database access and distance education. Growth in this market is expected to be rapid. An independent market analyst forecasts, for example, that video on demand subscribers in Europe will increase from approximately 40,000 at the end of 1995 to approximately 4.6 million by the end of 2000.

Online Media has the skills and technology base to exploit this new market. Initially, Online Media has used Acorn's existing skills and technology base to develop the essential control device or 'set-top box' which will be used in the home, office, school or college to receive, decode, manage and distribute the services to which the customer will have access. Online Media is currently enhancing the intelligence and functionality of such devices whilst reducing their cost, a prerequisite for mass market acceptance of these products.

Acorn and Online Media recognise the importance of ensuring that Online Media's products and services will be capable of operating in the standard environments which are expected to emerge for communications, infrastructure and networking software. Online Media has already entered into licensing agreements with Macromedia Inc. and Oracle Corporation, allowing access to and compatibility with the key proprietary technologies that these companies have developed. Additionally, in November 1994 Online Media and Digital Equipment Corporation signed a co-operative technology development agreement, under which the two organisations will work in partnership to develop and exchange technologies for interactive television. The first collaboration will permit Online Media set-top boxes to operate with Digital's servers.

In due course, Online Media intends to sub-contract the mass production of set-top boxes and to license set- top box designs and part designs to third parties. The first design is now in small volume production and units have been supplied to demonstration sites and development laboratories in the United Kingdom, the United States, Canada, France, Germany, Sweden, the Netherlands and New Zealand. In addition to the development and sale of set-top boxes, Online Media will offer consultancy services to help network operators run interactive multimedia trials and to assist the owners of data such as films, sales catalogues and computer games in creating services to make their data available to interactive multimedia users.

The interactive multimedia market is still in its formative stages and large scale commercial exploitation of the market is not likely to begin until 1997 at the earliest. In the intervening period the market will be characterised by intensive competition between cable, satellite and telephone companies, investing heavily in order to develop the necessary technologies and infrastructure to establish leadership in this market. Online Media's strategy is to participate in the early development of the market by working closely with telecommunications and cable network operators and with other key participants in the industry. Trials are now running or being established in a number of locations across North America and in Western Europe to evaluate a number of technical approaches, most notably access to homes via telephone and cable television networks. These trials typically involve a number of phases in which the trial population is gradually increased from a low base to a population of several thousand over a period of one to two years. Full commercial launch of an interactive service on the successful completion of each trial could potentially generate orders for many tens of thousands of set-top boxes and produce significant revenues for

Online Media in the medium term

Online Media's focus has been to ensure that it is well positioned to exploit as broad a range as possible of such revenue opportunities.

One of the most significant results of this activity to date is Online Media's collaboration with Northern Telecom Limited ('Northern Telecom') of Canada, one of the world's leading telecommunications equipment suppliers. Northern Telecom has conducted a global review of existing multimedia products and prototypes as part of its internal appraisal of potential partners. On the strength of this review and detailed technical discussions with Online Media, Northern Telecom has selected Online Media as its preferred supplier of set-top boxes for participation in the proposal process for forthcoming trials in the UK and Europe. It has also invited Online Media to take part with it in a significant trial in North America.

Online Media is also a major participant in a trial of online interactive services currently running in Cambridge. This is the only trial of a public, fully digital online service currently running in the UK, and the only such trial in the world using ATM data transmission technology, which they regard as a key technology in this new market, from server to set-top box. The other founding partners in the Cambridge trial are:

  1. Cambridge Cable Limited, the local cable network franchisee. The principal shareholders of Cambridge Cable include Comcast Corporation Inc., a leading US cable services company, and Singapore Telecom Limited;
  2. Anglia Television Group PLC; and
  3. Advanced Telecommunications Modules Limited, a company specialising in ATM technology.
Since the official launch of the Cambridge trial on 30th September, 1994 other parties, including Independent Television News and National Westminster Bank, Tesco Stores Ltd and BMP DDP Needham have entered into agreements to provide content for the trial. On 14th February, 1995 the successful completion of Phase I of the trial was announced, together with the start of Phase II, in which ICL has joined as a partner.

Online Media's revenues in 1995 and 1996 are expected to derive principally from the sale of set-top boxes to a number of trials in the UK, Europe and North America.

Use of Rights Issue proceeds

The principal purpose of the Rights Issue is to fund the continued development and exploitation of the products and services described above. Total expenditure in Online Media to date amounts to 2.8 million, and the Directors expect this rate of cash utilisation to increase over the next two to three years. The Directors do not expect that significant revenues will arise in the division until 1997 at the earliest, and

Online Media is not expected to generate positive cash flows before 1998, by which time the cumulative cash outflow for the division is projected to be in excess of 13 million. If the interactive multimedia market develops more slowly than the Directors currently anticipate, this rate of cash utilisation will be reduced. The balance of the Rights Issue proceeds will be used for the purposes of the core business, Acorn Computers Ltd.

Board changes

The launch of Online Media represents a change in focus for the Group, as part of which a number of Board changes have taken place:
(i) Chairman
On 24th November, 1994 Elserino Piol was appointed non-executive Chairman of the Company in place of Ernesto Musumeci, who remains on the Board as a non-executive director. He is the vice-chairman of Olivetti, Acorn's ultimate parent company, and the chairman of Olivetti Telemedia, a new division of Olivetti established in 1994 to coordinate Olivetti's activities in the multimedia arena.
(ii) Executive Directors
Malcolm Bird, formerly technical director of Acorn Computers Ltd and currently chief executive of Online Media, has been appointed to the Board as an executive director, effective from 24th November, 1994.

Sam Wauchope continues as managing director both of the Group and of ACL. Having been finance director of Acorn Computers Ltd from 1985 to 1988, he is also currently responsible for the financial management and reporting role for the Acorn Group at Board level. As the Group develops, the Board's intention is that a full time Group finance director will be appointed.

(iii) Non-executive Directors
Arnaldo Bonetti and Bruno Soggiu have left the Board, and the Board is pleased to welcome in their stead two new non-executives. Marco De Benedetti, chief operating officer of Olivetti Telemedia, was appointed on 24th November, 1994 and Gordon Owen, formerly managing director of Mercury Communications Limited and Cable and Wireless plc, and currently chairman of Energis Communications Limited, joined the Board on 21st February, 1995. Hermann Hauser, Ernesto Musumeci and Christopher Ward remain as non-executive directors.

The Board therefore now comprises two full time executive directors (Messrs Wauchope and Bird), three non-executive representatives of Olivetti (Messrs Piol, Musumeci and De Benedetti) and three independent non-executive directors (Dr Hauser, Mr Ward and Mr Owen).

Future prospects

During 1994 it became clear that Acorn Computers Ltd required action to reduce its cost base, in line with the lower margins currently achievable in the personal computer market. Steps have now been taken to achieve this whilst preserving Acorn Computers Ltd's essential research and development capability and its marketing and sales presence, particularly in the education market. Acorn Computers Ltd is well positioned in the UK and the Directors believe that it can develop further overseas as a provider of RISC-based personal computers, to educational markets in particular.

ARM licensing revenue continues to grow strongly, and royalty income is expected to rise as early design wins begin to generate volume sales. Growth in royalty income is expected to continue in the longer term, driven by important new design wins including IBM (serial storage architecture) and AT&T (data encryption), both with VLSI Technology. In the current year, this growth in ARM's revenues will be offset to some extent by strategic investment to establish an international sales and marketing network, and by increased development expenditure on a range of new products including the StrongARM microprocessor family (with Digital Equipment Corporation), the ARM8 and ARM810, and further new product developments. These developments are expected to generate further significant licensing and royalty opportunities for ARM in the future, and give the Board confidence that ARM's prospects remain highly encouraging.

Online Media is well-positioned to establish itself at the forefront of a new and potentially very large worldwide market in online interactive multimedia, and in 1995 will seek to build on its achievements to date by winning involvement in trials in Europe and North America, by the strengthening of key alliances, and by continued investment in reducing the production cost and further improving the performance of its set-top box.

In view of all these developments, the Board is confident that 1995 will be a year of substantial progress for the Group's businesses.

Proposed dilution of Olivetti's holding in Acorn

In recognition of Acorn's operational independence from Olivetti and in order to improve the liquidity in the market for Ordinary Shares, Olivetti Realty N.V., the Olivetti subsidiary which in January 1995 held 78.5 per cent. of the Company's issued share capital, reduced its shareholding to approximately 58.9 per cent. of the enlarged issued share capital of the Company. Olivetti has informed the Board of Acorn that it intends to retain its current shareholding in Acorn for the foreseeable future and in any event will not reduce its holding in Acorn without the consent of the Board of Acorn and its advisers.

Admission to the Official List

The Directors of Acorn Computer Group plc consider that it is now appropriate to seek a full listing for the Company's shares, given the proposed dilution of Olivetti's holding and the enhanced profile of the Group resulting from its holding in ARM and its growing reputation in the interactive multimedia market.

The Directors also believe that a full listing will increase the marketability of the Ordinary Shares to a wider range of institutional investors. Accordingly, application has been made to the London Stock Exchange for the Company's enlarged issued share capital to be admitted to the Official List. It is expected that Admission will become effective and that dealings on the Official List in the existing issued Ordinary Shares and in the New Ordinary Shares, nil paid, will commence on 21st March, 1995.

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