vsl current share price does not reflect fair valu

TO: Australian Stock Exchange Ltd
Company Announcements Office
FROM: C E Pizzey, Company Secretary
DATE: 2 September 2005
RE: VISION SYSTEMS TO INVESTIGATE SEPARATING ITS
FIRE & SECURITY BUSINESS
SUMMARY OF CONTENTS OF ANNOUNCEMENT:
• VSL completes a comprehensive strategic review of its businesses
• Conclusion is current share price does not reflect fair value of core businesses
• Caliburn Partnership Pty Ltd appointed to unlock shareholder value
• Strategic options include complete ownership separation of the Vision Fire &
Security business
• Value release work targeted for completion within the first half of the 2006 calendar
year
Full details of the announcement are attached.
C E Pizzey
Company Secretary
VSL 0295ASX.pmw Page 2
ASX ANNOUNCEMENT 2 SEPTEMBER 2005
VISION SYSTEMS TO INVESTIGATE SEPARATING ITS
FIRE & SECURITY BUSINESS
Value Release Strategy
Long term Vision Systems Limited shareholders will recognize that historically the Company has
had as a cornerstone of its wealth creation strategy, the identification and commercialization of a
variety of technology based businesses. Top of mind examples of this are the historic
investments and realizations in TTP Com (UK) and Vision Defense both of which released
significant returns that in turn enabled significant reinvestment in current Vision Systems’
businesses. Consistent with this, the Directors of Vision Systems Limited have recently
completed a comprehensive strategic review of Vision Systems’ businesses. The Directors
believe that the prevailing Vision Systems’ share price does not reflect the fair value of its core
businesses; Vision BioSystems, Invetech and Vision Fire & Security. As a result, the Directors
have appointed Caliburn Partnership Pty Ltd (Caliburn) to investigate opportunities to unlock
shareholder value, particularly in relation to Vision Fire & Security.
Current Core Businesses
Vision Systems’ core businesses operate in different industry sectors and are at different stages
of development:
�� Vision Fire & Security is a profitable and growing business which has established strong
market positions in the global video surveillance and fire detection industries. The fact that
both ADPRO® video surveillance and VESDA® fire detection systems were used at the recent
meeting of the world’s most powerful leaders at Gleneagles in the UK and that VESDA® has
been specified to protect the Forbidden City in Beijing are clear examples that Vision Fire &
Security is at the forefront in its particular global markets.
�� Vision BioSystems and Invetech, whose revenues are largely derived from the international
clinical healthcare market, are at an earlier stage of business development in comparison to
Vision Fire & Security. However, the value proposition of these businesses has become
clearly evident as all facets of their businesses (cancer detection reagents and instruments
and contract medical instrument development and manufacture) continue to grow strongly in a
largely recession proof international market that is showing strong and consistent growth.
Strategic Options for Vision Fire & Security
Strategic options may include a complete ownership separation of Vision Fire & Security from
Vision Systems. Any form of separation, if considered to be in the best interests of Vision
Systems’ shareholders, will be aimed at ensuring that the market is able to better recognize the
underlying value of Vision Systems’ core businesses, potentially facilitating a distribution of funds
to Vision Systems’ shareholders and providing the optimal platform to support the rapid growth of
Vision BioSystems and Invetech.
VSL 0295ASX.pmw Page 3
Proposed Timetable
Further details in relation to a possible separation of Vision Fire & Security will be provided to
shareholders in due course but it is not expected that any further announcements will be made
prior to Caliburn completing its investigation of alternative separation options. As a guide, it is
anticipated that this work will be completed within the first half of the 2006 calendar year.
About Vision Systems
Vision Systems creates, develops, manufactures and delivers high value, technology rich
products and services to large and growing international markets. With 90% of the Company’s
revenues drawn from customers in the USA, Europe and Asia, markets served include cancer
detection, contract R & D and medical instrument development and video surveillance and fire
detection.
About Vision Fire & Security
Leaders in providing systems that protect Life, Property and Business; through researching,
developing and marketing innovative technology based solutions for preventing loss associated
with fire and security events.
For further information please contact:
Dr James Fox Mr C Euan Pizzey
Managing Director Director of Finance
Vision Systems Limited Vision Systems Limited
Telephone: 61 3 9211 7018 Telephone: 61 3 9211 7020
Facsimile: 61 3 9211 7001 Facsimile: 61 2 9211 7001