CAMBRIDGE CONSULTANTS LTD.

Minutes of the Board Meeting held on Tuesday 7th March 1967, at 4 Fitzroy Square, London, W.1.

Those present:  M.J. Birkett, A.B. Eiloart, T.M.B. Eiloart (Chairman), J.K. Forster (Secretary), A.H.C. Horne, I.R. Maxwell, B.L. Murgatroyd, M. Richardson, D.C. Southward.

Copies to:  above + G.M. Edge, J. Lithiby, R.M. Needham, A. de Vitry, File, Day File, Minute Book.  H.V. Beck

ACTION

TE

2.  Heat Exchangers:  After discussion the following was agreed upon as a likely breakdown of the investment required:  Maxwell £4,500, Panmure Gordon £2,000, Ian Crabbe (of Singer  Friedlander Ltd) £1,000; A.B. Eiloart £500.  It was noted that committment now implied an equal committment at a later stage, assuming success.  The share held by Thermal Brains will be 20% for the idea plus 15% for £2,000.  CCL’s share will be 5% plus a royalty yet to be negotiated.

Points still to be decided are:

(a)  definitions of "capital" and "profit"

(b)  the basis of the royalty calculation and level of royalty.

(c)  the number of shares to be transferred from cash to brains in the event of a good profit to capital ratio.

The position of McKerracher was discussed.  It was noted that at present he is not allowed to be on the Board and has no cash to invest.  It was agreed that his interest in the company should be retained without involving him at present in the management.  It was suggested that if and when any transfer of shares from cash to brains took place, then, say, one‑fifth of such shares should go to McKerracher.

Richardson emphasised that the operation was starting absolutely from scratch ‑ therefore, if it were successful, the rewards would have to be correspondingly large.

Constitution of the Board: the following was agreed upon:  (1) Tim Eiloart (Chairman) and one other CCL alternate representative ‑ to be nominated by CCL;  (2) Round; (3) Sidwell, plus possibly (4) Richardson and Murgatroyd as alternate directors.  The idea of alternate directors will be insisted upon.  Opinion was against having Roy Newman (Round and Sidwell's Accountant) on the Board, and it was agreed to suggest that it would be sufficient for him to act as auditor.  The possibility of having Ian Crabbe on the Board later was mentioned.

3  Accounts for year ended 30th November, 1966:      Birkett reported on the mechanics of the Investment Grants System which came into operation on 17th January, 1966.  The grant is 20%, payable 12 to 18 months after the end of the year.  It would be advantageous for CCL to make a claim.  Forster said that some items of internal development expenditure (e.g. on prototypes) had not been capitalised in the accounts approved by the Board at the last meeting.  He asked for approval to amend those accounts, thereby increasing the profit by up to £8000 in order to be able to claim the benefit of the Investment Grants.  It was agreed that this should be done and that individua1 Board members would be consulted about the actual amount of the change.

MR

5.  Any further business:

(a)  Negotiations with Ayrton and Templeton re high-speed loom:  It was reported that Templetons were dragging their feet over the project.  Meanwhile the CCL mechanical section was short of work.  Taylor (of Ayrtons) regards himself as committed to the project; he will be visiting Templetons on March 14th.  Murgatroyd asked whether we were free to move around.  It was felt that we were ‑ and that an approach to Cyril Lord would both be practicable, since we had the hardware to show, and likely to result in a rapid decision.  The following action was agreed upon:  Letter to be sent to Templetons making the following points: (l) we will be available at the meeting on 14th March; (2) we must either have a positive answer before this or a yes/no decision at that meeting (3) the project must be given a running limit (i.e. three months' notice, not three months at a time).  Full liaison will be maintained with Taylor.

AH

(1)  Royal Radar Establishment.

(2)  Harwell  (Dr. Marshall)

(3)  N.P.L. (Dr. Davies)

(4)  Ministry of Technology ‑ concerning the high‑speed loom.  Richardson said that Duckworth preferred the proper channels of communication  to be used, but would be prepared to listen to any such suggestions if the occasion  arises informally.

Maxwell observed that we did not seem to be getting very far very fast.  Results were necessary fairly soon if more time or money was to be forthcoming.  A concentration of effort was needed;  diversity of enterprise must stop.  Tim Eiloart reiterated that CCL's services must be sold more vigorously  to the establishment.  Murgatroyd and Maxwell suggested that AIM should be the vehicle for such selling activity, although Maxwell's view was that selling to the Government did not make money.

Maxwell pointed out that Computer Technology Ltd. had occupied a very large amount of his time lately.

Inserts in Pergamon journals:  it was agreed that CCL should pay for these, on the basis of replies received, at a rate approaching the present cost per reply.

Description of CCL:  Tim Eiloart to send a CCL prospectus to Maxwell as soon as possible.   Contents:  history; backers; customers; previous work; present capabilities; details of staff and their qualifications.  Maxwell said he would then have a word with the Ministry of Technology.

(c) Share Transfer:  the following share transfer was approved:  F. Goodwin to A.H.C. Horne:         35 "A" Ordinary Shares.

(d)    Minutes: the minutes of the meeting of 7th February were approved and signed.

Next Meeting:  this was confirmed for 2.15 p.m., Tuesday 4th April, at 10 Canterbury Close.

Note:  the A.G.M. arranged for 12 noon on the same date will now have to be postponed.

Signed  _________________________________________________   Date _______________________

Scanned and converted by OCR then re-formatted without editing to reduce pages from 4 to 2                HVB, 20 June 2002