Retail Decisions are market leaders in an industry which continues to grow exponentially. They produce payment fraud systems solutions for major blue chip clients globally, though the bulk of the business is currently coming from the major reatilers both in the UK and US. They are a Techmark 100 company which means that there will always be a level of institutional interest in the company. However, on top of this "forced" interest from the tracker funds there has throughout 2005 been sustained large buying from no other than Goldman Sachs and Barclays. These institutions together now have an investment of tens of millions of shares in RTD !

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Shares Magazine had a cover feature back in early April entitled "ATOMIC! - Small is about to get VERY, VERY BIG - 7 stocks for the new technology revolution". It was no surprise to see Retail Decisions as part of the selection. Here's what Shares had to say: "Retail Decisions is a specialist software developer aimed at preventing credit card fraud. It owns a database of several million dodgy credit and debit card numbers against which it crosschecks transactions, but also has developed clever software which can spot strange patterns in your spending. This system is perfect for stopping phony credit card transactions. Investors could not ask for a better pure play on rising credit card crime. Perhaps the company's biggest challenge is scale but chief exec Carl Clump is attempting to address this with aquisitions, even if opportunities seem to be few and far between. In the meantime, Retail Decisions remains concentrated on developing in the card-not-present arena, where it already has fantastic experience and technology. The drive to win new customers should also be helped by the fact that it already serves so many blue-chip customers including Marks & Spencer, T-Mobile and, most recently, Federated Department Stores, the US owner of Macy's and Bloomingdales. Let's not forget, too, the company's highly profitable fuel-card business in Australia which grew 30% last year, making this year's forecast low single-digit earnings growth look on the conservative side." Retail Decisions have continued throughout 2005 to rake in very healthy profits from the Oz. fuel card business thanks to the "bonus" of high oil prices and favourable exchange rates. In addition, the extra revenue streams from new major US corporate clients will be starting to filter through. In the US, Retail Decisions appear to be chosen on many occasions over their main rival Cybersource which indicates just how well this company is doing. The demand for card-not-present (i.e. internet/phone shopping) fraud software is going to continue to grow and grow so RTD presents guaranteed success in this arena - backed up with the cash cow fuel card business which is being extended into locations other than Australia and we have a real gem of a company. Longer term target 1+.

Slightly disappointed that RTD were not looking at acquiring a business associated with on-line payment verification (ie buying up a small competitor), or pin card verification (in order to expand their sphere of influence), or a company like MiPay (for obvious reasons). This acquisition is solid, dependable and earnings' generative, but it almost looks like they are accepting the limitations of their cnp business and looking for sustainable (but much slower) growth. This might suggest a lower PE rating for the next couple of years as RTD moves away from being considered a hi-tech growth company.

My opinions fwiw:

Appears to be a direction change in the business away from the (supposed) high margin high growth business of CNP and towards the lower margin, cash cow fuel card business.

Fuelserve has net assets of 11.7m and last year had turnover of 140.2m and operating profit of 3.8m. However, this operating profit included an exceptional credit of 0.4m and IT costs were not charged ot the business representing 0.6m so underlying operating profit was 2.8m. Against this there is going to be some additional UK overheads before you get to a PBT level. Therefore this appears a very low margin business though this appears in line with other UK fuel card businesses. It will be earnings enhancing in 2006.

I like the share consolidation, should be approx 80m shares at approx 115p afterwards and via the placing, there is now a stronger institutional sharebase.

My main disappointment is that the apparent change in strategy is likely to see the company valued on a lower PE (due to lower long term organic growth potential). The big question is to whether RTD can increase the margins in the new business using their expertise as a small % increase in margin on 140m turnover will have a dramatic effect on profit

Retail Decisions PLC
13 October 2005


NOTIFICATION OF MAJOR INTERESTS IN SHARES

All relevant boxes should be completed in block capital letters

1. Name of listed company

RETAIL DECISIONS PLC

2. Name of shareholder with a major interest

BARCLAYS PLC

3. Please state whether notification indicates that it is regarding the holding
of the shareholder named in 2 above; in respect of a non-beneficial interest; or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18

LEGAL ENTITY INTEREST

BARCLAYS LIFE ASSURANCE CO LTD 3,041,261
BARCLAYS GLOBAL INVESTORS LTD 6,550,740
BARCLAYS CAPITAL SECURITIES LTD 2,559,023
GERRARD LTD 205,494

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them

REGISTERED HOLDER A/C HOLDING

BARCLAYS CAPITAL NOMINEES LTD 2,559,023
CHASE NOMINEES LTD 16376 173,105
CHASE NOMINEES LTD 21359 2,279,895
CHASE NOMINEES LTD 28270 147,569
CHASE NOMINEES LTD 28270 527,402
JP MORGAN (BGI CUSTODY) 16341 173,726
JP MORGAN (BGI CUSTODY) 16341 1,201,738
JP MORGAN (BGI CUSTODY) 16344 372,815
JP MORGAN (BGI CUSTODY) 16345 618,011
JP MORGAN (BGI CUSTODY) 16400 2,552,901
JP MORGAN (BGI CUSTODY) 16482 1,364,273
JP MORGAN (BGI CUSTODY) 18409 180,566
R C GREIG NOMINEES LTD RC1 147,767
R C GREIG NOMINEES LTD AK1 44,400
R C GREIG NOMINEES LTD GP1 10,000
R C GREIG NOMINEES LTD SA1 3,327

5. Number of shares / amount of stock acquired

NOT INFORMED

6. Percentage of issued class (any treasury shares held by the listed company
should not be taken into account when calculating percentage)

NOT INFORMED

7. Number of shares / amount of stock disposed

NOT INFORMED

8. Percentage of issued class (any treasury shares held by the company should
not be taken into account when calculating percentage)

NOT INFORMED

9. Class of security

ORDINARY 1P SHARES

10. Date of transaction

NOT INFORMED

11. Date listed company informed

12 OCTOBER 2005

12. Total holding following this notification

12,356,518

13. Total percentage holding of issued class following this notification (any
treasury shares held by the company should not be taken into account when
calculating percentage)

4.24%

14. Any additional information

N/A

15. Name of contact and telephone number for queries

KEVIN HAYES
(01483) 728700

16. Name and signature of duly authorised officer of the listed company
responsible for making this notification

KEVIN HAYES
COMPANY SECRETARY

Date of notification
Looks like Barclays have sold approx 22m shares - before or after the bad news? and who bought them?


13 OCTOBER 2005


This information is provided by RNS
The company news service from the London Stock Exchange

Fundy, What I would like to know is when did BARclays sell their stock?

Was it just before the price rolled down?

Was it early September or even earlier. How long can the MMs hide these sells for?

It could or would help to understand the price movement. (I would like to see the arguments for the decision.)

Is it possible to find out this information?

I would suppose this overhang is now supported.

Fred

see theyve sold some more, down to 3.44%

Agree fully - very suspect if they sold prior to the drop, especially if they are taking part in the institutional placing (ie sell in the high 20s and repurchase at 21p as agreed in advance!) - not saying this is the case just a possibility. The alternative is RTD approached them to back the funding and Fuelserve takeover and they didnt like what they saw and hence started selling. Either way, the timing looks more than coincidence and is another example of the PI getting shafted at the hands of the institutions. BTW - youve got no chance of finding out for sure when they sold unless you know someone party to the transactions!

Still on the sidelines though have been tempted to get back in (on value grounds). Concerned that the price stays above the 21p offer price othereise there will be no take up on the 12-1 and as the deal doesnt appear to be underwritten then it would need to be funded with approx 5m of debt. Its a little close for comfort imo.

Until all this is resolved personally cant see much upside in the short term and will wait to evaluate the restated balance sheet before re-entering at these levels (though at 16-18p i couldnt resist!)

All IMHO DYOR etc etc

Sp recovered - is this based on relief that it is only Barclas that are selling rather than everybody?

pachandl - RNS just issued on behalf of Goldman Sachs who appear to be topping up with the shares that Barclay's are selling.

Barclays have been trading RTD, particularly in the low 30's so we could well see some different price action now they less to play with.

Overgrowth, Ignorance is not bliss. How do you know Barclays has be trading RTD especially in the low 30's? Is that when the dropped their load?

Sp has got to get back to 35p beofre you can say it's recovered!
(I got in at 17p over a year ago)

Sure but I might have recovered before that figure :-8

Anyway, I "feel" the management is as usual doing the right thing. But like Fundy would like to have been privy to a few of the board meetings over the last few months. I am a long term holder but expected the price to be well adhead of what it is at the moment.

It is sure to wabble a little until the financing of the pruchase is through, but could do very nicely over the next 6-12mths, if you can last that long.

Douggie, you can come off your respirator now. 8-)

Extracted from RTD Web site

"Retail Decisions (ReD), the fuel card operator and a world leader in card fraud prevention and payment processing, today announces the proposed acquisition of Fuelserv for 21.5 million in cash from DHL Distribution (part of Deutsche Post Group).
ReD also announces a Placing with institutional and certain other investors to raise approximately 13.3 million net of expenses (together with an Open Offer to Qualifying Shareholders of a further 5.1 million assuming it is taken up in full). The Group also proposes a share consolidation.
Fuelserv is the UKs second largest operator, by fuel volume, in the independent fuel card and bunkering sector with around 6,300 live customer accounts as at the end of 2004 and with more than 65,000 live fuel cards in issue as at 8 September 2005. Due to its size, the acquisition is a Class 1 transaction for ReD as defined by the UK Listing Authority, requiring shareholder approval at an EGM to be held on Friday 4 November 2005. "

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Hi been away for a week

so we know who/what new partner is........don't detect much excitement/anticipation re rising sp...;-/

Any views out there? MMS holding the SP up at the moment on little volume.

?????????????????...wish I knew what to do held up to 37p and
d
o
w
n again ;-/ so ?????????????? suspect I will hold if only as punishment for not sellling as I was suposed to do to pay for new car ..whic at that time would have been free.............was witing for the predicted 40p+ Ha.................

what about you Fred ?

IVC suggests it reasonable to take rights offfer, with the thought that they did a similar buy out successfully in Australia.
Would expect the price to drop a penny or so for a week. I still think its overall outlook is good. But hoped and expected that it would be in the early 40s now.

I will take up some and wait 6-8 weeks to see.

Overall RTD has been good to me.

i'm surprised that the price has not fallen more with the current amount of selling and no-one buying. Any ideas what the Barclays transaction was all about, they seemed to buy and then sell, maybe for someone else, i.e.held in nomines for short while? or a bad investment decision?

Rob

only a guess but my view would be that they were offered to participate in the fund raising but werent overly impressed by the deal so decided to sell out. They appear to be selling down quite a lot of smaller co equity positions lately so there may be a more general market based strategy behind the decision (ie moving into more blue chip/defensive stocks)

Also, not at all surprised that the price has been pegged at the open offer price - the institutions buying in at 21p are likely to be keeping the price at or above that certainly in the short term

thanks - good point.

Fundy - Why would they want to keep the offer at 21p - are you suggesting that they wish to take up o/o shares not taken up by shareholders ?