AIM Schedule 1 - Longships Plc (9604K)

TIDMLONG

RNS Number : 9604K

AIM

05 August 2013

 
           ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
            IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                        RULES") 
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 COMPANY NAME: 
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   Longships Plc to be renamed Proxama Plc ("Longships" or the 
   "Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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   Registered office and trading address: 
   15 Whitehall 
   London 
   SW1A 2DD 
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 COUNTRY OF INCORPORATION: 
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   UK 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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   www.longshipsplc.com 
 
   Proxama will be launching a new AIM Rule 26 compliant website 
   prior to re-admission. 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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     Longships has entered into conditional contracts for the acquisition 
     of the entire issued and to be issued share capital of Proxama 
     Limited ("Proxama"), through the issue of 365,353,532 new Ordinary 
     Shares at an issue price of 4 pence per new Ordinary Share, 
     which constitutes a reverse takeover under Rule 14 of the AIM 
     Rules for Companies. 
 
     Longships was incorporated on 20 December 2007 and its Ordinary 
     Shares admitted to trading on AIM on 21 April 2008 as an investing 
     company for the purpose of, inter alia, investing in strategic 
     and special situations. Because of the expertise and commercial 
     experience of the Board, Longships initially focused primarily 
     on companies operating in the natural resources sector. 
 
     On 27 July 2012, Shareholders approved an investment of GBP2.3 
     million in Praetorian Resources Limited ("Praetorian"), a Guernsey 
     incorporated natural resources focused investing company several 
     times larger than Longships. The shares in Praetorian acquired 
     by the Company were subsequently returned to Shareholders by 
     way of a capital reduction, details of which were set out in 
     a circular to shareholders dated 9 July 2012. The investment 
     in Praetorian and subsequent return of capital left the Company 
     with approximately GBP550,000 of cash. The Company resolved 
     to maintain its listing on AIM and continue its existing investing 
     policy. Since 27 July 2012, the Board has continued to investigate 
     new opportunities to effect a transaction in accordance with 
     that investment strategy. 
 
 
     Whilst Longships had previously been focusing its search for 
     an acquisition opportunity in the natural resources sector, 
     the Board acknowledged the difficulty currently faced by natural 
     resource companies in raising follow-on funding. As a result, 
     the Directors started to consider opportunities in other sectors 
     and in April 2013, the Board was introduced to Proxama, a company 
     that develops near field communications products and services 
     for global blue-chip clients. The Directors have been impressed 
     by the business potential of Proxama and believe that, by acquiring 
     Proxama, Shareholders will get exposure to the rapidly expanding 
     field of m-commerce. 
 
     Proxama is a Near Field Communication ("NFC") m-commerce company 
     whose stated vision is to connect the physical and digital 
     worlds through enabling consumers to manage their bank accounts 
     and credit cards, pay for goods and services, participate in 
     and benefit from loyalty programmes and access information 
     and marketing material through their mobile phones. 
 
     NFC is already widespread with train tickets (such as the London 
     based Oyster Card), access to buildings and increasingly cashless 
     payments all enabled using NFC technology. Proxama is seeking 
     to integrate these and other types of services within a mobile 
     phone. Its technology, products and platforms enable consumers 
     to launch secure mobile wallets, connect with brands, receive 
     promotional offers and make contactless payments through simply 
     tapping their NFC mobile phone on a card reader or other physical 
     media. 
 
     Proxama uses its expertise to develop NFC solutions for its 
     customers, currently on a fee for service basis, in two key 
     areas: 
 
     1. mobile proximity marketing; and 
     2. secure mobile contactless payments. 
 
     Proxama has also executed over 400 proximity marketing campaigns 
     globally, including an award-winning NFC marketing campaign 
     for Nokia and VOX cinemas, the first UK NFC outdoor media campaign 
     for the launch of the X-Men: First Class movie and the UK's 
     first NFC consumer marketing campaign with Orange and EAT. 
 
     As of the date of this announcement, Proxama has 56 full time 
     employees, mainly based at its Norwich offices, with a small 
     team based in London and a representative office in New York, 
     where two part time sub-contractors are based. Of these employees, 
     between 35 and 40 at any time are employed as software engineers 
     whose job is to work on research and development projects, 
     create new software and products and customise existing products 
     to meet customer specific requirements. 
 
     The remainder of Proxama's employees are divided among the 
     management team, the sales team and the dedicated Client Services 
     team. The Client Services team is comprised of 8 employees 
     based in Norwich who are focused solely on delivering Proxama's 
     various marketing campaigns using the standard features of 
     the core technology platform and who are in daily contact with 
     the brands and media facing customers with which Proxama is 
     currently working. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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   465,233,632 Ordinary Shares of one pence each which are to 
   be issued at four pence per share 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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 CAPITAL TO BE RAISED ON ADMISSION: N/A 
  MARKET CAPITALISATION ON ADMISSION: GBP18,609,345.28 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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 57.15% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
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 N/A 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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    The Board of the Company currently comprises Malcolm Burne 
     and Nathan Steinberg, both of whom will resign from the Board 
     on Completion and the proposed directors, listed below, will 
     join the Board at that time. 
 
     Following Completion, the Board will be made up of three executive 
     directors and two non-executive directors, of whom only David 
     Bailey, the proposed Chairman of the Company, is considered 
     to be an independent non-executive director. It is the intention 
     of the Proposed Directors to appoint at least one additional 
     independent non-executive director after the re-admission of 
     the Company's shares on AIM ("Re-admission"). Details of the 
     Proposed Directors are set out below: 
 
     David Bailey, aged 64 - Proposed Chairman. 
 
     Dr Neil Garner, aged 41 - Proposed Chief Executive Officer. 
 
     Miles Quitmann, aged 49 - Proposed Managing Director. 
 
     Coen van Breda, aged 46 - Proposed Chief Financial Officer. 
 
     Gavin Breeze, aged 52 - Proposed Non-executive Director. 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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      Shareholder               Percentage of existing    Percentage of Enlarged 
                                  Ordinary Shares before    Share Capital immediately 
                                  Admission                 following Re-Admission 
      ------------------------  ------------------------  --------------------------- 
       David Bailey                       3.00                        1.29 
      ------------------------  ------------------------  --------------------------- 
       Neil Garner                          -                        25.74 
      ------------------------  ------------------------  --------------------------- 
       Miles Quitmann                       -                         3.03 
      ------------------------  ------------------------  --------------------------- 
       Gavin Breeze*                      10.46                      27.08 
      ------------------------  ------------------------  --------------------------- 
       Malcolm Burne                      6.55                        1.41 
      ------------------------  ------------------------  --------------------------- 
       Nathan Steinberg**                 1.88                        0.40 
      ------------------------  ------------------------  --------------------------- 
       Richard Lockwood                   8.51                        1.83 
      ------------------------  ------------------------  --------------------------- 
       Charles Cannon-Brookes             3.03                        0.64 
      ------------------------  ------------------------  --------------------------- 
       Ashley Head                        3.00                        0.64 
      ------------------------  ------------------------  --------------------------- 
       MyBusinessFD                         -                         4.34 
      ------------------------  ------------------------  --------------------------- 
       Sarah Du Heaume                      -                         4.55 
      ------------------------  ------------------------  --------------------------- 
 
 
      * held either in his own name or through White Angle 
      ** held through MyBusinesFD 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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   N/A 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
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      (i) Anticipated accounting reference date: 31 December 
 
       (ii) Date to which the main financial information in the admission 
       document has been prepared: Audited annual report and accounts 
       for the three financial years ended 31 December 2012 
 
       (iii) 30 September 2013 (half-yearly report for the six months 
       ended 30 June 2013) 
       30 June 2014 (annual report for the year ended 31 December 
       2013) 
       30 September 2014 (half-yearly report for the six months ended 
       30 June 2014) 
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 EXPECTED ADMISSION DATE: 
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 23 August 2013 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 Grant Thornton UK LLP 
  30 Finsbury Square 
  London 
  EC2P 2YU 
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 NAME AND ADDRESS OF BROKER: 
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 SI Capital Limited 
  1 High Street 
  Godalming 
  Surrey 
  GU7 1AZ 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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 The Admission Document, which was posted on 26 July 2013, contains 
  full details about the applicant and the re-admission of its 
  securities will be available to the public free of charge from 
  Grant Thornton UK LLP, 30 Finsbury Square London, EC2P 2YU 
  until the date which is one month following the date or re-admission. 
  It is also available on the Company's website www.longshipsplc.com 
 
  The Admission Document will also be available for inspection 
  at the General Meeting which is to take place 11.00am on 22 
  August 2013 at the offices of Grant Thornton UK LLP, 30 Finsbury 
  Square London, EC2P 2YU. 
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 DATE OF NOTIFICATION: 
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 5 August 2013 
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 NEW/ UPDATE: 
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 NEW 
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This information is provided by RNS

The company news service from the London Stock Exchange

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