Earthport Share Discussion Threads

[loverat] 24/5/2007 21:37

Tradx666

I understand that Mr Smith has added you to his list.

Would you like me to round up the members of E-SLAG to pay him a visit?

[pooky] 24/5/2007 21:17

It looks like David Vanrenen is doing alright since leaving EPO

Waltech Services plc select Overview Profile Contacts Reports & Accounts Offerings News Market Data Charts

News
Waltech Services plc - Acquisition of/by


Announcement

WALTECH SERVICES PLC

ACQUISITION OF MINORITY INTEREST IN PAYMENT SYSTEMS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING


1. INTRODUCTION
The Company proposes, subject to Shareholder approval, to acquire the 27.92 per
cent. of Payment Systems Limited's ("PSL") issued share capital it does not
presently own from David Vanrenen and Henry O'Sullivan, respectively Chairman
and Managing Director of Waltech Services Plc ("The Company" or "Waltech"), and
their related trusts (the "Concert Parties") for a consideration of
GBP2,942,200 to be satisfied by the payment of GBP376,000 in cash and the issue
of 10,920,000 Shares ("the Acquisition").

The Concert Parties currently together hold 10,358,000 Shares (42.68 per cent.
of the existing issued share capital of the Company). The effect of the
Acquisition will be to increase the aggregate interests of the Concert Parties
in Waltech (assuming Henry O'Sullivan exercises the Options held by him in
full, but other optionholders do not) to 61.02 per cent. of the Enlarged Issued
Share Capital (as increased by the exercise of those Options only). If all the
optionholders exercised their options, the Concert Parties would hold 57.02 per
cent. of the Company's then issued share capital. Normally the Concert Parties
would be required by Rule 9 of the City Code ("Rule 9") to make a general offer
to Shareholders to acquire all of the Shares of the Company. Subject to the
Independent Shareholders approving the Waiver on a poll, the Panel has agreed
to waive the obligations arising under the City Code for the Concert Parties to
make a general offer to the Shareholders, which would otherwise arise as a
result of the Acquisition. As David Vanrenen and Henry O'Sullivan are both
directors of the Company, the Acquisition needs to be approved by a resolution
of the Company in general meeting under section 320 of the Companies Act before
the Company can enter into it.

A Circular is being posted today to the Shareholders of the Company containing
details of the Acquisition and convening an Extraordinary General Meeting
("EGM").




2. BACKGROUND TO AND REASON FOR THE ACQUISITION
Over the past twelve months, Waltech has realised all its investments other
than its investment in PSL.

The Company's initial investment was in Alchemex International. This investment
has been sold and the proceeds of GBP146,220 were received on 21 March 2007.

Transactions were completed on 24 May 2007, the net effect of which was that
Waltech swapped its remaining interest in Trident Gaming Limited (which
includes any rights in respect of further amounts payable to Trident in
connection with its sale of Gamebookers to Party Gaming) for the shares in PSL
held by Trident Gaming Limited and other third parties except Waltech and the
Concert Parties.

As a consequence, Waltech's assets comprise a 72.08 per cent. holding in the
issued share capital of PSL (which represent the whole of Waltech's fixed
assets) and cash balances (net of tax liabilities) of approximately GBP1.0
million.

The Directors intend that Waltech's future be built around its investment in
PSL and are, therefore, proposing that the Company buys the shares in PSL which
it does not currently own and which are owned by the Concert Parties.




3. PSL
PSL is an on-line payments company incorporated and regulated in the Isle of
Man. It holds a Money Services Licence and, therefore, is a registered Money
Service Business in the Isle of Man and under the terms of this licence all of
its banking and servers operate from there. PSL contracts specialist
individuals and companies who build and administer its systems. It has two
Directors, David Vanrenen and Henry O'Sullivan.

PSL has developed and operates an on-line electronic payments integration
platform which provides a wide range of on-line transactions, payments,
customer wallet functionality and global money transmission ("the System"). The
System has been operational since September 2004 and consists of a number of
definable parts - the websites, the wallet system, the processing system, the
escrow system and the administration system - the IPR of which is owned by PSL.
Other than the database server, which is a Microsoft SQL Server, the systems
run on open source application servers (e.g. Apache, Tomcat) using PSL's
proprietary java-based application software. The hardware that the systems run
on is located in a specialised hosting facility on the Isle of Man provided by
a company called Domicilium (IOM) Limited. All servers, firewalls, routers,
switches and other equipment used to run the System are owned by PSL. All
proprietary documentation (Ops Manual, IT Ops Documents etc) are the property
of PSL.

PSL's senior management team consists of six individuals with extensive
experience in all aspects of the on-line payments industry. Operationally, the
support resources for the running of the payment platform were provided until
recently by Walton Consulting Ltd. PSL has recently established a wholly-owned
subsidiary, Ecash Solutions Pty Limited, in Cape Town, South Africa to provide
the support infrastructure and to allow for the growth of development, support
and administration teams on a more cost-effective basis.

PSL currently processes a wide range of transactions. These vary from providing
middle-tier retail credit card processing to a fully-integrated, social
network, wallet platform. PSL's customer base consists of 10 or so merchants or
networks that comprise 75 per cent. of PSL's turnover, with the balance made up
from smaller but growing relationships. PSL's payment-provider relationships
are diverse due to the global nature of its business requiring pay-ins and pay-
outs in many territories, particularly with respect to the provision of payment
platforms for global social networks such as MP3.net.

PSL's turnover and profitability has grown significantly since it became
operational in September 2004, as follows:

9 months to 12 months to 6 months to
30 June 30 June 31 December
2005 2006 2006
GBP000 GBP000 GBP000
Turnover 3 1,002 3,188
Profit (loss) before Tax (213) (1,029) 162



4. TERMS OF THE ACQUISITION
Under the terms of the acquisition, Waltech will agree to purchase the
27,920,000 ordinary shares in PSL (27.92 per cent.) which it does not currently
own for a consideration of GBP2,942,200 to be satisfied by the payment of
GBP376,000 in cash and the issue of 10,920,000 Shares at a price of 23.5p each,
the prevailing price at the time when the terms of the Acquisition were agreed.
The Acquisition will be conditional upon the Concert Parties procuring that an
agreement between PSL and PayP2p Limited ("P2P") (a company owned by the
Concert Parties) dated 1 March 2006 (the "P2P Contract") is terminated and that
PSL is released from an obligation to pay the sum of GBP1.2 million to P2P
under that agreement. In assessing the appropriate level of the proposed
consideration, the Independent Directors deducted the value of the Company's
assets (less liabilities) other than its investment in PSL from Waltech's
market capitalisation, thereby deriving an imputed value of the minority
shareholding in PSL to be acquired; to this they added a further amount in
consideration for the termination of the P2P Contract and PSL's liabilities
thereunder.







5. SHAREHOLDINGS

The share capital structure of the Company at present and following the
acquisition of the PSL shares is set out below.

Existing % PSL (000) % Concert (000)
% Other (000) %
shares Acquisition Party
Options
(000) Shares Options
(000)
(000) (000)
Vanrenen 8,923 36.77 6,552 15,475 43.98 15,475
43.36 15,475 40.52
Concert
Party(1)
O'Sullivan 1,435 5.91 4,368 5,803 16.49 500 6,303
17.66 6,303 16.50
Concert
Party(2)
NewSmith 6,471 26.67 6,471 18.39 6471
18.13 6,471 16.94
Capital LLC
Edwin 2,500 10.30 2,500 7.10 2,500
7.01 2,500 6.55
Scholtz
Peter 1,000 4.12 1,000 2.84 1,000
2.80 1,000(3) 2,000 5.24
Reynolds
Others 3,940 16.23 3,940 11.20 3,940
11.04 1500(4) 5,440 14.25
TOTAL 24,269 100.00 10,920 35,189 100.00 500 35,689
100.00 2,500 38,189 100

1.Of the Vanrenen Concert Party's existing shareholding, 7,598,000 Shares are
held by Tembolani Trust of which David Vanrenen is a beneficiary. All of the
PSL Acquisition Shares to be issued to the Vanrenen Concert Party will be
held by Tembolani Trust.
2.The PSL Acquisition Shares to be issued to the O'Sullivan Concert Party will
be held by Ubique Holdings Limited, a company in which Henry O'Sullivan has a
material interest.
3.Exercisable prior to 31 March 2008 at a price of 15p per Share.
4.Held by employees, consultants and advisers of Waltech and exercisable prior
to 22 October 2007 at a price of 10p per Share.
Assuming the Concert Parties, but no other parties, exercised their options
over Shares, the Concert Parties would in aggregate hold 61.02 per cent. of the
Enlarged Issued Share Capital. David Vanrenen would be interested in 15,475,000
Shares (43.36 per cent.) and Henry O'Sullivan in 6,303,000 Shares (17.66 per
cent.) If all the options were exercised, the Concert Parties would hold 57.03
per cent. of the Company's then issued share capital.


6. CHANGE OF NAME
In light of the changed nature of the Company's business, the Directors intend
that the name be changed from Waltech Services plc to Waltech Plc. A special
resolution to effect this change will be proposed at the EGM.


7. EXTRAORDINARY GENERAL MEETING
The Circular contains a notice convening an EGM of the Company to be held at
11.00 a.m. on 20 June 2007 to approve the Acquisition and the change of name.


8. RECOMMENDATION
By virtue of their interest in PSL, David Vanrenen and Henry O'Sullivan have
not participated in the Board's consideration of the fairness and
reasonableness of the terms of the Acquisition and neither they nor their
related trusts will be entitled to vote at the EGM in respect of Resolutions
relating to it. The Independent Directors, who have been so advised by Matrix
Corporate Capital LLP, believe that the terms of the Acquisition are fair and
reasonable and that it is in the best interests of the Company and Shareholders
as a whole that the Resolutions be approved. In providing advice to the
Independent Directors, Matrix Corporate Capital LLP has taken into account
information supplied by the Independent Directors and their commercial
assessments. Accordingly, the Independent Directors unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at the EGM as
they themselves intend to do in respect of their holdings which, in aggregate,
amount to 3,500,000 Shares, representing 14.42 per cent. of the Existing Issued
Share Capital.

[notready] 24/5/2007 19:22

PS.

And for Drunk's benefit, I will repeat:

"So March sales being double January including growth in existing customer volumes and significant new customers still to be integrated by June means nothing?

And what about on-going new customers indicated by new sales channel partners?"

Do you want me to say, "I told you so....." when the growth continues?

;-)

[notready] 24/5/2007 19:03

Tradx666,

Now you are being naughty. I never said they wouldn't raise cash. And I certainly don't mind if they do!

I talked about their growth rates and why that makes this a good time to enter when the market is cynical (i.e. you) and I expect the growth rates to continue. And I most certainly do. And it will surprise you. Of that I have no doubt.

You will probably moan when they raise money in the future at 50p saying "I told you so", when in fact events and growth have overtaken your cynical scenario.

It won't wash with those who see what is actually happening and understand where this company can go and have noted that the corner has been turned.....

But the proof is in the pudding, so I can't prove my point 'til we see the next quarter's growth and it will probably need the quarter after that to start affecting you die-hards.

So for the moment the field is all yours to criticise everything that they do...

;-)

Maybe the above is a bit strong, but the I told you so deserves some retort ;-)

[pooky] 24/5/2007 16:30

Sorry I meant " director " . Anyway look at the figures for PSL - pretty impressive !

[shaunoneill29] 24/5/2007 16:26

"directors" means more than one?

[pooky] 24/5/2007 16:21

David Vanrenen

[shaunoneill29] 24/5/2007 15:29

pooky - 24 May'07 - 15:26 - 286 of 286


Have a look at Waltech on plus market (ofex ) news about PSL , looks like a bargain to me , directors formely of EPO

--------------------------------------------------------------------
Which directors?

[pooky] 24/5/2007 15:26

Have a look at Waltech on plus market (ofex ) news about PSL , looks like a bargain to me , directors formely of EPO

[tradx666] 24/5/2007 14:00

max,

Interestingly, the payments biz seems to be showing 'exponential' growth everywhere..see WALP

I'm taking a long hard look at two ex-epo'rs there, and the growth/numbers seem to be adding up pretty fast - mind you, the o/heads seem a fraction of here!

regards

T..

[maxbubble] 24/5/2007 12:01

the smart money will probably be at 10p - i.e. for profits as opposed to paying for losses

[arf dysg] 24/5/2007 11:08

True, the lack of warrants is interesting. It does mean they had a good story to tell someone.

[tradx666] 24/5/2007 09:49

Hi Paul,

I wasn't surprised, it was exactly as I said would be the case, but what others disagreed with!

Let's wait and see how forthcoming with TU's and the numbers they are this quarter and next, as this will surely have a material effect on how much and when the next tranche of cash is needed.

regards

T..

[paulypilot] 23/5/2007 23:33

Hi,

Why is anyone surprised ? The company have been quite open about the need to raise more money this year. Only a very modest discount to the current share price, suggests that the investors were keen to invest.

I don't see how anyone can moan about this at all. It makes the company more financially secure, and is only modestly dilutive.

A couple of other things;

1) 4,464,284 shares at 28p is £1,249,999.50 . So what ? Well the company refers to raising £1,250,000, so clearly they have not paid any fees to raise the money. Quite often you will see brokers take 10% or even more for difficult fund-raisings (calling in favours from Institutional clients,etc). This looks like another private fund-raising by the company itself.

2) There's no reference to any Warrants being issued with the new shares at 28p. When I subscribed recently for shares in the last Placing at 23p, we were given some Warrants as well, as a sweetener. This latest fund-raising is not only at a higher price (28p versus 23p), but there do not appear to be any Warrants either. So it's raised money on usefully better terms than last time - suggests continued progress in the business to me perhaps ??


Just to stress, the above comments are just my views. I've not got any inside information & have had no contact with the company since the last Placing at 23p.

Regards, Paul.

[drunk ascot driver] 23/5/2007 13:36

But don't worry people, the list of sales and clients growing exponentially

---------------------------------------------------------------------------

notready - 18 May'07 - 12:11 - 262 of 278

So March sales being double January including growth in existing customer volumes and significant new customers still to be integrated by June means nothing?

And what about on-going new customers indicated by new sales channel partners?

[joy1649] 23/5/2007 13:33

Tradx
I do wonder what they tell the new punters...Why don't they tell us ?
Don't you like the way they slipped in the GBP50,000 raised at 24p
where are all the bulls now?
That try at sums the other day all came to a big ZERO

[tradx666] 23/5/2007 13:21

joy

I did say they would....(NR - what say you now?).

....and that positve trading updates stuff just sets the scene for more dilution..

As I said, I am staggered that they can keep doing this and with virtually NO end in sight, is there anyone left for them to sell their story to now?

I said they would need around £3-4 mill between now and end of '08...so, the only question that remains is when will they raise the next lot?

regards

T..

[joy1649] 23/5/2007 13:11

they say "they are pleased to announce"they should be ashamed of them selves
when they get to the end of diluting they can say "Earthport are pleased to announce
what a bunch

[arf dysg] 23/5/2007 13:00

Oh no, here we go again, said the small pot of petunias, in a weary, resigned kind of voice.

[wiganer] 23/5/2007 12:40

Great news.

[joy1649] 23/5/2007 12:39

now we know ..more dilution
it does not stop and is not likely to in the short to medium term

[alchemy] 23/5/2007 12:38

Earthport Issue of Equity

RNS Number:1046X
Earthport PLC
23 May 2007


23 May 2007

Earthport plc ("Earthport" or the "Company")
Issue of Equity


Earthport is pleased to announce that it has raised a further #1,250,000 for
the Company through the issue of 4,464,284 new Ordinary Shares of 10p each in
the Company at 28p per Ordinary Share.

In addition, as an addendum to the issue of equity announced on 7 March 2007,
a further #50,000 was raised for the Company through the issue of 208,333 new
Ordinary Shares of 10p each in the Company at 24p per Ordinary Share.

The new Ordinary Shares have been issued and allotted and application has been
made for them to be admitted to AIM on 30 May 2007.

The new Ordinary Shares will rank pari passu with the existing Ordinary Shares
in the Company.

Following the admission of the new Ordinary Shares, the Company's issued share
capital will consist of 51,945,677 Ordinary Shares of 10p each, with voting
rights.

This figure may be used by shareholders in the Company, to determine if they
are required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FSA's Disclosure and Transparency rules.

Ends