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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Nettworx | LSE:NTWX | London | Ordinary Share | GB00B0TLVX30 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.625 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:8062J Nettworx PLC 13 December 2007 Nettworx plc Irrevocable Undertaking and Share Subscription Discussions with Sim4Travel Holdings plc Coms plc ("Coms") is a company whose shares are traded on AIM, has today announced that it is in discussions with Sim4Travel Holdings plc ("Sim4Travel"), a company whose shares are traded on the Plus quoted market, which may or may not lead to an offer being made for the whole of the issued share capital of Sim4Travel. Nettworx invested in Sim4Travel on the 13 April 2007 and currently holds 117,333,333 ordinary shares in the capital of Sim4Travel (representing 11.8% on a fully diluted basis) and £756,000 convertible loan notes which are convertible into 126,000,000 ordinary shares and a further warrant to subscribe for 30,000,000 shares in Sim4Travel. Coms Coms was founded by Jason Drummond in 2000 with a vision of using the Internet to carry and deliver voice telephone calls. Unlike Skype, Coms is based upon the industry standard SIP protocol which enables the widest possible connection of customers, devices and integrated Web 2.0 applications. For the year ended 31 January 2007, Coms had income of £106,380 and a gross profit of £27,046. It made a loss after tax of (£664,331), had year end cash balances of £178,522 and consolidated net assets of £1,942,336. Sim4Travel Sim4Travel is a telecoms network independent company that offers travellers an alternative to their domestic network solutions by providing travellers with new international (Pay As You Go) SIM cards for use whilst abroad. Sim4Travel's service, which covers over 120 countries, significantly reduces, and in some cases completely avoids international roaming charges. In addition, Sim4Travel provides support that includes a top-up facility and UK based customer care, both of which can be accessed at any time from anywhere around the world. Sim4Travel was incorporated in September 2004 and admitted to trading on the Plus quoted market (then Ofex) on 5 May 2006. Information relating to a proposed offer The basis of a proposed offer for Sim4Travel, should the discussions progress, will be a share for share exchange (with no cash alternative) and, in the light of Sim4Travel's early stage of development, current trading and financial position the aggregate value of the proposed offer is likely to be in the region of £3m, compared with Sim4Travel's current market capitalisation of approximately £7.4m. Loan from Coms to Sim4Travel Sim4Travel's financial position is such that interim funding is presently required to meet Sim4Travel's working capital requirements in the short term. Coms entered into a loan agreement with Sim4Travel on 5 December 2007. Under the terms of this agreement, Sim4Travel can borrow up to £500,000 from Coms at a rate of interest equal to 5% per annum over the Barclays Bank Plc base rate. The loan and accrued interest are repaid on 30 March 2008 or on any later date agreed between Coms and Sim4Travel. The loan has been secured by way of a fixed and floating charge over the Sim4Travel's assets granted to the company granted to Coms under a debenture dated 5 December 2007. Discussions with Nettworx and Irrevocable Undertaking As part of its discussions with Sim4Travel, Coms has also been in talks with Nettworx. These talks have led to Nettworx giving to Coms a conditional irrevocable and binding undertaking under which Nettworx has agreed to the following obligations: 1. Nettworx will accept the terms of a proposed offer if and only if such proposed offer for Sim4Travel is made by Coms following a Takeover Code Rule 2.5 announcement ('Announcement of a firm intention to make an offer'). 2. Nettworx will, in the event that an offer document is posted, accept the proposed offer in relation to both Nettworx's 117,333,33 ordinary shares in the capital of Sim4Travel and the 120,000,000 ordinary shares which will arise from conversion of £756,000 convertible loan notes which Nettworx holds (referred to in paragraph 4 below), even if a higher alternative offer has been made to Sim4Travel's shareholders. 3. At the same time, and conditional only upon the posting of an offer document to Sim4Travel's shareholders, Nettworx will subscribe for £500,000 for 83,333,333 new ordinary shares in the capital of Coms at 0.6p per share by way of a private placing. In addition, subject to compliance with the Takeover Code or any other regulatory issues, Nettworx will be issued a warrant to subscribe for a further 50,000,000 ordinary shares in the capital of Coms at an exercise price of 0.6p and exercisable at any time during the 12 month period following the warrant issue. This will be in consideration of Nettworx waiving its right under its existing warrants over 30,000,000 shares in Sim4Travel. 4. Nettworx will convert into equity all its outstanding Sim4Travel convertible loan notes dated 13 April 2007 immediately upon the Company declaring the proposed offer has become unconditional as to acceptances. Nettworx will hold the shares that it receives in Coms pursuant to the subscription and acceptance of the offer for Sim4Travel as part of its investment portfolio. Nettworx has agreed with Coms that any disposals of such shares during the 12 months from the date upon which the offer is declared unconditional in all respects will only be made through the broker from time to time of Coms. Reasons for the Announcement and AIM Rules 12 and 13 The Irrevocable Undertaking commitments referred to above are being disclosed at this time in accordance with AIM Rules as notwithstanding their being conditional upon a potential Takeover Code Rule 2.5 announcement in relation to the proposed offer for Sim4Travel, the satisfaction of the condition is outside the control of Nettworx. The irrevocable commitment to dispose of Nettworx's shareholding of existing Sim4Travel shares and further shares to be issued on the conversion of its convertible loan notes will be a substantial transaction for the purpose of AIM Rule 12 and the irrevocable commitment to subscribe for £500,000 for new ordinary shares in the capital of Coms at 0.6p per share by way of a private placing will be a related party transaction in accordance with AIM Rule 13, given that Jason Drummond is a director and the Chairman of Coms and is also a director of Nettworx. Jason Drummond is also a substantial shareholder in Coms. The Directors of Nettworx, other than Jason Drummond, consider having consulted with the Nettworx nominated adviser, that the terms of the transaction are fair and reasonable insofar as the shareholders of Nettworx are concerned. Coms Announcement Coms is today making an announcement with regard to the discussions with Sim4Travel and the share subscription by Nettworx. Sim4Travel Announcement Sim4Travel is today making an announcement in accordance with the Takeover Code that it is in talks with Coms which may or may not lead to an offer being made for the whole of the issued share capital of Sim4Travel. Date: 13 December 2007 Contact: Jonathan Rowland Nettworx plc Tel: +44 (0) 207 087 7970 Contact: Mark Ashurst Canaccord Adams Tel: +44 (0) 207 050 6500 This information is provided by RNS The company news service from the London Stock Exchange END MSCLLLLFDLBLFBK
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