Acquisition and Related Party Transaction

RNS Number : 8246G

Coms PLC

12 June 2013

 

12 June 2013

Coms plc

("Coms" or the "Company")

Acquisition

Related Party transaction

Coms plc. (AIM: COMS), is pleased to announce it has acquired the entire issued share capital Premium O Limited (Premium O) for a consideration of £1,800,000 payable entirely in Coms ordinary shares of 0.1p ("Ordinary Shares") at a price of 3 pence per share. The consideration will comprise an initial consideration of 80%, with 20% deferred until  Premium O has generated for Coms an additional gross margin of a least £55,000 per month for at least three months. Once this condition has been satisfied, the issue of the shares is at the option of the individual Premium O shareholders

Premium O, in which the Company's CEO, David Breith has a majority interest, is a specialist B2B telecoms solutions provider & network operator within the interactive communications industry. Offering its clients the ability to utilise its proven technology and market knowledge to expand upon the media used to interact with current and target audiences, Premium O has proven to be a significant source of new revenue through monetising its collection of valuable telephone numbers, improved efficiency and enhanced customer retention for many of its clients.

During the year ended 30 September 2012, Premium O generated a profit before tax of £377,000 on sales of £2.97 million and had net assets of £29,000 at that date.

The Coms hosted telephony platform relies heavily on both inbound and outbound calls being delivered to our customers, Coms currently enjoys revenues on outbound calls and the acquisition of Premium O now means that as the Company will own the carrier network with the associated numbers, Coms will also benefit from additional margin from the inbound element of the calls. Premium O operates c.8 million telephone numbers ranging from most geographic numbers (e.g. 0207, 0161, 01494, 03xxx and 02xxx etc.) as well as every non-geographic number range (e.g. 0845, 0800, 0871 right through to 07xx mobile number ranges and 09 services) Premium O currently offers services through SKY TV as an example.

The acquisition of Premium O takes Coms to the next level of becoming a very credible voice carrier in the UK and owning the end to end solution of our offerings is what will set the company apart from our competition over the coming years.

By virtue of its size, the acquisition of Premium O represents a related party transaction under the AIM Rules for Companies. The independent directors, having consulted with the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

The shares will be distributed to the share holders of Premium O in proportion to their holdings in Premium O:

		80% Initial consideration	20% Deferred consideration
David Breith	59.5%	28,560,000	7,140,000
Lee Campion	40.0%	19,200,000	4,800,000
Suzannah Doyle	0.50%	2,400,000	600,000

Lee Campion has a proven and very successful track record. Prior to setting up Premium O with Dave Breith, Lee was the former Sales Director and one of the founder members of BT Agilemedia (BT Group inbound business). In his time there Lee grew the business to being the market leader in its field. Prior to that Lee was the Head of Service Provider channel at Kingston Communications.

6,000,000 of the 37,000,000 shares being issued to David Breith (80% immediately and 20% deferred) will be held in the name of Jennifer Herd.

Following the issue of the initial shares, David Breith will hold 136,186,455 ordinary shares representing 25.28 per cent of the Company and Lee Campion will hold 19,200,000 ordinary shares representing 3.56 per cent of the Company

For a period of 3 Months, all parties have agreed not to sell any shares without the permission of the Coms plc board.

Application will be made for the admission to trading on AIM of the 48,000,000 Ordinary Shares with admission expected to take place on 19 June 2013. The Company's enlarged issued ordinary share capital immediately following the issue of these shares will be 538,640,572 Ordinary Shares, The Company holds no Ordinary Shares in Treasury at this time. The figure of 538,640,572 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Iain Ross, the Company's non-executive director commented:

"Adding Premium O to the Coms portfolio will enhance the Company's margins through additional profitable revenue and through reducing the cost of Coms' existing operations. In addition, Coms will benefit from the approximately 8 million telephone numbers available for resale."

Coms plc

David Breith (CEO)                                                                  [phone]

Grant Thornton UK LLP (Nominated Adviser)

Colin Aaronson / Jen Clarke                                                    [phone]

Simple Investments (Broker)

Andy Thacker / Nick Emerson                                                 [phone]

Newgate Threadneedle (PR)

Graham Herring                                                                      [phone]

Notes to Editors

Coms plc is listed on the London Stock Exchange (AIM market) and is a leading player in the provision of Hosted VoIP Telephony to UK businesses with over 10-years' experience in the telecoms sector. Unlike most VoIP providers, Coms does not rely on third party providers and we own and operate a UK based Carrier Class Telephony Platform.

 

END

 

 

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