Placing & Open Offer and Directorate change

RNS Number : 6382O

Coms PLC

29 May 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE CIRCULAR TO BE PUBLISHED BY COMS PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.

29 May 2015

Coms plc

Placing & Open Offer of 416,278,701 new Ordinary Shares to raise up to £2.08 million

Coms (AIM: COMS), is pleased to announce that Charles Stanley Securities has placed, on the Company's behalf, 200,000,000 new ordinary shares at 0.5 pence per share, with certain institutional and other investors to raise £1 million.

The Directors recognise the importance of pre-emption rights to Shareholders and consequently 216,278,701 new ordinary shares will be offered to existing Shareholders at 0.5 pence per share by way of the Open Offer, to raise up to £1.08 million. The Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Capital Raising by both subscribing for their respective basic entitlements and by subscribing for additional new Ordinary Shares under the Excess Application Facility, subject to availability.  The Open Offer is not being underwritten.

In the event that the Capital Raising is fully subscribed, the Company will receive gross proceeds of £2.08 million.

Further details of the Placing & Open Offer are set out below.

Background to the Capital Raising and use of proceeds

On 26 May the Company announced that it had exchanged contracts to dispose of the business and certain assets of Telecoms to Timico Limited for an initial consideration of £2.5 million payable in cash and deferred consideration of up to a further £1 million, payable in cash, based on the trading performance of Telecoms in the period to 30 November 2015. Completion of the Disposal is expected to take place on 31 May 2015.

Telecoms consisted of a number of acquisitions that had never been fully integrated. Despite attempts to restructure the business, trading losses continued and the overhead structure was such that the Board concluded it would take significant further investment and considerable management focus for the business to achieve profitability.

The proceeds of the Disposal will be applied to reduce the Group's liabilities and to reduce the Group's overdraft facility from the current £3 million level to below £2 million.

Following the Disposal the Group will comprise Redstone and Darkside Studios.

The Disposal will remove loss making businesses and enable the management team to focus on growing our core infrastructure business, Redstone. The Board plans to develop Redstone's leading Smart Buildings product offering and expand further its successful managed services business.  The Board intends to capitalise on accelerating growth in the construction industry and, in particular, the fast growing Smart Buildings sector where Redstone has already delivered strong referenceable solutions to a number of landmark projects.  The potential in these markets as they go through both structural and technological change is enormous. Redstone is well positioned to service this opportunity and our focus is to develop this capability through a combination of product development, organic growth and acquisitions.

The proceeds of the Capital Raising will be used to pursue this strategy and to augment working capital.

Board Change

Stephen Foster has resigned his position as a non-executive director of the Company and the Board would like to thank Stephen for his contribution since he joined the board in June 2013.

Further information on the Placing

The Company has placed 200,000,000 new ordinary shares at 0.5 pence per share, with certain institutional and other investors to raise approximately £1 million, before expenses.

The Placing is conditional, inter alia, on completion of the Disposal and on admission of the Placing Shares to trading and it is expected that admission will take place on 3 June 2015.  The Placing Shares will rank pari passu with the existing Ordinary Shares of the Company.  

Certain of the Directors are participating in the Placing as detailed below:

Name	Placing Shares	Current Holding	Enlarged Holding	Percentage of share capital as enlarged by the Placing
Frank Beechinor	9,000,000	-	9,000,000	0.77%
Mark Braund	4,000,000	-	4,000,000	0.34%
Diana Dyer Bartlett	4,000,000	-	4,000,000	0.34%
Guy Van Zwanenberg	3,000,000	-	3,000,000	0.26%

Application has been made for all the Placing Shares to be admitted to trading on AIM.

Following this allotment, the total issued share capital of the Company will increase to 1,173,254,153 Ordinary Shares.  The Company does not hold any shares in treasury and therefore the total number of voting rights in Coms following Admission in respect of the Placing Shares only will be 1,173,254,153.  This figure 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 charge to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

The Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently 216,278,701 Open Offer Shares will be offered to Qualifying Shareholders by way of the Open Offer. The Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Capital Raising by both subscribing for their respective basic entitlements and by subscribing for additional new Ordinary Shares under the Excess Application Facility, subject to availability.

The Open Offer Shares will be offered to Qualifying Shareholders on the following basis:

2 Open Offer Shares for every 9 Existing Ordinary Shares

held by them and registered in their names on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held.

If Shareholders have sold or otherwise transferred all of their Existing Ordinary Shares before the Record Date, they will not be entitled to participate in the Open Offer.

Qualifying Shareholders will also be offered the opportunity to subscribe for Excess Shares in excess of their Open Offer Entitlements pursuant to the Excess Application Facility. Excess applications will be satisfied only to the extent that corresponding applications are not made by other Qualifying Shareholders or are made for less than their Open Offer Entitlements.

In the event that the Open Offer is not fully subscribed, the Company will be able to place any Open Offer Shares not taken up by Qualifying Shareholders with other investors.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular.  It is expected that the Circular will be posted to Qualifying Shareholders on or around 3 June 2015.

Application will be made for all the Open Offer Shares to be admitted to trading on AIM.

The Placing Agreement

Charles Stanley Securities has entered into the Placing Agreement with the Company pursuant to which they have, on the terms and conditions set out therein, agreed to use their reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price.

The Placing Agreement is conditional upon, inter alia, completion of the Disposal and Admission.

The Placing Agreement contains warranties from the Company in favour of Charles Stanley in relation to, amongst other things, the accuracy of the information in the Circular and this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Charles Stanley in respect of certain liabilities which they may incur in respect of the Capital Raising. Charles Stanley has the right to terminate its obligations under the Placing Agreement in certain circumstances prior to Admission, including in the event of a breach of the warranties or a force majeure event.

Circular and Notice of General Meeting

Further details of the Capital Raising, the terms and conditions on which it is being made and details of the procedure for application and payment for the Open Offer Shares will be set out in the Circular and, in respect of Qualifying Non-CREST Shareholders only, in the Application Form.  It is expected that the Circular will be posted to Qualifying Shareholders on or around 3 June 2015.

A notice convening the General Meeting to be held on 19 June 2015 will be contained in the Circular.

For further information, please contact:

Coms plc                                                                                                         

Frank Beechinor (Chairman)                                                              [phone]

Charles Stanley Securities                                                                   [phone]

(Nominated Adviser and Broker)

Karri Vuori / Philip Davies

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2015

Record Date for entitlement under the Open Offer                                                      close of business on 28 May

Announcement of the Placing and Open Offer                                                                11.00 a.m. on 29 May

Posting of the Circular, Forms of Proxy and, to Qualifying

non-CREST Shareholders only, the Application Forms                                                  3 June

Admission effective and dealings commence in the Placing Shares                      8.00 a.m. on 3 June

Open Offer Entitlements and Excess CREST Open Offer

Entitlements credited to stock accounts in CREST of

Qualifying CREST Shareholders                                                                                               8.00 a.m. on 4 June

Latest recommended time and date for requesting

withdrawal of Open Offer entitlements and Excess CREST

Open Offer Entitlements from CREST                                                                                  4.30 p.m. on 12 June

Latest time for depositing Open Offer Entitlements and Excess

CREST Open Offer Entitlements into CREST                                                                       3.00 p.m. on 15 June

Latest time and date for splitting Application Forms

(to satisfy bona fide market claims)                                                                                      3.00 p.m. on 15 June

Latest time and date for receipt of completed Application Forms

and payment in full under the Open Offer or settlement of

relevant CREST instruction (as appropriate)                                                                      11.00 a.m. on 17 June

Latest time and date for receipt of Forms of Proxy                                                        11.00 a.m. on 17 June

Expected time and date of announcement of results of the

Open Offer                                                                                                                                      7.00 a.m. on 18 June

General Meeting                                                                                                                           11.00 a.m. on 19 June

Admission effective and dealings commence in the

Open Offer Shares                                                                                                                        8.00 a.m. on 22 June

Expected date for crediting of Open Offer

Shares in uncertificated form to CREST stock accounts                                                 8.00 a.m. on 22 June

Expected date of despatch of share certificates in respect of Open Offer

Shares in certificated form                                                                                                       30 June

PLACING AND OPEN OFFER STATISTICS

Issue Price for each New Ordinary Share                                                         0.5 pence

Basis of Open Offer                                                                                                   2 new Ordinary Shares for every 9 Existing Ordinary Shares

Number of Existing Ordinary Shares in issue                                                 973,254,153

Number of Placing Shares to be issued pursuant

to the Placing (at the Issue Price)                                                                       200,000,000

Number of new Ordinary Shares to be issued pursuant

to the Open Offer¹ (at the Issue Price)                                                             216,278,701

Enlarged Share Capital immediately following completion

of the Placing and Open Offer¹                                                                            1,389,532,854

Market capitalisation at Issue Price¹                                                                  £6.95 million

New Ordinary Shares as a percentage of the Enlarged

Share Capital¹                                                                                                                                                                     42.77 per cent.

Estimated gross proceeds of the Placing and Open Offer¹                                  £2.08 million

^{1  assuming the Open Offer is subscribed for in full}

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Act"                                                                                       the UK Companies Act 2006 (as amended from time to time)

"Admission"                                                                        the admission to trading on AIM of the New Ordinary Shares to be issued pursuant to the Placing and Open Offer taking place in accordance with the AIM Rules for Companies

"AIM"                                                                                     the market of that name operated by the London Stock Exchange

"AIM Rules for Companies"                                          the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange

"Application Form"                                                          the application form for Qualifying non-CREST Shareholders for use in connection with the Open Offer

"Board"                                                                                  the board of directors of the Company from time to time

"Business Day"                                                                   any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading

"Capital Raising"                                                                together the Placing and Open Offer

"certificated" or "certificated form"                         not in uncertificated form

"Charles Stanley"                                                              Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, the Company's nominated adviser and broker

"Circular"                                                                              the document to be sent to Shareholders by the Company containing details, inter alia, of the Capital Raising and the notice of General Meeting

"Company" or "Coms"                                                     Coms PLC, a company incorporated in England and Wales with registered number 05332126

"CREST"                                                                                 the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations

"CREST Regulations"                                                        the Uncertified Securities Regulations 2001, as amended

"Directors"                                                                           the directors of the Company

"Disposal"                                                                            the sale of the Company's telecoms operations

"Enlarged Share Capital"                                                the issued ordinary share capital of the Company immediately following Admission

"Euroclear UK & Ireland" or "Euroclear"                  Euroclear UK & Ireland Limited, the operator of CREST

"Excess Application Facility"                                        the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlements

"Excess CREST Open Offer Entitlement"                 in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to that Shareholder's stock account in CREST, pursuant to the Excess Application Facility, which is conditional on the Shareholder taking up his Open Offer Entitlement in full and which may be subject to scaling back

"Excess Shares"                                                                  new Ordinary Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility

"Excluded Territories"                                                    the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations

"Existing Ordinary Shares"                                            the existing Ordinary Shares as at the date of this announcement

"FCA"                                                                                      the Financial Conduct Authority of the United Kingdom

"FSMA"                                                                                  the Financial Services and Markets Act 2000 (as amended)

"General Meeting"                                                           the general meeting of the Company convened for 11 a.m. on 19 June 2015 (or any adjournment of it), notice of which will be included in the Circular

"Group" or "Coms Group"                                              the Company and its subsidiary undertakings

"Issue Price"                                                                        0.5 pence per New Ordinary Share

"London Stock Exchange"                                              London Stock Exchange plc

"New Ordinary Shares"                                                  up to 416,278,701 new Ordinary Shares to be issued pursuant to the Placing and the Open Offer

"Open Offer"                                                                      the invitation to be made to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms of and subject to the conditions set out or referred to in  the Circular and, where relevant, in the Application Form

"Open Offer Entitlement"                                             the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 2 Open Offer Shares for every 9 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer

"Open Offer Shares"                                                        the 216,278,701 new Ordinary Shares for which Qualifying Shareholders will be invited to apply under the terms of the Open Offer

"Ordinary Shares"                                                             ordinary shares of 0.1p each in the capital of the Company

"Overseas Shareholders"                                              Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom

"Placees"                                                                              the persons who have conditionally agreed to subscribe for the Placing Shares

"Placing"                                                                               the conditional placing at the Issue Price of the Placing Shares

"Placing Agreement"                                                       the agreement dated 28 May2015 between the Company and Charles Stanley relating to the Placing

"Placing Shares"                                                                means up to 200,000,000 new Ordinary Shares which Charles Stanley have agreed to use their reasonable endeavours to place with Placees

"Qualifying CREST Shareholders"                               Qualifying Shareholders whose Existing Ordinary Shares are held in uncertificated form

"Qualifying non-CREST Shareholders"                     Qualifying Shareholders whose Existing Ordinary Shares are held in certificated form

"Qualifying Shareholders"                                            Shareholders on the Company's register of members at the Record Date (other than Overseas Shareholders who are located in any Excluded Territory)

"Record Date"                                                                     means the close of business on 28 May 2015

"Registrar", "Receiving Agent" or

"Share Registrars"                                                             Share Registrars Ltd

"Resolutions"                                                                     the resolutions to be set out in the notice of the General Meeting

"Shareholders"                                                                  holders of Existing Ordinary Shares

"stock account"                                                                  an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited

"subsidiary"                                                                         a "subsidiary undertaking" as that term is defined in the Act

"Telecoms"                                                                          the Company's telecoms operations

"uncertificated" or "uncertificated form"              recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"                                            the United Kingdom of Great Britain and Northern Ireland

"£" or "Pounds"                                                                  UK pounds sterling, being the lawful currency of the United Kingdom

"United States", "USA'' or "US"                                    the United States of America, its territories and possessions and any state of the United States of America and the District of Colombia

"US Securities Act"                                                           the United States Securities Act of 1933, as amended

IMPORTANT NOTICE

This announcement is not a Circular and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Circular.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Circular and any other documentation into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each an "Excluded Territory").

No action has been taken by the Company or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Circular or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Excluded Territory and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Canada, Japan, or Australia.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Charles Stanley Securities. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Charles Stanley Securities by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Charles Stanley Securities accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Charles Stanley Securities accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

This announcement should not be considered a recommendation by the Company, Charles Stanley Securities or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.

 

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