Potential Acquisition
Coms PLC
13 December 2007
COMS plc
Potential Offer, Irrevocable Undertaking and AIM Rules Announcement
Discussions with Sim4Travel Holdings plc
Coms plc (the "Company" or "Coms") announces 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.
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, 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.
The Company entered into a loan agreement ("Loan") with Sim4Travel on 5 December
2007. Under the terms of the Loan, Sim4Travel can borrow up to the sum of
£500,000 from the Company. Interest is payable on the loan at the rate of 5 per
cent per annum over Barclays Bank plc's base rate. The Loan and accrued interest
are repayable on 30 March 2008 or on any later date agreed between the Company
and Sim4Travel. The Loan has been secured by way of fixed and floating charges
over Sim4Travel's assets granted to the Company under a debenture dated 5
December 2007.
Discussions with Nettworx and Irrevocable Undertaking
As part of its discussions with Sim4Travel, the Company has also been in talks
with one of Sim4Travel's principal shareholders, Nettworx, whose shares are
traded on AIM. These talks have led to Nettworx giving to the Company 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 the Company 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 117,333,333
ordinary shares in the capital of Sim4Travel (representing 15.8% of Sim4Travel's
issued share capital - 11.8% on a fully diluted basis*) and the 126,000,000
ordinary shares (representing 12.7% of issued share capital on a fully diluted
basis*) which will arise from conversion of £756,000 of 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.
* allowing for conversion/exercise of loan notes, warrants and options
3. At the same time, and conditional only upon the posting of
an offer document to Sim4Travel's shareholders, Nettworx will subscribe £500,000
for 83,333,333 new ordinary shares in the capital of the Company at 0.6p per
share by way of a private placing. In addition, subject to compliance with the
Takeover Code and any other regulatory issues, Nettworx will be issued a warrant
to subscribe for a further 50,000,000 ordinary shares in the capital of the
Company 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.
Further Irrevocable Undertakings
The Company intends, in the event that a Takeover Code Rule 2.5 announcement in
relation to Sim4Travel is made, to seek and obtain further irrevocable
undertakings from Sim4Travel shareholders during the offer period.
Reasons for the Announcement and AIM Rules 12 and 13
The Loan from the Company to Sim4Travel is being disclosed at this time as it
will be a substantial transaction as regards the Company for the purposes of AIM
Rule 12.
The Irrevocable Undertaking commitments referred to above are being disclosed at
this time in accordance with the 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 purposes of AIM
Rule 12 and the irrevocable commitment to subscribe £500,000 for new ordinary
shares in the capital of the Company at 0.6p per share by way of a private
placing will be a related party transaction for the purposes of AIM Rule 13,
given that Jason Drummond is a director and the Chairman of the Company and is
also a director of Nettworx. The Directors of Coms, other than Jason Drummond,
consider, having consulted with the Company's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as the Company's shareholders
are concerned.
The Loan from Coms to Sim4Travel
Information Required pursuant to Schedule 4 of the AIM Rules:
--------------------------------------------------------------
Particulars of the The transaction comprises a secured loan from Coms
transaction, including the to Sim4Travel.
name of any company or
business, where relevant:
Description of the Business The assets involved in the transaction comprise
carried on by, or using, the the £500,000 loan, secured on Sim4Travel's assets
assets which are the subject which will be available for draw down by
of the transaction: Sim4Travel
The profits attributable to Not applicable.
those assets:
The value of
those assets: £500,000.
The full consideration and £500,000 to be drawn down by Sim4Travel in
how it is being satisfied: accordance with the terms of the loan.
The effect on the AIM The loan has been made available from the
company: Company's existing cash resources which will be
depleted as the loan is drawn down.
Details of any service None.
contracts of its proposed
directors:
In the case of a disposal, Not applicable.
the application of the sale
proceeds:
In the case of a disposal, Not applicable.
details on share
consideration:
Any other information The transaction is regarded as a substantial
necessary to enable investors transaction in accordance with AIM Rule 12. The
to evaluate the effect of the loan has been made available on commercial terms
transaction upon the AIM to Sim4Travel in connection with the discussions
company: between the Company and Sim4Travel which may or
may not lead to an offer being made for the whole
of the issued share capital of Sim4Travel.
The Irrevocable Undertaking commitments from Nettworx
Information Required pursuant to Schedule 4 of the AIM Rules:
--------------------------------------------------------------
Particulars of the The transaction comprises a conditional Irrevocable
transaction, including the Undertaking by Nettworx for the benefit of Coms and
name of any company or the signing of a conditional placing commitment.
business, where relevant:
Description of the The assets involved in the transaction comprise the
Business carried on by, or £500,000 subscription proceeds which will be paid to
using, the assets which Coms under a proposed private placing in return for
are the subject of the the allotment and issue of new Coms shares.
transaction:
The profits attributable Not applicable.
to those assets:
The value of
those assets: £500,000.
The full consideration and £500,000 under a proposed private placing.
how it is being satisfied:
The effect on the AIM The effect on Coms of the transaction is that if Coms
company: decides to make a Takeover Code Rule 2.5 announcement
in relation to the proposed offer and post an offer
document, it will receive additional working capital
of £500,000 to support the transaction costs incurred
with the proposed offer and the combined working
capital requirements of the enlarged group if and
when the proposed offer is made and subsequently
becomes unconditional as to acceptances.
Details of any service None.
contracts of its proposed
directors:
In the case of a disposal, Not applicable.
the application of the
sale proceeds:
In the case of a disposal, Not applicable.
details on share
consideration:
Any other information The transaction is regarded as a related party
necessary to enable transaction in accordance with AIM Rule 13 because
investors to evaluate the Jason Drummond is a Director of both Nettworx and
effect of the transaction Coms. The Directors of Coms, other than Jason
upon the AIM company: Drummond, consider, having consulted with the
Company's nominated adviser, that the terms of the
transaction are fair and reasonable insofar as the
shareholders are concerned.
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.
Further Announcement
A further announcement in relation to the proposed offer will be made, as and
when required by the Takeover Code, in due course.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of the Company or of the offeree, all "dealings" in any
"relevant securities" of the Company or the offeree (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities", they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" by the Company or the offeree, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the
Takeover Panel.
Date: 13 December 2007
Contact:
Coms plc
Richard Bennett, Corporate Development Officer
Tel: +44 (0)20 7148 3600
HB Corporate
Rod Venables
Tel: +44 (0)20 7510 8600
Notes to Editors:
About Coms
Coms was founded by Jason Drummond in 2000 with the 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. Coms subscribers can
make high quality calls over the internet wherever a high-speed internet
connection is available including in wireless hotspots. Coms subscribers can
also select their own free telephone number. Ofcom has allocated Coms 2 million
numbers in the top 178 UK geographic area codes by population which Coms
subscribers can choose from. In addition, Coms can transfer a company's existing
telephone number to their service. Subscription is available in a range of
packages from the Company's website www.coms.com.
As well as the obvious cost saving implications for businesses and consumers,
the expanding market will enable Coms to develop and offer innovative new
convergent services such as video calling, IP Centrex, location independence and
online presence. It is these new innovative features, alongside the cost saving
benefits that are likely to encourage customers away from traditional PSTN
systems and combine their broadband service and voice calling system.
Coms launched its consumer service in October 2006, and recently acquired
ExchangeXT, a leading provider of business VoIP services, to enable Coms to
enter the SME market.
Coms is an Ofcom authorised Public Electronic Communications Network (PECN) and
a member of the Internet Telephony Service Providers Association (ITSPA).
Coms plc joined the AIM market of the London Stock Exchange on 6 September 2006
(AIM:COMS).
This information is provided by RNS
The company news service from the London Stock Exchange
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