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 EE
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