Share Placing and Issue of Equity

RNS Number : 7984U

Coms PLC

30 December 2011

 



30 December 2011

Coms plc

("Coms", the "Company" or the "Group")

Share Placing and Issue of Equity

Coms plc is pleased to announce a share placing (the "Placing") of 100,000,000 new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") to new and existing investors at a price of 0.3 pence per share raising £300,000 before expenses.

The gross proceeds of the Placing will be used by the Company to provide working capital for the continued development of the Company's existing operations.

The Placing has been cornerstoned by MXC Capital Limited ('MXC'), a technology, media and telecommunications sector focused consultancy which also invests in client companies including Redstone and Maxima with which MXC are engaged.  MXC has subscribed for 43,333,333 new Ordinary Shares, (which represent 43 per cent of the Placing and 23.3 per cent of the Company's enlarged issued ordinary share capital). In addition, Coms plc has agreed to appoint an additional non-executive director to the board as nominated by MXC.  Furthermore,  MXC has agreed in principle, subject to compliance with the Takeover Code, to support to further placings to fund relevant acquisitions and future growth. A further announcement will be made as and when the additional board appointment is formalised.

In addition the Company has entered into a consultancy agreement whereby MXC will provide it with advice and guidance on, inter alia, the identification and execution of potential corporate transactions. Under the terms of the consultancy agreement, the Company will pay a monthly retainer and a commission based on the successful completion of certain corporate transactions.

The following Directors took part in the Placing:

Director	No. of new Ordinary Shares	No. of Ordinary Shares held following the Placing	% of issued share capital held following the Placing
Jason Drummond	28,333,333	54,210,152	29.20%
Richard Bennett	3,333,334	3,368,334	1.81%
Andrew Branson	333,334	743,334	0.40%
Justin Drummond	3,333,333	6,467,230	3.48%

The issue of new Ordinary Shares to Jason Drummond (Executive Chairman of the Company and a substantial shareholder), Richard Bennett (Chief Executive), Andrew Branson (Finance Director) and Justin Drummond (a non-executive director of the Company) are Related Party Transactions for the purpose of AIM Rule 13.

Pursuant to AIM Rule 13, Northland Capital Partners Limited, the Company's Nominated Adviser, considers that the terms of the related party transactions with each of the Directors are fair and reasonable insofar as the Company's shareholders are concerned.

The new Ordinary Shares to be issued will represent approximately 53.87% per cent. of the Company's enlarged issued share capital immediately following the Placing.

Application will be made for the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will be effective and that dealings in the shares will commence on Tuesday 10 January 2012.

The Placing Shares will rank pari passu with the existing shares.

The Company's enlarged share capital immediately following the Placing will be 185,634,894 Ordinary Shares. 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 change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Richard Bennett, CEO of Coms said, "We are very pleased to have MXC as a shareholder and look forward to working with them on the development of Coms and its business. We are confident that with MXC's expertise and support Coms will continue to develop its current businesses as well as identifying new business activities which will enhance Coms' internet telephony offering. It remains the Company's short term goal to grow our recurring revenue streams from Internet Telephony and move into sustainable profitability".

Contact:

Coms plc

Richard Bennett                           [phone] 

Northland plc (Nominated Adviser and Broker)

Luke Cairns /Rod Venables             [phone]

 
XCAP Securities Limited (Broker)

John Grant / Karen Kelly              [phone]

Threadneedle Communications (PR)
Graham Herring                            [phone]

 

END

 

 

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