Notice of EGM
Synchronica PLC
26 October 2007
26 October 2007
Synchronica plc
("Synchronica" or "the Company")
Notification of Extraordinary General Meeting
The Board of Synchronica plc, (AIM: SYNC.LN), the mobile synchronisation and
device management company, announces that it has informed shareholders of its
intention to convene an Extraordinary General Meeting of the Company.
Over the past three months, Synchronica has made significant operational
progress towards becoming a leading mobile software vendor, and has signed
breakthrough deals with blue-chip customers for both of our product lines,
Mobile Gateway and the Mobile Manager Suite.
The commercial achievements documented over the last few months represent
important steps towards Synchronica's successful future. The Board is confident
that the Company is well-positioned to build on this significant momentum and
sign further similar contracts.
Having reviewed the Company's financial position, however, the Board has
concluded that to take best possible advantage of the promising market
opportunity, to pursue further contracts, and to put in place the resources
necessary to service them, Synchronica must strengthen its financial position.
The Board has therefore reached agreement with an institutional investor which
contemplates the issue of 30,000,000 new Ordinary Shares, at 6.25p per share by
the Company (representing 27.2% of the Company's issued share capital) for a
consideration of £1,875,000. In addition, the Company will enter into an equity
swap with this investor to retain, over the next twenty four months, much of the
economic value of the shares issued, allowing the Company to participate in the
upside of our own shares. Should the share price of the Company rise above the
reference price of 8.33p per Ordinary Share in the coming twenty four months,
the Company will receive more than £1,875,000 in consideration. There is no
upper limit placed upon the consideration receivable. Should the share price
fall over that period, the Company will receive less than £1,875,000. In no case
would a decline in our share price result in any increase in the number of
shares received by the investor or any other advantage accruing to the investor.
The direct costs, legal and due diligence fees, of this fund raising are
approximately £60,000. In addition, the Board has concluded that it would also
be prudent to have the flexibility to raise additional funds through the issue
of further shares.
Furthermore, the Board wishes to continue to use share options to retain and
incentivise key management across all companies within our group, including
those who fall outside the Company's existing UK-centric Share Option Scheme and
those for whom the limits of the existing Share Option Scheme have been reached.
Therefore, the Board proposes to adopt the Synchronica plc Global Share Option
Plan (the "New Scheme"), which will enable the Board to grant share options to
all employees of the group, including overseas employees, on a discretionary
basis and on terms broadly similar to those under the existing Share Option
Scheme. Options can be granted at any time subject to any applicable securities
laws. The exercise price for share Options will be the market value of the
shares on the date of grant. Vesting criteria will be set, which must be met
before an Option can be exercised, and which criteria can vary between
recipients. Performance conditions can be attached to the exercise of Options.
No payment is required for the grant of the Option. A dilution limit of 10% of
issued share capital as it exists from time to time across all employee share
plans operated by the Company will be included.
In order to enable the Company to finalise the arrangements with the
institutional investor and to have the ability to take advantage of appropriate
market conditions for any further issues of shares without the need to seek
further shareholder consent at such time, the Board is therefore seeking the
consent of shareholders now for the Resolutions to be proposed at an
Extraordinary General Meeting of the Company which has been convened for 10.00
a.m. on Monday 19th November 2007 at the offices of Simmons & Simmons,
CityPoint, One Ropemaker Street, London EC2Y 9SS. Copies of the Notice of EGM
sent out to shareholders are available at the Company's registered office.
Carsten Brinkschulte, CEO of Synchronica said: "The breakthrough deals we have
signed in recent months are a ringing endorsement of our strategy and our
products. Synchronica now has a very strong position in the mobile services
market, and we are well placed to build on our recent success. With the
continued backing of our shareholders we believe can now drive the Company
forward and deliver long term value to them."
Enquiries:
Synchronica plc
Carsten Brinkschulte, CEO +44 (0) 1892 552 799
+44 (0) 7977 256 406
Angus Dent, CFO +44 (0) 1892 552 760
+44 (0) 7977 256 347
Seymour Pierce
David Newton +44 (0) 20 7107 8000
Parimal Kumar +44 (0) 20 7107 8000
Corfin Communications
Ben Hunt, Harry Chathli +44 (0) 20 7977 0020
About Synchronica
Synchronica plc develops and markets industry standard synchronisation and
device management solutions for mobile operators, device manufacturers, and
enterprises. Its product portfolio ranges from data synchronization (DS) to
device management (DM) and firmware update over the air (FOTA). Products include
the mobile device management suite Mobile Manager and the Push Email and
synchronization solution Mobile Gateway. Headquartered in the UK with a
development centre in Germany, and offices in Hong Kong, US and Dubai.
Synchronica plc is a public company traded on the AIM list of the London Stock
Exchange (SYNC.LN). More information is available at www.synchronica.com.
This information is provided by RNS
The company news service from the London Stock Exchange