Update on proposed acquisition

RNS Number : 0182K

Synchronica PLC

08 July 2011

 



Synchronica plc

Update on Proposed acquisition of Nokia's OBM business:

Publication of Admission Document

Resumption of Trading in Synchronica Shares

Notice of General Meeting

Royal Tunbridge Wells, United Kingdom / Toronto, Canada - Synchronica plc (Synchronica) (AIM: SYNC) (TSX Venture: SYN) provides an update on the proposed acquisition of Nokia Corporation's Operator Branded Messaging business:

Publication of Admission Document

Synchronica has today published an admission document (Admission Document) in relation to the planned Re-admission of its enlarged issued Ordinary Share capital to trading on AIM. The Admission Document is now available on the Company's website www.synchronica.com and copies of the document will be posted today to Synchronica shareholders.  

On 30 June 2011, Synchronica announced its proposed acquisition of Nokia Corporation's Operator Branded Messaging (OBM) business (Acquisition), proposed placing of 59,054,031 new Ordinary Shares at 16 pence (or C$0.25) per share (Placing) and the proposed admission of its enlarged issued Ordinary Share capital to trading on AIM and the TSX-V (Admission). The 59,054,031 New Ordinary Shares will be placed on behalf of the Company with institutional and other investors by Northland Capital Partners Limited, the Company's Nominated Adviser and lead broker for the UK ("the Placing") and a North American syndicate led by Paradigm Capital Inc. and including Stonecap Securities Inc. and Cormark Securities Inc. ("the North American Placing"). The US$15 million of funds raised will be used to part-fund the Acquisition (US$4 million) and to provide additional working capital for the enlarged group.

The New Ordinary Shares to be issued in connection with the Placing and North American Placing will rank pari passu in all respects with the existing Ordinary Shares.

Resumption of Trading in Synchronica Shares

In accordance with AIM Rules, following the announcement on 30 June 2011, trading in Synchronica's Ordinary Shares was suspended pending the release of the Admission Document which would include information on the Company and on the proposed Acquisition, Placing and Re-admission.  With the publication of the Admission Document today, the London Stock Exchange has issued a notice confirming the restoration of trading in Synchronica's Ordinary Shares.

Notice of General Meeting

In view of the size of the proposed Acquisition in relation to Synchronica, the Acquisition will be treated as a reverse takeover transaction in accordance with the AIM Rules for Companies (AIM Rules) and accordingly requires the approval of Synchronica's shareholders at a general meeting.

A general meeting (General Meeting) of the Company will be held at 2.30pm on 28 July 2011 at the Company's offices at Mount Pleasant House, Lonsdale Gardens, Tunbridge Wells, Kent, TN1 1NY, United Kingdom for the purpose of approving the Acquisition in accordance with AIM Rules and giving the directors of the Company (Directors) the required powers and authorities to allot the new Ordinary Shares to be issued under the Placing and North American Placing and further new Ordinary Shares pursuant to the exercise of warrants. If the Acquisition is approved by shareholders, the admission of the existing Ordinary Shares to trading on AIM will be cancelled and the Company will apply for the Admission. 

Enquiries:

Synchronica plc	Carsten Brinkschulte, CEO	[phone]
	Angus Dent, CFO	[phone]
www.synchronica.com	Nicole Meissner, COO	[phone]
Northland Capital Partners
(Nominated Adviser)	Shane Gallwey/Rod Venables	[phone]
(Corporate Broker)	Katie Shelton	[phone]
Walbrook PR Limited		[phone]
(media enquiries)	Paul McManus	[e-mail]
(investor enquiries)	Paul Cornelius	[e-mail]

About Synchronica plc

Synchronica plc is a leading developer of next-generation mobile messaging solutions based on open industry standards. The award-winning product portfolio includes the flagship product Mobile Gateway, providing push Email, synchronization, instant messaging (IM), backup and restore, and mobile connectivity to social networks. Synchronica's products are white-labelled and offered by mobile operators and device manufacturers in emerging and developed markets to provide mass market messaging services, increasing data revenues and reducing churn.

Synchronica Mobile Gateway provides a unique multi-protocol gateway combining Push IMAP, SyncML, ActiveSync, Email-to-MMS, and Email-to-SMS, delivering messaging services to any mobile phone currently in the market without requiring an additional client to be downloaded. Expanding instant messaging to mobile devices, Mobile Gateway establishes carrier-branded IM communities, using the industry standard XMPP and provides gateways to popular internet IM communities, connecting any IMPS-enabled handset. With the recent acquisition of Iseemedia, Synchronica will enable the fast delivery of rich email attachments with advanced streaming that reduces network bandwidth consumption by as much as 90 percent.

Headquartered in England, Synchronica also maintains development centres in Germany and the Philippines in addition to a regional presence in the USA, Hong Kong, Madrid and Dubai. Synchronica plc is a public company traded on the AIM list of the London Stock Exchange (SYNC.L). For further information, please visit www.synchronica.com.

 

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