Proposed Acquisitions, Placing & Open Offer & EGM
VoyagerIT.Com PLC
11 February 2000
Voyager IT.Com plc
('Voyager' or 'the Company')
Proposed Acquisitions, Placing and Open Offer
and Notice of Extraordinary General Meeting ('EGM')
The Directors of Voyager announce today that the Company plans
to raise approximately £7.7 million (prior to expenses) by
means of a Placing and Open Offer of 51,500,000 New Ordinary
Shares at 15p per share. The issue has been underwritten by
Seymour Pierce Limited, save for the 3,881,250 New Ordinary
Shares which Stephen Dean and Peter Holmes, directors of
Voyager, have irrevocably undertaken to take up under the Open
Offer.
The net proceeds of the Placing and Open Offer will be used to
fund the acquisitions, as detailed below, and to provide
additional working capital to fund any future acquisitions or
investments in accordance with the Company's strategy,
The Acquisitions
At the time of the Company's admission to AIM on 24 August
1999, the Directors stated that the aim of the Company was to
seek to acquire or invest in smaller companies within the
information technology, internet or media sectors which had
the potential for rapid and sustainable growth. Set out below
are details of two investments which the Directors believe
meet these criteria.
FutureOne, Inc. ('FutureOne')
FutureOne, a company whose stock is traded on the OTC Bulletin
Board, was established in 1994 and aims to offer a diverse
range of communications solutions to its customers by selling
communications equipment and services including broadband
convergence technology solutions, local and long distance
telephone services, internet e-business solutions, advertising
and graphic design services and underground cable engineering
and construction services. FutureOne's published intention is
to focus on the development of its convergence technology and
telecommunications services and on the further expansion of
its broadband communications engineering and construction
division.
Voyager has conditionally agreed to purchase a company which
holds 1,000,000 shares of common stock in FutureOne which at 7
January 2000 represented a 7.75% stake in the company. The
consideration of £1,535,000 is to satisfied in cash.
The Puma II Fund ('Puma II')
Puma II is an investment fund which will have a life of 5
years which may be extended to 7 years. Puma II was
established in September 1999 to seek to acquire significant
stakes in companies whose shares have the potential for strong
capital appreciation. Puma II is expected to have a bias
towards technology but may also invest in a number of other
sectors where Shore Capital Stockbrokers Limited, the fund
manager, has expertise. Puma II will seek to take advantage
of under-valued investment opportunities. The geographical
focus of Puma II is the UK and Israel.
Voyager has conditionally agreed to purchase a company which
owns 3,000 Puma II ordinary shares for a consideration of
£1,615,000.
Previous Investments
In addition to the proposed acquisitions described above, the
Company has also recently acquired interests in the following:
Voyager Financial News.Com plc ('VFN')
VFN operates through its two established trading subsidiaries,
Boswell City Financial PR Ltd. and Taylor Research Associates
Ltd. VFN also has an investment in Eximius Corp., which is a
business based in New York. VFN's ordinary shares are traded
on OFEX and the closing mid market price per share on 10
February 2000 was 22p.
Boswell City Financial PR Ltd was formed in 1985 and provides
corporate, financial, media and investor relations services to
a cross section of fully listed, AIM and OFEX traded clients.
Taylor Research Associates Ltd. was formed in 1996 and
provides specialist business information services ranging from
market and sector analysis to company profiles and product
information.
Eximius Corp. provides high quality financial research, news,
ideas and investment tools for distribution via internet
portals and plans to establish synergistic relationships to
further develop a network of multi-country/pan-European
websites through cross border alliances and partnerships.
Voyager invested £100,000 on 22 October 1999 for 2,000,000
ordinary shares representing 32% of VFN. Voyager also has
warrants to subscribe for a further 400,000 ordinary shares in
VFN exercisable at 5p per share.
Stephen Dean and Peter Holmes are directors of VFN.
Ukbet Plc ('Ukbet')
Voyager has invested £190,500 for 2,580,000 ordinary shares in
Ukbet, an online betting company, which represents 18.4 per
cent of the company.
Future Prospects
The Company has entered into a conditional agreement to invest
£750,000 in enterpriseAsia.com plc, a company formed to invest
in start up and early stage internet related and IT companies
with a particular focus upon Asia including the Far East.
The Company is also in the late stages of negotiation on
several other possible transactions which may lead to further
acquisitions or investments at which point a further
announcement will be made.
The Directors believe the pipeline for new investment
opportunities continues to be good and the Company continues
to source and review other suitable companies or businesses
that meet the specified criteria.
The Open Offer
Under the Open Offer, Qualifying Shareholders will be invited
to apply for New Ordinary Shares at the price of 15p per
share, payable in full in cash on application on the basis of
3 New Ordinary Shares for every 5 existing Ordinary Shares
registered in their name at the close of business on the
Record Date (2 February 2000). Entitlements of Qualifying
Shareholders will be rounded down to the nearest whole number
of New Ordinary Shares. Any resulting excess entitlements
will be aggregated and sold by Seymour Pierce Limited pursuant
to the Underwriting Agreement for the benefit of the Company.
Application Forms are personal to shareholders and may not be
transferred except to satisfy bona-fide market claims.
Extraordinary General Meeting
The Extraordinary General Meeting of Shareholders of the
Company has been convened to be held at Bridewell House, 9
Bridewell Place, London EC4V 6AW at 11.00 am on 9 March 2000.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on the
Alternative Investment Market and dealings are expected to
commence on 10 March 2000.
The New Ordinary Shares will rank pari passu with the existing
Ordinary Shares of the Company.
Copies of the document regarding the Open Offer have been sent
to shareholders and will be available to the public, for a
period of 14 days following the date of this announcement,
from the offices of Seymour Pierce Limited, 29/30 Cornhill,
London EC3V 3NF.
For further information, please contact:
Voyager IT.Com plc 01480 436666
Stephen Dean, Chairman
Seymour Pierce Limited 0171 648 8700
Richard Feigen / Sarah Wharry
Boswell City Financial PR 0171 583 2001
Glenda Boswell
Timetable of Principal Events
Record date for the Open Offer 2 February 2000
Posting of Circular and Application Forms 11 February 2000
Latest time and date for splitting of Application
forms to satisfy bona-fide market claims 3.00pm on 2 March 2000
Latest time and date for receipt of Application
forms and payment in full under the Open Offer 3.00pm on 6 March 2000
Latest time and date for receipt of Forms of Proxy 11.00am on 7 March 2000
Extraordinary General Meeting 11.00am on 9 March 2000
Dealings in new Ordinary Shares expected to commence 10 March 2000
CREST Accounts credited by 10 March 2000
Despatch of definitive share certificates by 17 March 2000