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Vyke Communications (VYKE)

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Monday 12 July, 2010

Vyke Communications

Joint Venture

RNS Number : 1642P
Vyke Communications PLC
12 July 2010

12 July 2010


Vyke Communications plc



Joint Venture Agreement and Warrant Instrument


·     Joint Venture Agreement to accelerate growth and development


·     Access to market and sell services to new customers


·     Expand Vyke in the US


·     Joint Venture Agreement provides partner a target of generating US$100 million of new revenues for Vyke in first year and EBITDA in excess of US$1.5 million


·     Warrant Instrument will result in partner being issued with Vyke shares based on revenue and EBITDA performance levels 


·     Additional board members to be appointed from partner in due course


The Board of Vyke Communications plc (AIM: VYKE) is pleased to announce that Vyke has entered into a joint venture agreement with Bonjour Europe Limited, a wholly owned UK subsidiary of BLS TEL Holdings LLC, and its affiliates ("Bonjour") relating to the future operations of Vyke (the "Joint Venture Agreement") together with a Warrant Instrument (as defined below) (together the "Agreements"). The Agreements are conditional upon, amongst other things, Vyke's shareholder approval and a circular to Vyke's shareholders will be sent out over the next few days.


Bonjour is part of a group of companies which provide telecommunication products and services across the globe, focusing on the emerging US and international markets for mobile and international calling, managing over one billion minutes annually. The Bonjour group currently has carrier, mobile and distribution operations in the US and Africa and is expanding its reach to Europe through the Joint Venture Agreement. Bonjour intends to use its relationships and market position to expand the reach of the Vyke technology and products and services. More information on BLS TEL Holdings LLC can be found at


The Board of Vyke considers the transaction with Bonjour to be a unique opportunity for Vyke to accelerate its growth and development in existing and new markets. The management team of Bonjour and its affiliates have considerable experience in running telecoms companies both in the US and worldwide and the Board of Vyke believes that, in time, a number of synergies and cost saving measures will be identified and implemented as a result of the relationship.


As described below, the Board of Vyke is optimistic about the transaction with Bonjour and have been able to structure it in such a way that Bonjour is rewarded only upon performance and delivery set out below.


The Joint Venture Agreement provides, inter alia, that Bonjour will utilise its relationships and its experience to assist Vyke with management of its operations and the generation of new synergistic and complimentary revenue streams for Vyke. The Joint Venture Agreement provides Bonjour with a target of generating US$100 million of revenue for Vyke for the 12 months to 30 June 2011 and contributing to the EBITDA of Vyke solely through Bonjour operations during this period in excess of US$1.5 million. In working towards achieving these targets, Bonjour is entitled to utilise such of the assets of Vyke as it considers to be appropriate and Bonjour has also granted Vyke the right to market to and sell services to a list of approximately 800,000 customers who have previously purchased telecommunications products and services from Bonjour's affiliates.


As consideration for Bonjour's services under the Joint Venture Agreement Vyke has entered into a warrant instrument pursuant to which Bonjour has been granted warrants (the "Warrants") to subscribe for such a number of new ordinary shares of 1 penny each in the capital of Vyke as will result in Bonjour being issued with the percentage of issued share capital of Vyke as is shown in column (3) of the table below (calculated on a fully diluted basis taking into account all agreements entered into at or before completion of the Joint Venture Agreement under which Vyke may be required to issue shares to any third party but not any agreements or commitments entered into by Vyke after that date) (the "Warrant Shares") conditional upon the relevant sales revenue and EBITDA targets (subject to various deductions and prepared in accordance with IFRS) for the 12 months following the date of the Joint Venture Agreement shown in columns (1) and (2) respectively of the table below:


Vyke turnover (US$m) (1)

EBITDA generated for Vyke solely through Bonjour operations (US$m) (2)

% of issued share capital of Vyke (3)














On exercise of the Warrants, the Warrant Shares issued to Bonjour will be credited as fully paid by Vyke. In the event that the maximum number of Warrants are not granted to Bonjour pursuant to the table above, Bonjour shall nevertheless be entitled to be granted the balance of the Warrants conditional upon meeting the outstanding sales revenue and EBITDA targets (subject to various deductions and prepared in accordance with IFRS) shown in columns (1) and (2) respectively of the table above in either of the 12 months following 1 July 2011 or 1 July 2012.


In addition to those conditions outlined above, the Agreements are also conditional upon the consent of Vyke's shareholders to the issue of the Warrant Shares free from any pre-emption rights as well as any and all consents that are required pursuant to the AIM Rules for Companies, the Companies Act 2006 and the Takeover Code (to the extent required) Bonjour is entitled to appoint up to four additional directors to the board of Vyke, provided always that each appointment is subject to the prior approval of Vyke. Further announcements will be made in relation to these appointments at the appropriate time.


Following the issue of the Warrant Shares, Bonjour has agreed to enter into a lock-in agreement restricting it from selling the Warrant Shares for the first year following their issue (other than those sold to fund any tax liability arising from the exercise of the Warrants by Bonjour in which case all such shares shall be sold through Vyke's broker, Allenby Capital).


Further announcements will be made at the relevant time.


Allenby Capital Limited's fees for introducing Bonjour to Vyke will be satisfied by the issue of shares in Vyke (credited as fully paid).


Jørgen Peter Rasmussen, Non-Executive Chairman, said: "This transaction with Bonjour represents a key development in the history of Vyke. Bonjour, through its affiliates in the BLS TEL Holdings LLC group, is an established telecoms provider and the management team has considerable experience in running telecoms companies both in the US and worldwide. The Board of Vyke believes that this transaction will enable Vyke to accelerate its growth and development plans."


Given that the place of central management and control of Vyke is not in the UK, Channel Islands or Isle of Man, the Company wishes to make shareholders aware that it is no longer subject to the provisions of the Takeover Code.





- For further information please contact: Vyke Communications plc


Vyke Communications

Tommy Jensen, CEO

+44 20 7732 3666

Allenby Capital Limited

+44 20 3328 5656

Nominated Adviser and joint broker

Brian Stockbridge / Alex Price

Threadneedle Communications

+44 20 7653 9850

Graham Herring / Josh Royston



About VYKE


Vyke Communications plc is a leading mobile Voice over Internet Protocol ("VoIP") provider and has offices in the UK, Norway, USA, Iceland and Malaysia. The strategic goal of Vyke is to combine its expertise in VoIP-based communication systems, mobile data service creation/handset technology and wholesale carrier network management to provide a converged communication solution. Vyke's current set of mobile-oriented products offers up to a 98% discount compared to current typical mobile operator pricing structures.




Vyke Mobile IP is the leading mobile-oriented Voice over IP (VoIP) service offering users up to 98% discount compared to typical mobile operator pricing structures. One of the first mass market mobile VoIP services, launched in April of 2006, Vyke Mobile IP features mobile oriented sign-up steps, automatic configuration services and pricing.


About the VYKE product suite


The Vyke suite of communication products features advanced services providing users with low cost, mobile operator/fixed line provider independent ways of making voice calls and sending text messaging from the mobile phone, PC and internet.


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