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RNS Number : 2063K
Longships PLC
26 July 2013
26 July 2013
Longships Plc
("Longships" or "the Company")
Near Field Communication ("NFC") m-commerce company Proxama
Limited to reverse into AIM quoted Longships Plc.
Details of recommended transaction
Overview
-- Longships Plc to acquire Proxama Limited through the issue of
365,353,532 new Ordinary Shares at an issue price of 4 pence per
new Ordinary Share, valuing the Enlarged Group at approximately
GBP20 million, subject to the consent of Shareholders at a General
Meeting to be held on 22 August 2013.
-- Proxama is a Near Field Communication ("NFC") m-commerce
company whose stated vision is to connect the physical and digital
worlds. Its technology, products and platforms enable consumers to
launch secure mobile wallets, connect with brands, receive
promotional offers and make contactless payments through simply
tapping their NFC mobile phone on a card reader or other physical
media.
-- NFC is a fast growing market. Gartner, the American
consultancy, predicts that there will be an increase in global
mobile transaction volume and value of approximately 42 per cent.
per annum between 2011 and 2016. The consultancy also forecasts a
market worth US$617, with 448 million users by 2016.
-- Proxama's clients include MasterCard(R), Barclaycard,
Posterscope, Orange, ISIS, Diageo and a major UK Bank.
-- Highly experienced board is led by Neil Garner, formerly of
Consult Hyperion, where he developed contactless payment and SIM
card applications for blue chip clients.
Longships Plc (AIM:LONG), is pleased to announce that it has
entered into conditional contracts for the acquisition of the
entire issued and to be issued share capital of Proxama, through
the issue of 365,353,532 new Ordinary Shares at an issue price of 4
pence per new Ordinary Share.
The Acquisition, which constitutes a reverse takeover under Rule
14 of the AIM Rules for Companies, is conditional, amongst other
things, on the approval of Shareholders and accordingly, the
General Meeting is being convened, to be held at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU at 11.00
a.m. on 22 August 2013 for the purposes of considering and, if
thought fit, approving the requisite Resolutions.
The Acquisition is also conditional on the granting by the Panel
of a waiver of the obligation that would otherwise arise under Rule
9 of the Takeover Code on certain of the selling shareholders of
Proxama to make a general offer for all the shares of the Company
as a result of their proposed acquisition of in excess of 30 per
cent. of the Enlarged Share Capital. Independent Shareholders are
therefore also being asked to vote on the proposed Waiver at the
General Meeting.
A circular containing information about the background to and
the reasons for the Proposals will be posted to shareholders later
today (the "Admission Document"). The Admission Document sets out
why the Board considers the Proposals to be in the best interests
of the Company and why the Directors recommend that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting.
Details of the transaction, derived from the Admission Document
are set out
below.
Copies of the Admission Document may be obtained free of charge
during normal business hours on any weekday (except public
holidays) at the offices of Grant Thornton UK LLP, 30 Finsbury
Square, London EC2P 2YU from the date of this announcement and
shall remain available for a period of one month following the date
of Re-admission. Additionally, an electronic version of the
Admission Document will be available on the Company's website,
www.longshipsplc.com from 29 July 2013.
Enquiries:
Longships Plc +44 20 7269 7680
Nathan Steinberg, Director
Proxama Limited +44 20 7959 2298
Coen van Breda
Grant Thornton UK LLP (Nominated Adviser) +44 20 7383 5100
Colin Aaronson/David Hignell/ Jamie Barklem
Simple Investments (Broker) +44 1483 413500
Nick Emerson/Andy Thacker
Introduction
Longships today announces that it entered into conditional
contracts for the acquisition of the entire issued and to be issued
share capital of Proxama, through the issue of 365,353,532 new
Ordinary Shares at an issue price of 4 pence per new Ordinary
Share. By virtue of its size, the Acquisition constitutes a
"reverse takeover" under Rule 14 of the AIM Rules for Companies
and, as such, is subject to the approval of Shareholders, which is
being sought at a General Meeting which is being convened for 22
August 2013.
The Acquisition is conditional, amongst other things, on a
waiver of the obligation that would otherwise arise under Rule 9 of
the Takeover Code on certain of the selling shareholders of Proxama
to make a general offer for all the shares of the Company as a
result of their proposed acquisition of in excess of 30 per cent.
of the Enlarged Share Capital. Independent Shareholders are
therefore also being asked to vote on the proposed Waiver at the
General Meeting.
Background to and reasons for the Acquisition
The Company was incorporated on 20 December 2007 and its
Ordinary Shares admitted to trading on AIM on 21 April 2008 as an
investing company for the purpose of, inter alia, investing in
strategic and special situations. Because of the expertise and
commercial experience of the Board, Longships initially focussed
primarily on companies operating in the natural resources
sector.
Between April 2008 and April 2012, the Board investigated a
number of opportunities, none of which were ultimately considered
suitable. As reported in the Company's annual report for the
financial year ended 31 December 2011, the Board focused its
attention on one specific transaction in 2011 and for much of the
year was carrying out legal and commercial due diligence on this
target company, the principal asset of which was a near term
revenue generating bulk commodity project in West Africa. However,
as a result of the due diligence exercise carried out by the Board,
certain issues arose which led the Board to conclude that the
Company should not proceed with this transaction.
On 27 July 2012, Shareholders approved an investment of GBP2.3
million in Praetorian Resources Limited ("Praetorian"), a Guernsey
incorporated natural resources focused investing company several
times larger than Longships. The shares in Praetorian acquired by
the Company were subsequently returned to Shareholders by way of a
capital reduction, details of which were set out in a circular to
shareholders dated 9 July 2012. The investment in Praetorian and
subsequent return of capital left the Company with approximately
GBP550,000 of cash. The Company resolved to maintain its listing on
AIM and continue its existing investing policy. Since 27 July 2012,
the Board has continued to investigate new opportunities to effect
a transaction in accordance with that investment strategy.
Following the investment in Praetorian, the Board came to the
view that there was a change in market conditions in the small cap
sector and that the residual cash balance less continuing running
costs would be insufficient to attract a potentially rewarding
reverse takeover transaction. Accordingly, on 21 December 2012, the
Company raised GBP900,000 through a placing of new Ordinary Shares
and on 7 May 2013, it announced a further placing to raise an
additional GBP795,000. As a result of this additional funding, the
Company's cash resources are currently approximately GBP2
million.
Whilst Longships had previously been focusing its search for an
acquisition opportunity in the natural resources sector, the Board
acknowledged the difficulty currently faced by natural resource
companies in raising follow-on funding. As a result, the Directors
started to consider opportunities in other sectors and in April
2013, the Board was introduced to Proxama, a company that develops
near field communications products and services for global
blue-chip clients. The Directors have been impressed by the
business potential of Proxama and believe that, by acquiring
Proxama, Shareholders will get exposure to the rapidly expanding
field of m-commerce.
Information on Proxama
Introduction
Proxama is a Near Field Communication ("NFC") m-commerce company
whose stated vision is to connect the physical and digital worlds
through enabling consumers to manage their bank accounts and credit
cards, pay for goods and services, participate in and benefit from
loyalty programmes and access information and marketing material
through their mobile phones.
NFC is already widespread with train tickets (such as the London
based Oyster Card), access to buildings and increasingly cashless
payments all enabled using NFC technology. Proxama is seeking to
integrate these and other types of services within a mobile phone.
Its technology, products and platforms enable consumers to launch
secure mobile wallets, connect with brands, receive promotional
offers and make contactless payments through simply tapping their
NFC mobile phone on a card reader or other physical media.
Proxama uses its expertise to develop NFC solutions for its
customers, currently on a fee for service basis, in two key
areas:
1. mobile proximity marketing; and
2. secure mobile contactless payments.
Working with card issuers, mobile network operators ("MNOs"),
handset manufacturers, brands, agencies and out-of-home media
companies, Proxama enables its partners and clients to rapidly
launch NFC payment services and location-based marketing campaigns
worldwide. Among its achievements so far, Proxama has done the
following:
-- in partnership with MasterCard(R), launched the first prepaid
mobile contactless payment solution in the UK;
-- Proxama's Mobile Reference Kit has been used by card issuers
and terminal vendors to help ensure they are compliant with the
latest MasterCard(R) specifications for mobile contactless
payments;
-- Proxama's NFC mobile wallet technology, TapTransact(TM), is
being deployed by some of the largest global mobile wallet brands;
and
-- Proxama has secured a position as a TrustZone(R) partner of
ARM(R) - and ARM's new spin-out joint venture, Trustonic - making
possible the next generation of highly secure m-commerce.
Proxama has also executed over 400 proximity marketing campaigns
globally, including an award-winning NFC marketing campaign for
Nokia and VOX cinemas, the first UK NFC outdoor media campaign for
the launch of the X-Men: First Class movie and the UK's first NFC
consumer marketing campaign with Orange and EAT.
The quality of Proxama's work has won it a number of awards such
as winner in the category of Best Marketing Campaign using
Contactless/NFC Technology at the Contactless & Mobile Awards
2012, for its Nokia and VOX Cinemas Voucher Campaign and winner in
the technology category at the Cambridge Wireless Discovering
Start-Ups 2011.
As of the date of this announcement, Proxama has 56 full time
employees, mainly based at its Norwich offices, with a small team
based in London and a representative office in New York, where two
part time sub-contractors are based. Of these employees, between 35
and 40 at any time are employed as software engineers whose job is
to work on research and development projects, create new software
and products and customise existing products to meet customer
specific requirements.
The remainder of Proxama's employees are divided among the
management team, the sales team and the dedicated Client Services
team. The Client Services team is comprised of 8 employees based in
Norwich who are focused solely on delivering Proxama's various
marketing campaigns using the standard features of the core
technology platform and who are in daily contact with the brands
and media facing customers with which Proxama is currently
working.
Background
Proxama was founded by its Chief Executive, Dr Neil Garner, in
August 2005. From incorporation through to the first half of 2010,
the directors of Proxama focused mainly on research and development
projects and also worked on multiple prototype NFC projects,
developing solutions for companies such as MasterCard(R), RBS, Sky,
Tesco and Virgin Mobile. At the time, there were only prototype NFC
phones available in the market and m-commerce was not widespread
until the mass adoption of the smartphone in the late 2000s.
Because of the nature of its early work, Proxama generated income
on a fee for service basis. However, as the market grows, Proxama
intends as far as possible to move to a usage based recurring
revenue model.
Throughout 2010 Proxama worked closely with Nokia who were
developing the C7 mobile phone, which was intended to be the first
mass market NFC smartphone. Proxama provided Nokia with software
which enabled the C7 to easily create and manage NFC enabled
customer loyalty schemes under a global license agreement which
also allowed the Proxama software to be pre-loaded on the Nokia N9
phone.
In November 2010, Gavin Breeze, the current Chairman of Proxama,
who was well known to Neil Garner, made an investment in Proxama.
Gavin Breeze was the founder of Datacash which was sold for circa
GBP300 million in 2010 and brings extensive experience in mobile
payments to the Proxama management team.
In January 2011, Proxama acquired Hypertag, which brought to
Proxama ten years of proximity marketing product and service
experience. During the course of 2011 and 2012, owing largely to
the commercial roll out of NFC technology, Proxama became involved
in many NFC projects and activities. Examples of these
included:
-- collaborating with Posterscope on some of the very first
global NFC outdoor media marketing campaigns;
-- signing a licensing deal with Barclays Bank Plc for Proxama's
CardGateway technology, which was used to create the QuickTap(TM)
Contactless Payment App for Blackberry devices;
-- creating a Mobile PayPass reference kit, in collaboration with MasterCard(R); and
-- announcing a strategic partnership with ARM regarding the
development of secure m-commerce applications using ARM's
Trustzone(R) technology.
Near Field Communication
Near Field Communication is a standards-based connectivity
technology enabling consumers to make transactions, exchange
digital content, and connect electronic devices with a touch, a tap
or by bringing NFC enable devices into close proximity (typically
less than 4 centimetres). Current and future solutions are made
possible by NFC in areas such as:
-- Access control;
-- Consumer electronics;
-- Healthcare;
-- Information collection and exchange;
-- Loyalty and coupons;
-- Payments; and
-- Transport.
Well known examples of NFC devices include Transport for
London's Oyster Card and NFC enabled credit cards compatible with
chip and PIN terminals at an increasing number of high street
retailers such as Boots, Marks & Spencer, McDonalds and EAT.
The Proposed Directors believe that most payment, loyalty and other
cards will be accessed using a mobile phone as opposed to plastic
cards in a physical wallet. The potential market is expanding at a
rapid rate, as evidenced by the increasing number of NFC mobile
phones. In April 2013, there were estimated to be approximately 181
million NFC mobile phones in use globally and by the end of 2014 it
is anticipated that this will have increased to approximately 300
million.
The Proposed Directors consider that Proxama is well positioned
as a recognised leader in the market to address this growing market
through the breadth and depth of its expertise and the range of NFC
solutions that it currently offers and which they believe is wider
than that offered by its competitors.
Proxama's solutions
Proxama's product and service offering falls into two main
categories: Mobile Wallet and Proximity Marketing.
Mobile Wallet
Proxama offers card issuers, banks and Mobile Network Operators
(MNOs) a range of NFC mobile wallet products and services. Its
customisable mobile wallet technology allows financial institutions
to launch highly secure mobile contactless payments, without the
need for high capital outlay. Proxama's mobile wallet products are
cross-platform mobile OS compatible.
Proxama's TapTransact(TM) product family manages multiple
payment card issuers' cards within one mobile wallet application.
It provides a range of Visa and MasterCard card management
facilities including card activation and selection and balance and
transaction summaries. As well as enabling consumers to hold a
potentially very large number of cards in virtual form within the
mobile wallet, Proxama provides its clients with the ability to
offer marketing incentives and offers via the TapPoint(TM)
marketing platform.
As a TrustZone(R) partner of ARM(R), Proxama can offer
TrustZone(R)-enabled applications which seamlessly switch the
device to a secure mode of operation, ensuring only secure software
is able to interact with the phone's touchscreen. Proxama's mobile
wallet technology, when running on TrustZone(R)-enabled phones can
secure any passcodes, PINs or transaction information so that data
cannot be intercepted or compromised. This functionality is also
used to support greater security for authorising high value
transactions, supporting PIN change, loading funds to the relevant
card and logging into online banking to view card transactions.
Marketing
Existing marketing campaigns can be enhanced using Proxama's
TapPoint(TM) platform which provides a way of enabling consumers to
access NFC tags embedded in physical marketing media such as
advertising bill boards and point of sale material, delivering the
mobile content for these campaigns and monitoring the results.
TapPoint(TM) is used to deliver services such as voucher collection
and redemption, loyalty cards, video and audio downloads, product
information (such as recipes, meal deals and price comparisons),
competitions (such as scratch cards, bingo) and interactive
games.
Diageo have been working with Proxama to NFC-enable the harp
logo on the new Guinness beer fonts across UK and Irish pubs.
By using NFC enabled mobile phones, consumers are able to
"tap-the-harp" in pubs. This will immediately launch a one-to-one
engagement between the brand's loyalty system and the consumer
promoting prize draws, customer feedback and downloading the apps
to their mobile phones. The management of this campaign is
conducted through Proxama's SaaS TapPoint(TM) platform.
Proxama is also NFC-enabling the Guinness app for Android. This
means that when consumers (with the app installed) tap the harp,
the Guinness app immediately launches on their mobile phone and all
further engagement is presented through the Guinness app making the
customer's experience more personal.
TapPoint(TM) has been deployed to deliver the first out-of-home
NFC consumer marketing campaigns, including the largest NFC
campaign in the UK for EAT and Orange and the award-winning NFC
voucher campaign for VOX cinemas and Nokia.
Proxama's TapPoint(TM) reward product enables wallet owners to
provide value added services such as coupons, loyalty and instant
win: all fully integrated within their wallet environment via
TagCenter(TM). The TapPoint(TM) also provides wallet owners with a
set of on-line management utility tools including App lifecycle
management, language variants and user interface configuration for
different brands.
The Proposed Directors believe that NFC will become the de facto
method by which consumers interact with products, signage and POS
terminals.
Proxama's key customers
The Proposed Directors are focused on maintaining a blue-chip
client base and developing a strong pipeline of projects. Proxama's
key customers currently include the following major
organisations:
MasterCard(R) Proxama has been party to a Global Vendor
Agreement with MasterCard(R) since September
2006. This agreement sets out the framework
which enables Proxama to act as a preferred
supplier to MasterCard(R) and, as a result
of this agreement, Proxama's sales teams
are able to negotiate fees for the services
they provide MasterCard(R) on an ad hoc basis,
with each project that MasterCard(R) engages
Proxama to work being subject to a separate
specific contract. Since 2007, Proxama has
supplied MasterCard(R) with a range of solutions
including smart posters, coupons, and numerous
prototypes and specifications relating to
the mobile wallet.
Barclaycard Barclaycard has been one of Proxama's customers
since September 2011. Proxama has helped
Barclaycard develop its QuickTap(TM) technology
which turns a contactless payment card into
an application which can be used on an NFC
mobile phone. Proxama's current contract
with Barclaycard enables Proxama to generate
revenue from licensing core technology and
customisation as well as ongoing maintenance.
Posterscope Posterscope is a leading out-of-home communications
agency whose mission is to make out-of-home
marketing campaigns easy for its customers
to execute and manage. In 2011, Proxama worked
with Posterscope on one of the first NFC
enabled marketing campaigns for the X-Men:
First Class movie.
Diageo Diageo is a global premium drinks business
with a popular collection of beverage alcohol
brands across spirits, beer and wine including
Guinness, Smirnoff and Johnnie Walker. Proxama
have implemented a tap point marketing platform
which can be used as an NFC touch point on
approximately 80,000 Guinness beer pumps
in the UK. By touching the NFC mobile phone
against the pump, customers are able to download
the application which will grant them benefits
such as special offers on Guinness and selected
other drinks.
Orange Proxama has been engaged by Orange on a number
of projects. For example, in 2012 Proxama
helped Orange launch Quick Tap Treats, an
NFC loyalty service based on a rebranding
of Proxama's TagCenter(TM) product using
Proxama's TapPoint(TM) platform.
UK Banking Proxama has provided a major UK banking group
Group with a number of solutions on an ad hoc basis
including building one of the UK banking
group's first contactless payment demonstrations
in 2005 and several research and development
projects relating to mobile banking and commerce.
The majority of Proxama's historical contacts with the customers
listed above were agreed on a project by project basis where the
scope determined the nature, duration and value of each
project.
The Proposed Directors believe that the TapPoint(TM) platform
will enable it to scale its revenue base as NFC becomes more widely
adopted in the market. It further believes that the market will
evolve toward a success based usage revenue model and anticipates
that it will itself move away from a pure fee for service model
towards forms of revenue sharing based on usage of its
technology.
Strategic partners
Proxama has entered into several partnership agreements, of
which the Proposed Directors consider the following to be currently
Proxama's four most important strategic relationships:
ARM ARM is a leading semiconductor intellectual property ("IP")
supplier. ARM's IP enables the development of low power, high
performance digital products and as such is at the heart of
more than 35 per cent. of all consumer devices worldwide.
Proxama is a TrustZone(R) partner of ARM and as a result of
this partnership, ARM has provided Proxama funding for various
research projects and demonstrations of new NFC applications.
Trustonic Trustonic works with global handset manufacturers and global
network operators to provide the secure operating system which
runs in TrustZone(R). Proxama is a Silver partner of Trustonic
and has worked together with Trustonic on several early stage
customer prototypes and is positioned as a preferred partner
for m-commerce applications.
MasterCard(R) MasterCard(R) and Visa supply Proxama with specifications
and VISA for their mobile payment schemes. Proxama's mobile wallet
products must be compatible with all MasterCard(R) and Visa
cards and payment terminals.
The Logic Proxama has partnered with The Logic Group to deliver an NFC
Group enabled loyalty and voucher system, where vouchers and loyalty
points are issued in real-time through TapPoint(TM) and are
redeemed and validated on The Logic Group platform.
Intellectual property
Proxama's intellectual property comprises know how, copyrights,
trademarks and domain names, together with licensed-in rights.
Know how: Proxama's know how is embodied in a knowledge
database which enables efficient development
of software programs for customer applications
and continued development of its core technologies.
Copyright: Proxama owns the copyright in, or has the
right to use under licence, all of the software
code in its two core technology products:
TapTransact(TM) for its mobile wallet technology
platform and TapPoint(TM) for its NFC marketing
technology platform.
In addition, Proxama owns the copyright in,
or has the right to use under licence, all
of the software code in software development
kits (which include large libraries of mobile
application software programs) which allow
the integration of NFC capability into third
party mobile applications and interoperability
between most mobile phone operating systems
and Proxama's core technology products.
Proxama owns the copyright in the underlying
code in its core SaaS platform TapPoint.com
as well as the code underlying its website.
The code for which Proxama owns the copyright
has either been created by its employees
in the course of their employment (in which
case the intellectual property rights automatically
vests in the employer) or contractors. In
the latter case, all contractors utilised
by Proxama have entered into agreements that
provide that Proxama owns the intellectual
property rights in any work product created
by the relevant contractor.
Trademarks: Proxama has UK trade mark registrations for
"Proxama"; "Hypertag-point.click.receive";
"Cardgateway"; "TapPoint"; "Tagmanager";
"TagCenter" and "CardContainer". Proxama
has made UK trademark applications for each
of "TapTransact" and "TapSecure". Pending
registration, Proxama asserts ownership over
the unregistered trademarks that are the
subject of its trademark applications.
Domain Names: Proxama owns more than 20 domain name registrations
to further protect its trademarks and brands.
Patents: Although the Proposed Directors do not believe
that the protection that would be afforded
by the grant of a patent is material to the
commercial success of its business, Proxama
has made four patent applications to protect
particular features of its technology. These
patent applications are proceeding through
the patent registration process, but none
have as yet been granted.
Licensed Proxama licences in technology from some
in Rights: of its strategic partners as set out above
in order to have access to specifications
for the purpose of ensuring interoperability
between Proxama software and the products
marketed and sold by those strategic partners.
Current trading, future prospects and significant trends
Current trading
Financial information about Proxama is set out in Part 4 of the
Admission Document, which is available on the Company's website.
The Proposed Directors believe that sales will continue to improve
in line with the significant growth predicted for both the NFC
enabled mobile handsets and POS systems in the marketplace,
particularly once the market moves from piloting technology to a
commercial roll-out phase where Proxama moves from a pure fee for
service basis to a usage based revenue model.
Future prospects
Proxama is presently focussing on developing its business
primarily in the UK. The Proposed Directors believe that the United
States and Canada will be the first markets outside of the UK which
they target for international expansion given that their
relationship with ARM has already given them significant exposure
to these markets. Proxama also currently has a significant mobile
wallet project in progress for a US customer. In the medium term,
the Proposed Directors believe that Proxama's products can be
rolled out worldwide including in high growth economies such as
Brazil and other Latin American markets, for example through a
potential partner which is a large card issuer and systems
integrator with which Proxama is currently in discussions.
Significant trends: Contactless POS, cards and transactions
In March 2013, there were approximately 32.5 million cards with
contactless functionality in use in the UK, coupled with 147,000
contactless POS terminals. Visa Europe expect these figures to rise
with 34 million contactless Visa-branded cards in issue and 175,000
contactless POS terminals deployed by the end of 2013.
Incorporating the whole of Europe, it is anticipated that there
will be 70 million Visa-branded contactless cards and 650,000
contactless POS terminals in use by the end of 2013. Consumers in
the whole of Europe did 19 million transactions with Visa-branded
contactless bank cards in March 2013, an increase of nearly 50 per
cent. from December 2012. It is predicted that monthly contactless
transactions in Europe will increase to 52 million by the end of
2013.
Globally, shipments of NFC-ready POS terminals, doubled to an
estimated 3.9 million units in 2012 and Berg forecasts that the
global installed base will grow at a compound annual growth rate
(CAGR) of 46.1 per cent. from 6.7 million units in 2012 to 44.6
million units by 2017.
Significant trends: NFC phones
It is estimated that there will be 30.9 million smartphone users
in the UK by the end of 2013, representing 48.4 per cent. of all UK
residents and 60.4 per cent. of all UK mobile phone users. Of these
mobile phone users, approximately 8 million UK customers are
currently NFC enabled.
Berg Insight estimated that total NFC handset sales grew
approximately 300 per cent. to 140 million units worldwide in 2012.
It is estimated that between 2012 and 2017 the installed base of
NFC-enabled handsets will increase at a CAGR of approximately 65
per cent. and will reach 2.1 billion units. The global penetration
rate for NFC across all handsets will similarly increase to
approximately 32 per cent. by 2017.
Significant trends: m-commerce
In the UK, sales through mobile devices totalled GBP7.5 billion
in 2012, equating to 12 per cent. of the GBP62.4billion total
e-retail sales for the year. This value tripled from 2011, when
mobile sales accounted for 4 per cent. of e-retail sales.
M-commerce accounted for 20.2 per cent. of the online sales seen
in the UK during the first quarter of 2013. This is an increase
from the 15.4 per cent. of sales m-commerce represented in the
fourth quarter of 2012.
Gartner predicts there will be an increase in global mobile
transaction volume and value of approximately 42 per cent. per
annum between 2011 and 2016.The consultancy forecasts a market
worth US$617 billion with 448 million users by 2016.
Principal terms of the Acquisition
Under the terms of the Principal Acquisition Agreement and the
Minority Acquisition Agreements already entered into with the
Relevant Minority Sellers, Longships has conditionally agreed to
acquire at Completion the shares of Proxama held by the Principal
Vendors and the Relevant Minority Sellers.
The Principal Vendors and the Relevant Minority Sellers hold
16,392,400 shares in Proxama representing approximately 75.55 per
cent. of the issued shares of Proxama.
Under the terms of the Principal Acquisition Agreement and the
Minority Acquisition Agreements with the Relevant Minority Sellers,
it is a requirement to Completion that all other existing
shareholders of Proxama agree to sell all of the shares in Proxama
held by them and that completion of the sale and purchase of such
shares with the Company takes place at the same time as completion
of the sale of shares in Proxama held by the Principal Vendors and
the Relevant Minority Sellers.
The board of Proxama intends to request that all other such
existing shareholders of Proxama enter into a Minority Acquisition
Agreement. However, in order to ensure that the entire issued share
capital of Proxama is acquired by the Company at Completion, the
Principal Vendors and the Relevant Minority Sellers have also
agreed to serve a drag-along notice on the other shareholders in
Proxama pursuant to Proxama's articles of association. The effect
of the drag-along notice is that in the event that any such
shareholders do not enter into a Minority Acquisition Agreement,
whether by choice or default, the Principal Vendors and the
Relevant Minority Sellers may require them to do so and if
necessary may appoint a person to execute share transfers, the
Minority Acquisition Agreement and other ancillary documentation on
their behalf.
The consideration for the Acquisition consists of the issue to
the Principal Vendors, the Relevant Minority Sellers and all other
existing shareholders in Proxama of the Consideration Shares on the
basis of approximately 16.84 Ordinary Shares for every Proxama
ordinary share held.
Pursuant to the Proxama Convertible Note, White Angle (a company
wholly owned by Gavin Breeze) made a loan of GBP500,000 to Proxama.
The Proxama Convertible Note comprises 1,000,000 notes of GBP0.50
nominal value, each of which is currently convertible into an
ordinary share of Proxama. Under the terms of the Principal
Acquisition Agreement, on Completion the Company will acquire and
White Angle will sell its interest in the Proxama Convertible Note.
The consideration for this acquisition will be the issue of the New
Longships Note to White Angle. The New Longships Note will be
redeemable on substantially the same terms as those applicable
under the Proxama Convertible Note, but will be convertible, at the
request of White Angle into a maximum of 16,838,120 Ordinary Shares
(using the same conversion ratio as applies to the acquisition of
the issued share capital of Proxama).
Further details of the Principal Acquisition Agreement and the
Minority Acquisition Agreements (including details of the terms
applicable to the New Longships Note) are set out in the Admission
Document, which will be available on the Company's website
(www.longshipsplc.com) from 29 July 2013.
The City Code on Takeovers and Mergers
The issue of the Consideration Shares to the Concert Party (and,
following Completion, the subsequent conversion of the New
Longships Note or exercise of certain of the New Options) gives
rise to certain considerations under the Takeover Code. Brief
details of the Panel, the Takeover Code and the protections they
afford to Shareholders are described below.
The Takeover Code is issued and administered by the Panel.
Proxama is a company to which the Takeover Code applies and its
shareholders are entitled to the protection afforded by the
Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), where
any person acquires, whether by a series of transactions over a
period of time or not, an interest (as defined in the Takeover
Code) in shares which (taken together with shares in which he is
already interested and in which persons acting in concert with him
are interested) carry 30 per cent. or more of the voting rights of
a company that is subject to the Takeover Code, that person is
normally required by the Panel to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly, where any person or persons acting in concert already
is interested in shares which in aggregate carry not less than 30
per cent. of the voting rights of such company but does not hold
shares carrying more than 50 per cent. of the voting rights of such
a company, a general offer will normally be required if any further
interests in shares are acquired by any such person. An offer under
Rule 9 must be in cash and at the highest price paid within 12
months prior to the announcement of the offer for any interest in
shares of that class in the company by the person required to make
the offer or any person acting in concert with him in the previous
12 months.
Under the Takeover Code, a concert party arises where persons
acting together pursuant to an agreement or understanding (whether
formal or informal) co-operate to obtain or consolidate control of
that company. Control means an interest or interests in shares
carrying an aggregate of 30 per cent. or more of the voting rights
of the company, irrespective of whether the holding or holdings
give de facto control. The members of the Concert Party, as the
principal selling shareholders of Proxama, are deemed to be acting
in concert for the purposes of the Takeover Code. Certain members
of the Concert Party already own existing Ordinary Shares. At
Re-admission, and following allotment of the Consideration Shares,
the Concert Party will hold, in aggregate, 283,443,075 Ordinary
Shares, representing 60.92 per cent. of the Enlarged Share
Capital.
The individual holdings of Ordinary Shares of members of the
Concert Party, as at the date of this announcement and as they will
be immediately following Re-admission, are as follows:
Number of
Number of Percentage Number of Ordinary Percentage
Ordinary Shares of Ordinary New Ordinary Shares following of Ordinary
held prior Shares held Shares to completion Shares held
to the prior to be acquired of the Acquisition following
Acquisition the Acquisition pursuant to completion
the Acquisition of the
Acquisition
Neil Garner - - 119,761,130 119,761,130 25.74
Miles Quitmann - - 14,101,926 14,101,926 3.03
Coen van - - - - -
Breda
Gavin Breeze* 10,450,000 10.46 115,556,651 126,006,651 27.08
Chris Chapman** - - 20,205,744 20,205,744 4.34
Tessa Ogden - - 3,367,624 3,367,624 0.72
TOTAL 10,450,000 10.46 272,993,075 283,443,075 60.92
* held either in his own name or through White Angle
** held through MyBusinesFD
The Panel has agreed, subject to Resolution 2 being passed (on a
poll) by the Independent Shareholders at the General Meeting, to
waive the obligation on the Concert Party under Rule 9 to make a
general offer for the entire issued share capital of the Company
which would otherwise arise either by virtue of the allotment to
them of the Consideration Shares or by virtue of the additional
Ordinary Shares that may be allotted to them on exercise of New
Options or (in the case of White Angle, on conversion of the New
Longships Note. Accordingly, Independent Shareholders' approval (on
a poll) for the Waiver is sought in Resolution 2 to be proposed at
the General Meeting.
Shareholders should note that, if Resolution 2 is passed and no
further Ordinary Shares are issued, following Completion the
Concert Party would between them be interested in shares carrying
more than 50 per cent. of the voting rights of the Company and (for
so long as they continue to be treated as acting in concert) would
be able to acquire further Ordinary Shares, without incurring an
obligation to make an offer to Shareholders of the Company under
Rule 9. However, individual members of the Concert Party will not
be able to increase their percentage interest in Ordinary Shares
through or between a Rule 9 threshold without Panel consent. As a
consequence, each individual member of the Concert Party will be
able to acquire additional shares without being required to make an
offer pursuant to Rule 9, provided their respective individual
holdings do not exceed 29.9 per cent.
Further information on the members of the Concert Party is set
out in Part 3 of the Admission Document.
Directors and Proposed Directors
The Board of the Company currently comprises Malcolm Burne and
Nathan Steinberg, both of whom will resign from the Board on
Completion and the Proposed Directors will join the Board at that
time.
Following Completion, the Board will be made up of three
executive directors and two non-executive directors, of whom only
David Bailey, the proposed Chairman of the Company, is considered
to be an independent non-executive director. It is the intention of
the Proposed Directors to appoint at least one additional
independent non-executive director after Re-admission. Details of
the Proposed Directors are set out below:
David Bailey, aged 64 - Proposed Chairman.
David Bailey was a stockbroker with Phillips and Drew for 18
years from 1970, specialising in equity and derivative markets.
Since 1988, he has been a non-executive director of a number of
public and private companies, including Appleyard Group Plc, Hay
& Robertson Group Plc, Finsbury Asset Management Limited and
Sutherlands (Stockbrokers) Limited. He served as Chairman of
DataCash Group Plc, the AIM listed payment service provider and
GoIndustry Plc. David is presently a director of a number of other
companies including the web based legal publisher Mondaq Limited
and Brand Finance Plc. David's wide experience includes mergers and
acquisitions, venture capital, business angel financing and
corporate governance through membership of various audit and
remuneration committees.
Dr Neil Garner, aged 41 - Proposed Chief Executive Officer.
Neil Garner has a DPhil and MEng (First Class) from York
University and is a Charted Engineer. Prior to Proxama, Neil was a
director at Consult Hyperion, responsible for the systems
integration division. While there, Neil led a team which worked
closely with MasterCard(R) to develop PayPass for the first pilot
projects which is now the core technology used for contactless
payments. Neil was also responsible for the teams that delivered
the first mobile banking service for Barclaycard, the first text
alert services for RBS, the ground-breaking interactive TV credit
card (SkyCard) and Teletext's first mobile interactive services. He
also led the team which designed and built the SIM card application
for Vodafone's M-pesa which allows millions of citizens in Kenya to
transact using their mobile phone instead of cash. Neil is a
passionate believer in creating compelling user experiences using
technology and loves the challenge of designing the complex systems
required to enable consumers to simply and securely engage with
brands.
Miles Quitmann, aged 49 - Proposed Managing Director.
Miles Quitmann has operated at a very high level in the
electronic document management, e-billing & e-invoice markets.
He has successfully started, grown and sold two venture-backed
businesses and achieved an MBO in a third. Miles established
Wishstream as an outsourced provider of electronic bill and invoice
presentation services. which he then steered through three years of
growth, culminating in the successful trade sale to major
competitor. Most recently Miles was Managing Director of OneVu
Limited, a joint venture between Checkfree Corporation (now Fiserv)
and VocaLink Limited. Within sales, Miles has a successful sales
track record, being honoured, for example, as Candle Corp (now
IBM)'s European Top Performer) and winning major contracts with
companies such as Virgin, Orange, Lloyds, E.ON and Barclays.
Coen van Breda, aged 46 - Proposed Chief Financial Officer.
Coen van Breda has over 25 years of business experience across a
broad range of sectors with a primary focus on mobile technology.
He is a qualified chartered accountant (New Zealand Institute of
Chartered Accountants) and his background includes working for blue
chip organisations including KPMG, Goldman Sachs through to NASDAQ
listed and non - listed companies, SMEs and start-ups as well as
investing in the latter. Coen has worked and raised funds for a
number of early stage technology businesses most recently as CFO of
Truphone, a global mobile GSM operator which he joined in 2006 as
employee number 18 and helped build it from a VoIP only business to
a full global operator with offices in 8 countries and over 300
staff. Between 2006 and 2011, Truphone raised over GBP80million
despite some challenging economic conditions.
Gavin Breeze, aged 52 - Proposed Non-executive Director.
Gavin Breeze is a successful entrepreneur and investor in the
electronics payment space and has served as a director at a number
of companies in that sector. Gavin co-founded DataCash Group Plc of
which he was a director, and which was sold to MasterCard(R) in
2010. Gavin was a non-executive director of Envoy Services Limited
which was sold to Worldpay in 2010 and is presently a non-executive
director of Mobank Group Limited and Mi-Pay Limited as well as
being non-executive Chairman of Proxama and serving on the boards
of a number of companies in his home base of Jersey. Gavin has a
degree in History from the University of Cambridge.
Reasons for the Re-admission
The directors of Proxama resolved to enter into the Acquisition
Agreements in order to gain access to funds within Longships to
provide working capital and help fund the growth of the Proxama
business. In addition, the Proposed Directors believe that
admission to AIM will raise the profile of the Enlarged Group,
enable it to access funds through placings of shares after
Re-admission and to enhance the value of share-based management
incentive schemes thereby making it easier to attract and retain
talented individuals. In addition, should the Enlarged Group
identify potential acquisition targets, the Proposed Directors
believe that it may be possible to fund or part-fund such
acquisitions through issuing the vendors of such businesses with
AIM quoted securities.
Share Option Schemes
The Proposed Directors recognise the importance of ensuring that
employees of the Enlarged Group are well motivated and identify
closely with the future success of the Enlarged Group.
The Directors and Proposed Directors aim to align the interests
of all employees' as closely as possible with the interests of
Shareholders and regard employee share ownership as a key
incentive. The Company intends to administer the New Share Option
Schemes with the object of giving employees at all levels and
consultants the opportunity to acquire and hold shares in the
Company. The New Share Option Schemes comprise an EMI Scheme and an
unapproved share incentive scheme for the purposes of recruiting
and incentivising consultants, employees and directors of the
Enlarged Group who would not be eligible for the EMI Scheme.
Proxama currently operates the Proxama Share Option Scheme,
under which, as at the date of this announcement, it had granted
options over 2,802,800 ordinary shares in Proxama to current and
former employees, consultants and directors. There is a further
pool of unallocated options in respect of up to 601,900 ordinary
shares in Proxama. Proxama Options have been granted as either EMI
Options or unapproved options. As at the date of this announcement
2,777,700 of the Proxama Options were EMI Options granted to
employees and directors of Proxama and 25,100 were unapproved
options granted to consultants.
Under the terms of the Principal Acquisition Agreement, the
Company has agreed to make a rollover offer to holders of such
Proxama Options in accordance with the rules of the Proxama Share
Option Scheme. The effect of the rollover offer is to deem that the
holder accepts the grant to them of equivalent New Options in
consideration for the release of their existing Proxama Options.
Accordingly, on completion of the Acquisition, holders of Proxama
Options will automatically receive approximately 16.84 New Options
for every one Proxama Option. The New Options will have an exercise
price of 0.5345 pence per Ordinary Share.
Any such New Options taken up would be subject to the rules of
the New Share Option Schemes to be adopted by the Enlarged Group on
completion of the Acquisition and, in accordance with such proposed
rules, will normally become exercisable over a three year period
from the date of grant of the option in three equal annual
instalments (equivalent to the vesting provisions of the existing
Proxama Options).
In respect of those new EMI Options granted pursuant to the New
Share Option Schemes, confirmation has been sought from the Shares
and Assets Division of HM Revenue & Customs that such
replacement options will be of equivalent value and as such will
continue to be treated as qualifying EMI Options. If all of the New
Options were exercised in full (including those currently
unallocated), this would result in the issue of 57,328,748 new
Ordinary Shares representing approximately 10.97 per cent of the
Enlarged Issued Share Capital, as diluted by the issue of such
Ordinary Shares (assuming no other further issue of Ordinary
Shares).
Further details of the rules of the New Share Option Schemes are
set out in the Admission Document.
Dividend policy and future funding requirements
Because of the nature of Proxama's business and the stage of its
development, the Proposed Directors believe that any funds
available to the Enlarged Group will be used to develop the
business and that it is unlikely that the Proposed Directors will
recommend a dividend in the first few years following Re-admission.
The Proposed Directors believe the Company should seek to generate
capital growth for its Shareholders, but may recommend
distributions at some future date, depending upon the generation of
sustainable profits and when it becomes commercially prudent to do
so.
The Directors and the Proposed Directors believe that the
Company, following Re-admission, will have sufficient working
capital for at least a year after Re-admission. However, the
Directors and the Proposed Directors also believe that additional
funds will enable the Company to accelerate the development of the
Proxama business and, subject to market conditions, the Proposed
Directors intend that the Company should seek to raise further
equity capital through a placing of shares within nine months of
Re-admission.
Re-admission to AIM and dealings in Ordinary Shares
Application will be made for the Enlarged Share Capital to be
re-admitted to trading on AIM in accordance with the AIM Rules for
Companies. Subject to the passing of the Resolutions and Completion
of the Acquisition, it is expected that Re-admission will become
effective and dealings in the Ordinary Shares (including the
Consideration Shares) will commence on 23 August 2013.
General Meeting
Completion of the Acquisition is conditional upon Shareholders'
approval being obtained at the General Meeting and on the other
conditions to the Acquisition Agreements being satisfied.
Accordingly, the General Meeting is being convened, to be held at
the offices of Grant Thornton UK LLP, 30 Finsbury Square, London
EC2P 2YU at 11.00 a.m. on 22 August 2013 for the purposes of
considering and, if thought fit, approving the Resolutions as set
out in the Admission Document.
Irrevocable undertakings
Each of Malcolm Burne and Nathan Steinberg, being the Current
Directors, has irrevocably undertaken to vote in favour of the
Resolutions to be proposed at the General Meeting, including the
Resolution to approve the Acquisition, in respect of their holdings
and those of their immediate families and connected persons (within
the meaning of section 346 of the Act) totalling 8,416,000 Existing
Ordinary Shares, representing approximately 8.43 per cent of the
current issued ordinary share capital of the Company. Details of
the individual holdings of Malcom Burne and Nathan Steinberg to
which these irrevocable undertakings are set out in the Admission
Document.
Related party transaction
The Acquisition is classified as a related party transaction for
the purposes of Rule 13 of the AIM Rules. This is due to the fact
that Gavin Breeze, who is one of the vendors of Proxama and a
member of the Concert Party, is also a substantial shareholder of
the Company for the purposes of the AIM Rules.
The Directors, having consulted with the Company's Nominated
Adviser, Grant Thornton, consider that the terms of the Acquisition
are fair and reasonable insofar as the Independent Shareholders are
concerned.
Recommendation
The Directors consider the Acquisition to be in the best
interests of the Company and its Shareholders.
The Directors, having been so advised by Grant Thornton,
consider the Proposals to be fair and reasonable and in the best
interests of independent shareholders and the Company as a whole.
In providing advice to the Directors, Grant Thornton has taken into
account the Directors' commercial assessments.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting as they have irrevocably undertaken to do (or procure to be
done) in respect of their own direct or indirect holdings (all of
which are beneficial) amounting to, in aggregate, 8,416,000
Existing Ordinary Shares (representing approximately 8.43 per cent.
of the existing share capital of the Company as at the date of this
announcement.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context applies otherwise:
"Acquisition" the proposed acquisition by the
Company of the entire issued and
to be issued share capital of Proxama;
"Acquisition Agreements" together, the Principal Acquisition
Agreement and the Minority Acquisition
Agreements;
"AIM" AIM, the market of that name operated
by the London Stock Exchange;
"AIM Rules for Companies" the rules for companies whose securities
are traded on AIM, published by
the London Stock Exchange (as amended)
from time to time;
"Articles" the articles of association of the
Company as at the date of this announcement;
"Board" or "Directors" the directors of the Company for
the time being currently being Malcolm
Burne and Nathan Steinberg;
"Company" or "Group" Longships Plc, a company registered
or "Longships" in England and Wales with registered
number 06458458;
"Completion" Completion of the Acquisition;
"Concert Party" Neil Garner, Miles Quitmann, Coen
van Breda, Gavin Breeze, White Angle,
Christopher Chapman, MyBusinessFD
and Tessa Ogden, further details
of whom are set out in the Admission
Document;
"Consideration Shares" the 365,353,532 new Ordinary Shares
of Longships proposed to be issued
at the Issue Price by way of consideration
pursuant to the Acquisition;
"CREST" the electronic, paperless transfer
and settlement mechanism to facilitate
the transfer of title to shares
in uncertificated form, operated
by Euroclear UK & Ireland;
"EMI Options" options which are enterprise management
incentive options satisfying the
provisions of Schedule 5 to ITEPA;
"Enlarged Group" the Company and its subsidiaries,
as enlarged by the Acquisition;
"Enlarged Share Capital" together, the Existing Ordinary
Shares and the Consideration Shares;
"Euroclear UK & Ireland" Euroclear UK & Ireland (formerly
known as CRESTCo Limited);
"Existing Ordinary the 99,880,100 existing issued Ordinary
Shares" Shares in issue at the date of this
announcement;
"FCA" the Financial Conduct Authority
of the United Kingdom;
"General Meeting" the general meeting of the Company
to be held at 11.00 am on 22 August
2013 at the offices of Grant Thornton
UK LLP, 30 Finsbury Square, London
EC2P 2YU;
"Grant Thornton" or Grant Thornton UK LLP which is authorised
"Nominated Adviser" by the FCA to carry on investment
business, acting as nominated adviser
to the Company;
"Group" Longships and its subsidiary companies;
"Independent Shareholders" those existing Shareholders, other
than member of the Concert Party
who also hold Existing Ordinary
Shares;
"Issue Price" the price at which each Consideration
Share is proposed to be issued,
being 4 pence per share;
"ITEPA" the Income Tax (Earnings and Pensions)
Act 2003;
"London Stock Exchange" London Stock Exchange Plc;
"Minority Acquisition the agreements dated 25 July 2013
Agreements" and made between the Company and
the Relevant Minority Sellers, further
details of which are set out in
the Admission Document and the agreements
to be entered into between the Company
and all other shareholders of Proxama
(other than the Principal Vendors
and the Relevant Minority Sellers),
pursuant to Proxama's articles of
association;
"MyBusinessFD" MyBusinessFD Limited, a company
which is registered in England and
Wales with registered number 07209314;
"New Longships Note" the GBP500,000 unsecured convertible
loan note to be issued by the Company
to White Angle on Completion by
way of consideration for the acquisition
of the Proxama Convertible Note;
"New Options" the options proposed to be granted
pursuant to the New Share Option
Schemes on Completion under the
terms for the Acquisition, details
of which are set out in paragraph
10 of part 1 of the Admission Document;
"New Share Option Schemes" the new share option schemes proposed
to be adopted by the Company on
Completion for the purposes of granting
the New Options, details of which
are set out in paragraph 10 of part
1 of the Admission Document;
"Notice" the notice of the General Meeting;
"Ordinary Shares" ordinary shares of one penny each
in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Principal Acquisition the agreement dated 25 July 2013
Agreement" and made between the Company and
the Principal Vendors, further details
of which are set out in the Admission
Document;
"Principal Vendors" Neil Garner and White Angle;
"Proposals" the Acquisition, the Waiver, the
proposed change of name of the Company
and Re-admission;
"Proposed Directors" David Bailey, Neil Garner, Coen
van Breda, Miles Quitmann and Gavin
Breeze, details of whom are set
out in paragraph 8 of Part 1 of
the Admission Document;
"Proxama" Proxama Limited, a company registered
in England and Wales with registered
number 05523420;
"Proxama Convertible the GBP500,000 unsecured loan note
Note" issued by Proxama to White Angle,
which is currently convertible into
ordinary shares of Proxama and is
to be acquired by the Company on
Completion in exchange for the issuance
of the New Longships Note under
the terms of the Principal Acquisition
Agreement;
"Proxama Options" the existing outstanding options
to subscribe for new shares in Proxama
as detailed in paragraph 10 of Part
1 of the Admission Document and
which will be automatically rolled
over into equivalent New Options
on Completion in accordance with
the Rules of the Proxama Share Options
Scheme;
"Proxama Share Option the existing unapproved and EMI
Scheme" share options scheme operated by
Proxama;
"Re-admission" the re-admission of the Existing
Ordinary Shares and the admission
of the Consideration Shares to trading
on AIM and such admission becoming
effective in accordance with the
AIM Rules for Companies;
"Relevant Minority David John Bailey, Miles Lionel
Sellers" Quitmann, Tessa Ogden and MyBusinesFD;
"Resolutions" the resolutions of the Company to
be proposed to Shareholders, as
set out in the Notice;
"Shareholders" the holders of Ordinary Shares;
"Sterling" or "Pounds the legal currency of the UK;
Sterling" or "GBP"
"Takeover Code" The City Code on Takeovers and Mergers
as published by the Panel;
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland;
"US Dollar" or "US$" the legal currency of the USA;
"Waiver" the waiver proposed to be granted
by the Panel of the obligation that
would otherwise arise on the Concert
Party under Rule 9 of the Takeover
Code to make a general offer to
all Shareholders of the Company,
subject to the approval of Independent
Shareholders as set out in paragraph
7 of Part 1 of the Admission Document;
"White Angle" White Angle Limited, a company wholly
owned by Gavin Breeze and registered
in Jersey with registered number
111869.
GLOSSARY OF TECHNICAL TERMS
"m-commerce" Mobile commerce, meaning the delivery
of electronic commerce capabilities
directly into the consumer's hand,
anywhere, via wireless technology;
"MNOs" Mobile Network Operators;
"NFC" Near Field Communication;
"PIN" Personal Information Number;
"POS" Point of Sales;
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the 26 July 2013
Transaction
Publication of the 26 July 2013
Admission Document
Latest time and date 11.00a.m on 20 August 2013
for receipt of Forms
of Proxy
General Meeting 11.00 a.m. on 22 August 2013
Re-admission to trading 23 August 2013
on AIM effective
and commencement
of dealings in the
Enlarged Share Capital
Definitive share 29 August 2013
certificates despatched
(as applicable)
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGZNMVDGFZG
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