18th Aug 2008 07:00
Axis Mobile Plc (the "Company")
Proposed disposal of Axis Mobile Ltd.
Proposed cancellation of admission of Ordinary Shares to trading on AIM
and
Notice of General Meeting
Highlights
An agreement conditional, inter alia, on the approval of the Shareholders, to dispose of the entire issued share capital of Axis Mobile Ltd., the only trading subsidiary of the Company, to Synchronica, the mobile email and synchronisation vendor.
The consideration payable to the Company in connection with the Disposal comprises 85,102,041 Synchronica Shares, of which 68,342,420 Synchronica Shares will be issued directly to the Convertible Debt Holders.
In addition, the Company will receive 6,600,000 Synchronica Shares pursuant to the Synchronica Placing in consideration for the cancellation of a debt owed by the Subsidiary to the Company and a cash sum of £156,486 which is to be used by the Company to settle certain outstanding liabilities
The closing mid-market price of the Synchronica Shares on 15 August 2008, being the last date prior to printing and publishing of the Axis Mobile plc shareholder circular in connection with the Disposal (the "Circular"), was £0.045 per share.
Following the Disposal, the Board believes that Shareholders' best interests will be served by the Company discharging its liabilities (which it proposes to discharge, in part, with cash generated from the sale of Synchronica Shares) and by the distribution to Shareholders of the remaining Synchronica Shares, followed by a solvent winding of the Company and the Board's plans for this will be announced as soon as possible. The first step will be for the Board to discharge the contractual liabilities of the Company and to reduce overheads to a minimum.
Following the Disposal, the Company will have no trading activity and the Board believes that the costs of maintaining the Company's AIM admission, including ongoing compliance with the AIM Rules, are best saved to maximise funds available to be returned to Shareholders.
Completion of the Disposal and the De-Listing is subject ,inter alia, to the prior approval of Shareholders at the General Meeting to be held at the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London, EC2Y 9SS on 10 September 2008 at 9.30 am.
Sharon David, CEO of Axis Mobile, commented:
"As we mentioned in our results announcement on June 30 2008, the Company has experienced difficulty in collecting revenues from its new accounts and has seen deterioration in its available working capital. The current weakness in the global economy and operational issues affecting the Company means that further borrowing can not be secured at an acceptable level.
"The Board believes that it is in the best interests of all shareholders to effect the sale of Axis Mobile Ltd, to cancel the Company's admission to trading on AIM and, following the proposed distribution of the Synchronica shares held by the Company, to seek a solvent winding up of the Company. The synergies between the business of Axis Mobile Ltd. and Synchronica are compelling and the technology of Axis Mobile Ltd will enable Synchronica to bolster its mobile e-mail and synchronisation solution."
A timetable is set out in Appendix 1 below.
A full copy of the Chairman's letter from the Circular is set out in Appendix 2.
All definitions in this release shall have the meanings as set out in Appendix 3 unless the context otherwise requires.
The Circular is today being posted to the Shareholders of the Company and a copy of the Circular, together with the notice of General Meeting, is available on the Company's
website www.axismobile.com
Enquiries to:
|
Uri Darvish |
Tel: + 972 3 768 5555 |
|
AxisMobile |
www.axismobile.com |
|
Josh Royston |
Tel: +44 (0) 20 7653 9844 |
|
Threadneedle Communications |
|
|
Mark Williams/Andrew Chubb |
Tel: +44 (0) 207 050 6500 |
|
Canaccord Adams Limited |
Appendix 1 Expected Timetable of Principle Events
Latest time and date for receipt of Proxy Forms
9.30 am 8 September 2008
General Meeting
9.30 am 10 September 2008
Shares cease trading on AIM
18 September 2008
Appendix 2 Chairman's Letter
Proposed disposal of Axis Mobile Ltd.
Proposed cancellation of admission of Ordinary Shares to trading on AIM
and
Notice of General Meeting
The Board is pleased to announce that on 15 August 2008 the Company entered into an agreement, conditional, inter alia, on the approval of the Shareholders, to dispose of the entire issued share capital of Axis Mobile Ltd., the only trading subsidiary of the Company, to the mobile email and synchronisation vendor, Synchronica.
The consideration payable to the Company in connection with the Disposal comprises 85,102,041 Synchronica Shares, of which 68,342,420 Synchronica Shares will be issued directly to the Convertible Debt Holders. In addition, the Company will receive 6,600,000 Synchronica Shares pursuant to the Synchronica Placing in consideration for the cancellation of a debt owed by the Subsidiary to the Company and Synchronica has agreed to pay the Company a cash sum of £156,486 which is to be used by the Company to settle certain outstanding liabilities. Further details of the Share Purchase Agreement are set out below.
The Disposal is deemed to be a disposal resulting in a fundamental change of the Company's business for the purpose of Rule 15 of the AIM Rules and is therefore conditional on the consent of Shareholders being received at the General Meeting. A notice convening the General Meeting, at which resolutions approving the Disposal and the De-Listing will be proposed, is accompanying a circular which is today being sent to Shareholders. Subject to satisfying this condition, and certain other conditions set out in the Share Purchase Agreement as outlined below, completion of the Disposal is expected to take place a few days following the General Meeting.
A circular is today being sent to shareholders to provide you with details of the Disposal and De-Listing, and to explain why the Board believes these transactions are in the best interests of the Company and its Shareholders, and to seek your approval for the Disposal and De-Listing.
Background
Since its admission to AIM on 27 June 2006, the Company has positioned itself as a mobile email vendor for the mass market. The Company launched a mobile email service, which enabled feature phones to receive and send emails and read documents such as Word, Excel and Powerpoint. Whilst the Board believes that the Company was achieving respectable results, especially in relation to its operations in Eastern Europe, the Company has found conditions in the highly competitive market segment in which it operates to be challenging..
On 30 April 2008 the Company announced that due to a slower than anticipated increase in and collection of revenues, the Company's cash position had significantly deteriorated. The announcement stated that the Board was considering its options, which included procuring additional funding from strategic investors or a disposal of certain or all of the assets of the Company pursuant to a strategic M&A transaction.
Having considered a variety of funding options over several months, it became clear to the Board that due to market conditions and ongoing performance issues affecting the Company, the Company would not be able to raise additional equity funding in the short term. As a result of this inability of the Company to raise additional equity funding, combined with the Company's worsening cash position resulting from, inter alia, slower than anticipated revenue collection and the devaluation of the US dollar against the New Israeli Shekel, the Board decided that the only way for the Company to continue to operate, and provide an opportunity of a return to Shareholders, was by concluding a strategic M&A transaction. Accordingly, the Board entered into discussions to explore the possibility of a strategic M&A transaction with several potential purchasers. After careful consideration, the Board believes that the sale of Axis Mobile Ltd. to Synchronica represents the best option for a strategic transaction at this time.
Details of the Disposal
The Disposal consists of the sale by the Company to the Purchaser of the entire issued share capital of the Subsidiary. The consideration payable to the Company in connection with the Disposal comprises 85,102,041 Synchronica Shares. In addition, a further 6,600,000 Synchronica Shares are being issued to the Company pursuant to the Synchronica Placing in consideration for the Company agreeing to release the Subsidiary from an inter-company debt owed by the Subsidiary to the Company in an amount of £198,000. Out of the total Consideration Shares due to the Company under the Share Purchase Agreement, 68,342,420 Synchronica Shares will be issued directly to the Convertible Debt Holders pursuant to the arrangements described below under the heading "Conversion of the Convertible Debt". In addition, Synchronica has agreed to pay the Company a cash sum of £156,486, which is to be used by the Company to settle certain outstanding liabilities. The closing mid-market price of the Synchronica Shares on 15 August 2008, being the last date prior to printing and publishing this circular, was £0.045 per share. The closing mid-market price of the Ordinary Shares of the Company on 15 August 2008, being the last date prior to printing and publishing this circular, was £0.03125 per share, giving the Company a market capitalisation of £919,826.
Under the terms of the Share Purchase Agreement, the issue and allotment of 17,020,408 Consideration Shares will be deferred for a period of 15 months from the date of Admission, against claims by the Purchaser alleging a breach of any of the warranties, tax warranties or any other provision of the Share Purchase Agreement.
Pursuant to the terms of the Share Purchase Agreement, the Disposal is conditional, inter alia, on the following:
the passing at the General Meeting of the resolution approving the Disposal;
the Disposal, in accordance with the terms of the Share Purchase Agreement, being approved by the Convertible Debt Holders pursuant to the terms of the Compromise Agreement;
completion of the Synchronica Placing; and
admission of the Consideration Shares becoming effective at or before 8.00 a.m. on 15 September 2008, or such later time or date (being not later than 3.00 p.m. on 31 October 2008) as the Company and the Purchaser may agree in writing.
Information on the Subsidiary
The Subsidiary was founded in 2000 as Celltrex Ltd. and merged with Valis Ltd. in 2002. From its inception, the Subsidiary operated in the mobile messaging market, supplying service providers with solutions to enable subscribers to use email on mobile devices. In June 2006, the Subsidiary was acquired by the Company as part of a reverse aquisition, following which the enlarged group was re-admitted to AIM. The Subsidiary is the only trading subsidiary of the Company. Today, the Subsidiary provides consumer mobile email solutions to mobile operators, service providers, system integrators and OEMs. During 2007 and the first half of 2008, the Subsidiary was successful in winning new contracts with customers, and these have started to yield revenues. However, during the past few months the Subsidiary has experienced difficulty in collecting revenues from new accounts as well as suffering from the devaluation of the US dollar against the New Israeli Shekel, and has consequently seen a deterioration in its available working capital.
The following information has been extracted without adjustment from the accounts of the Subsidiary for the year ended 31 December 2007, and summarises the financial performance of the Subsidiary for that period. In order to make a proper assessment of the financial position of the Subsidiary, Shareholders should not rely solely on the summary information set out below but should read the whole of Subsidiary's reports and accounts, copies of which will be made available at the General Meeting.
|
2007 |
2006 |
|||
|
$'000 |
$'000 |
|||
|
Revenues |
1,354 |
551 |
||
|
Cost of revenues |
(1,258) |
(525) |
||
|
Gross profit |
96 |
26 |
||
|
Operating expenses: |
||||
|
Research and development |
(3,042) |
(2,858) |
||
|
Sales and marketing |
(2,666) |
(2,461) |
||
|
General and administrative |
(1,729) |
(4,379) |
||
|
Total operating expenses |
(7,437) |
(9,698) |
||
|
Operating loss |
(7,341) |
(9,672) |
||
|
Financial expenses, net |
(3) |
(5,546) |
||
|
Other expenses |
(3) |
|||
|
Net loss |
(7,347) |
(15,218) |
||
|
2007 |
2006 |
|||
|
$'000 |
$'000 |
|||
|
ASSETS |
||||
|
CURRENT ASSETS: |
||||
|
Cash and cash equivalents |
596 |
2,043 |
||
|
Trade receivables |
5 |
63 |
||
|
Other accounts receivable and prepaid expenses |
1,172 |
588 |
||
|
Related parties |
8 |
923 |
||
|
Total current assets |
1,781 |
3,617 |
||
|
NON CURRENT ASSETS: |
||||
|
Long-term restricted cash |
120 |
115 |
||
|
Long-term lease deposits |
67 |
74 |
||
|
Property and equipment,net |
293 |
344 |
||
|
Total non-current assets |
480 |
533 |
||
|
TOTAL ASSETS |
2,261 |
4,150 |
||
|
LIABILITIES AND EQUITY |
||||
|
CURRENT LIABILITIES: |
||||
|
Trade payables |
584 |
221 |
||
|
Accounts payable and accrued expenses |
671 |
797 |
||
|
Deferred revenues |
442 |
332 |
||
|
Total current liabilities |
1,697 |
1,350 |
||
|
ACCRUED SEVERANCE PAY, NET |
102 |
98 |
||
|
NON CURRENT LIABILITIES: |
||||
|
Liabilities for royalties |
1,565 |
1,226 |
||
|
Total non current liabilities |
1,667 |
1,324 |
||
|
Total liabilities |
3,364 |
2,674 |
||
|
EQUITY: |
||||
|
Share capital - |
||||
|
Ordinary shares of NIS 0.01 par value |
131 |
98 |
||
|
Series A Preferred shares of NIS 0.01 par value |
- |
- |
||
|
Series B and B-1 Preferred shares of NIS 0.01 par value |
- |
- |
||
|
Additional paid-in capital |
44,352 |
39,617 |
||
|
Accumulated deficit |
(45,586) |
(38,239) |
||
|
Total equity |
(1,103) |
1,476 |
||
|
Total liabilities and equity |
2,261 |
4,150 |
||
Information on Synchronica and the Synchronica Shares
Synchronica develops and markets mobile email and synchronisation solutions for a number of devices in the market today. Mobile operators, device manufacturers and service providers in emerging and developed markets use Synchronica products to offer mobile email, PIM synchronisation and backup and restore services to their consumer and corporate customer base.
The market for mobile email is expected to grow significantly over the next few years. Synchronica expects mobile email to grow most rapidly in the emerging markets due to a lack of physical telecoms infrastructure, low PC penetration and the now relatively low cost of a basic mobile phone. Informa predicts that there will be 4.81 billion mobile phone subscribers by 2012, with a vast majority of the next billion subscribers coming from emerging market regions ('Middle East and Africa Mobile Opportunities and Forecasts', Informa 2007). At the end of April 2008, China had approximately 580 million mobile phone users ('China Daily', 25 May 2008). According to industry analysts, Frost & Sullivan, the mobile enterprise market in the Asia Pacific region (excluding Japan) is forecast to grow in value from just under $21 billion in 2006 to nearly $36 billion by 2011 ('Asia Pacific Mobile Communications Outlook', Frost & Sullivan, 2007).
It is Synchronica's belief that following the acquisition of Axis Mobile Ltd. the combination of the businesses of AxisMobile and Synchronica will allow Synchronica to bolster its mobile email and synchronisation solution at a time when the mobile email market is expected to grow significantly.
The following information has been extracted without adjustment from the annual report and accounts of Synchronica for the year ended 31 December 2007 and summarises the financial performance of Synchronica for that period. In order to make a proper assessment of the financial position of Synchronica, Shareholders should not rely solely on the summary information set out below but should read the whole of Synchronica's reports and accounts, copies of which are available of the Synchronica website (www.synchronica.com).
|
2007 |
2006 |
||
|
£'000 |
£'000 |
||
|
Revenue |
2,285 |
1,068 |
|
|
Administrative costs |
|||
|
Reorganisation costs |
(492) |
(529) |
|
|
Exceptional Impairment of goodwill |
- |
(661) |
|
|
Other administrative expenses |
(4,951) |
(6,969) |
|
|
Total administrative costs |
(5,443) |
(8,159) |
|
|
Operating loss |
(3,158) |
(7,091) |
|
|
Finance Income |
87 |
189 |
|
|
Finance costs |
(12) |
(49) |
|
|
Loss before taxation |
(3,083) |
(6,951) |
|
|
Taxation |
113 |
296 |
|
|
Loss for the year after tax attributable to the equity |
|||
|
holders of the parent company during the year |
(2,970) |
(6,655) |
|
|
Loss per ordinary share from continuing operations |
|||
|
Basic and diluted loss per share |
(4.4)p |
(18.3)p |
|
Synchronica Placing
In order to finance the combined businesses of Axis Mobile Ltd. and Synchronica following the acquisition of the Subsidiary, Synchronica has conditionally placed the Synchronica Placing Shares with certain institutional and other investors. On admission of the Consideration Shares and the Synchronica Placing Shares to trading on AIM, the Consideration Shares will represent approximately 21.19∗ percent of the entire issued share capital of Synchronica (as enlarged by the Consideration Shares and the Synchronica Placing Shares) and the Synchronica Placing Shares will represent approximately 42.19∗ percent of the entire issued share capital of Synchronica (as enlarged by the Consideration Shares and the Synchronica Placing Shares). The 6,600,000 Synchronica Shares to be issued to the Company will represent approximately 1.64∗ per cent. of the entire issued share capiatal of Synchronica (as enlarged by the Consideration Shares and the Synchronica Placing Shares). The Synchronica Placing Shares have been placed with institutional and other investors at a price of 3p per share. The closing mid market price of the Synchronica shares on 15 August 2008, being the last business day prior to the publication of this document, was £0.045 per share.
On their admission to AIM, the Consideration Shares and the Synchronica Placing Shares will rank pari passu in all respects with the existing Synchronica Shares, including the right to receive all dividends and other distributions declared, paid or made after the date of their issue.
Conversion of the Convertible Debt
Between April 2007 and July 2008, the Company and the Subsidiary entered into loan facility agreements with the Convertible Debt Holders pursuant to which the Company borrowed in several tranches an aggregate of US$7,100,000 from the Convertible Debt Holders. As at 15 June 2008 (the date of the Compromise Agreement), the outstanding Convertible Debt owed by the Company to the Convertible Debt Holders, including all interest, arrangement fees and other costs and expenses due in connection therewith, was US$7,440,427.
On 15 June 2008, in anticipation of the Disposal, the Company and the Subsidiary entered into a conditional agreement with the Convertible Debt Holders, conditional, inter alia, on the allotment of a proportion of the Consideration Shares to the Convertible Debt Holders based on a formula set out in such agreement, pursuant to which the Convertible Debt Holders agreed that upon the allotment to them of such shares: (i) the Convertible Debt shall be deemed to have been fully paid, satisfied and discharged (including the payment of any arrangement fees and other costs and expenses due and owing to the Convertible Debt Holders in connection therewith), (ii) all legal charges created in favour of the Convertible Debt Holders in connection with the Convertible Debt shall be removed, (iii) the agreements entered into between the Company, the Subsidiary and the Convertible Debt Holders in connection with the grant of the Convertible Debt shall be terminated, and (iv) all warrants issued to the Convertible Debt Holders in connection with the Convertible Debt shall be cancelled.
It has been agreed with the Convertible Debt Holders that the terms of the Compromise Agreement will be amended prior to the completion of the Disposal. The effect of the amendment will be that in respect of US$388,000 of the Convertible Debt the proportion of the Consideration Shares that the Convertible Debt Holders will receive in connection with the Disposal will be equal to the proportion of Ordinary Shares that the Convertible Debt Holders would receive if such sum of US$388,000 was converted into Ordinary Shares on the basis of one Ordinary Share for every US$0.01555 of such sum. The remaining terms of the Compromise Agreement will remain the same. The terms of the Compromise Agreement have previously been announcd by the Company.
Therefore, on completion of the Share Purchase Agreement, and in accordance with the terms of the Compromise Agreement (as amended), the Company shall direct Synchronica to issue 68,342,420 Consideration Shares directly to the Convertible Debt Holders (less the pro rata proportion of the Deferred Consideration Shares attributable to the Convertible Debt Holders). As certain of the Convertible Debt Holders, being Pitango Venture Capital and Concord Ventures, are existing Shareholders, the variation to the terms of the Compromise Agreement referred to above is classified as a related party transaction under the AIM Rules. The Directors, having consulted with the Company's nominated adviser, Canaccord Adams Limited, consider the terms of this transaction are fair and reasonable insofar as shareholders are concerned.
Immediately after Admission, the Convertible Debt Holders will hold an aggregate of 68,342,420 Consideration Shares (less the pro rata proportion of the Deferred Consideration Shares attributable to the Convertible Debt Holders) being approximately 17.01∗ per cent. of the Purchaser's issued share capital.
Use of Proceeds and Post Disposal Strategy
The Company shall have no interest in the Subsidiary immediately following the Disposal. As a result, the Company's only asset will be 23,359,621 Synchronica Shares (being the Consideration Shares and the Synchronica Placing Shares to be issued to the Company less the Convertible Debt Holders' Consideration Shares and less the pro rata proportion of the Deferred Consideration Shares attributable to the Company). Following the deemed satisfaction of the Convertible Debt in accordance with the terms of the Compromise Agreement, the Company will have no liabilities to the Convertible Debt Holders. Following completion of the Disposal the Company will be left with insufficient working capital to finance its ongoing costs and as a result is likely to be required to sell some of the Synchronica Shares it will hold in order to fund its costs in connection with and until such time as it is able to effect a distribution to Shareholders. Pursuant to the terms of the Share Purchase Agreement, any such disposal shall be subject to an orderly market arrangement between the Company, the Purchaser and the Purchaser's broker.
Cancellation of admission of the Ordinary Shares to AIM and CREST
Following the Disposal, the Board believes that Shareholders' best interests will be served by the distribution of Synchronica Shares to them followed by a solvent winding of the Company and the Board's plans for this will be announced as soon as possible. The first step will be for the Board to discharge the contractual liabilities of the Company and to reduce overheads to a minimum.
Following the Disposal, the Company will have no trading activity and the Board believes that the costs of maintaining the Company's AIM admission, including ongoing compliance with the AIM Rules, are best saved to maximise funds available to be returned to Shareholders.
Accordingly, at the General Meeting, a special resolution will be put to Shareholders to approve an application being made to cancel the admission of the Ordinary Shares to AIM. If approved, it is expected that the cancellation will take effect from 7am on 18 September 2008. This resolution will be passed if more than 75 per cent. of the votes cast at the General Meeting are in favour.
The Company's Ordinary Shares will rank pari passu in any future dividend or distribution, both before and after the De-Listing of the Ordinary Shares from AIM.
Following the De-Listing, the Ordinary Shares of the Company will no longer be transferable through CREST. Shareholders who currently hold Ordinary Shares in uncertificated form will receive share certificates.
General Meeting
Completion of the Disposal and the De-Listing is subject to the prior approval of Shareholders at the General Meeting to be held at the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London, EC2Y 9SS on 10 September 2008 at 9.30 am, and any adjournment thereof, notice for which is set out at the end of this document. The Resolutions will be proposed as (i) an ordinary resolution to approve the Disposal, and (ii) a special resolution to approve the De-Listing.
Action to be taken
Enclosed with the circular, that is being sent to shareholders today, is a Proxy Form for use at the GM or at any adjournment of such meeting. Whether or not Shareholders intend to attend the GM personally, they are urged to complete and return the Proxy Form in accordance with the instructions printed thereon as soon as possible. To be valid, completed Proxy Forms must be received by the Registrars, Capita Registrars, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 9.30 am on 8 September 2008. The completion of a Proxy Form will not preclude you from attending and voting at the General Meeting in person should you wish to do so.
Recommendation
Your Board believes that the proposed Disposal and De-Listing are in the best interests of the Company and of Shareholders as a whole and accordingly unanimously recommends that you vote in favour of the resolutions to be proposed at the General Meeting, as the Chairman intends to do in respect of his own holdings amounting to 2,365,905 Ordinary Shares, representing 8.083 per cent. of the entire issued share capital of the Company.
Appendix 3 Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
|
"Admission" |
the admission of the Consideration Shares to trading on AIM; |
|
"AIM" |
a market operated by the London Stock Exchange; |
|
"AIM Rules" |
the AIM Rules for Companies issued by the London Stock Exchange governing the admission to, and operation of, AIM; |
|
"Axis Mobile Ltd." or "Subsidiary" |
Axis Mobile Ltd., a company registered in Israel with company number 512915273, and a direct wholly-owned subsidiary of the Company; |
|
"Board" or "Directors" |
the board of directors of the Company, whose names appear on page 7 of this document; |
|
"Company" or "AxisMobile" |
AxisMobile PLC, incorporated in England and Wales with company number 05358576; |
|
"Compromise Agreement" |
the agreement dated 15 June 2008 between the Company, the Subsidiary and the Convertible Debt Holders. |
|
"Consideration Shares" |
the 85,102,041 Synchronica Shares payable to the Company pursuant to the terms of the Share Purchase Agreement, including the Convertible Debt Holders' Consideration Shares; |
|
"Convertible Debt" |
the convertible debt of US$7,440,427 (including accumulated interest as at 15 June 2008) issued by the Company to the Convertible Debt Holders in a number of tranches between April 2007 and July 2008; |
|
"Convertible Debt Holders" |
(i) Plenus II Limited Partnership and Plenus II (D.C.M.) Limited Partnership, (ii) SVM Israel Opportunity Fund II L.P. and SMV Israel Parallel Fund, L.P, (iii) Concord Venture II (Cayman), L.P., Concord Venture II (Israel), L.P., Concord Venture Advisors II-A (Israel) L.P., Concord Venture Advisors II (Cayman) L.P., and (iv) Pitango Venture Capital Fund III (Israeli Sub) L.P., Pitango Venture Capital Fund III (Israeli Sub) Non-Q L.P., Pitango Venture Capital Fund III (Israeli Investors) L.P. , Pitango Principals Fund III (Israel) LP, Pitango Venture Capital Fund III Trusts 2000 Ltd., Pitango Parallel Investor Fund III (Israel) LP; |
|
"Convertible Debt Holders' Consideration Shares" |
the 68,342,420 Synchronica Shares to be issued to the Convertible Debt Holders on completion of the Share Purchase Agreement; |
|
"CREST" |
the electronic settlement system to facilitate the holding and transfer of title to shares in uncertificated form operated by Euroclear; |
|
"Deferred Consideration Shares" |
17,020,408 Consideration Shares the allotment and issue of which will be deferred for a period of 15 months from the date of Admission, against claims by the Purchaser alleging a breach of any of the warranties, tax warranties or any other provision of the Share Purchase Agreement; |
|
"De-Listing" |
the proposed cancellation of the admission of the Ordinary Shares to trading on AIM, in accordance with Rule 41 of the AIM Rules; |
|
"Disposal" |
the proposed sale of the entire issued share capital of Axis Mobile Ltd. together with certain liabilities of the Company, on the terms and subject to the conditions set out in the Share Purchase Agreement; |
|
"Euroclear" |
Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and the operator of CREST; |
|
"GM" or "General Meeting" |
the General Meeting of the Company convened for 9.30 am on 10 September 2008 by the Notice of GM, and any adjournment thereof; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"Notice of GM" |
the notice of GM set out at the end of this document in which the Resolutions are set out; |
|
"OEMs" |
original equipment manufacturers of mobile telecommunications devices; |
|
"Ordinary Shares" |
fully paid ordinary shares of 10p each in the capital of the Company; |
|
"PIM" |
personal information management; |
|
"Purchaser" or "Synchronica" |
Synchronica Plc, incorporated in England and Wales with company number 3276547; |
|
"Proxy Form" |
the form of proxy accompanying this document for use at the General Meeting; |
|
"Registrars" |
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; |
|
"Resolutions" |
the ordinary resolution to approve the Disposal and the special resolution to approve the De-Listing, in each case to be proposed at the General Meeting; |
|
"Share Purchase Agreement" |
the conditional agreement entered into on 15 August 2008 between the Company and the Purchaser. |
|
"Shareholders" |
holders of Ordinary Shares and "Shareholder" means any one of them; |
|
"Smartphones" |
a mobile phone offering advanced capabilities beyond a typical mobile phone, often with PC-like functionality; |
|
"Synchronica Placing" |
the placing of the Synchronica Placing Shares with institutional and other investors conditional upon the approval of certain resolutions to be proposed to the Purchaser's Shareholders at a general meeting of the Purchaser to be held on 10 September 2008; |
|
"Synchronica Placing Shares" |
the 139,466,399 Synchronica Shares, conditionally placed by Synchronica pursuant to the Synchronica Placing; and |
|
"Synchronica Shares" |
the fully paid ordinary shares of 1p each in the capital of Synchronica. |
Related Shares:
Syncona