14th Jul 2009 07:00
14 July 2009
Telit Communications plc
("Telit" or "the Company")
Issue of Equity and Result of AGM
Introduction
Telit Communications plc (AIM: TCM), the global wireless communications developer and distributor, announces that the Company has successfully placed, 1,500,000 new ordinary shares of 1 pence each ("Placing Shares") with Boostt B.V. ("Boostt") at a price of 29 pence per share, thereby raising £0.44 million net of expenses. The Company expects that the consideration for the Placing Shares will be received by 17 August 2009.
The Placing Shares, will represent approximately 3.3 per cent. of the Company's enlarged share capital, consisting of 46,014,281 ordinary shares.
The net proceeds of the Placing will partially finance the costs of overhauling current manufacturing arrangements. A further announcement will be made in due course.
Issue of New Shares
The Placing is further conditional upon Admission of the Placing Shares to AIM.
Application will be made to the London Stock Exchange for the placing shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence by 24 August 2009.
The New Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
Boostt is controlled in equal parts by Wireless Solutions Management S.L. ("WSM") and its corporate parent Techvisory S.A. ("Techvisory") and by Oozi Cats, a director of the Company and its CEO and as such the placing constitutes a related party transaction.
Those directors of Telit who are related to Boost, being Oozi Cats, Enrico Testa and Massimo Testa (the "Boost Directors") have not participated in the approval by Telit of the Placing Agreement. The directors of Telit other than the Boost Directors consider, having consulted with Seymour Pierce Limited (the Nominated Adviser of Telit), that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Boostt is currently interested in 12,100,000 Ordinary Shares; Oozi Cats holds 3,110,357 Ordinary Shares; Techvisory and WSM hold an additional 1,250,000 Ordinary Shares and Massimo Testa, a director of Telit and an interested party in Techvisory holds 323,000 Ordinary Shares. Following the completion of the placing Boost will be interested in 13,600,000 Ordinary Shares representing 29.56 per cent. of the enlarged share capital.
As previously disclosed, the Company considers Oozi Cats, Enrico Testa (chairman of the Company) and Massimo Testa, who are interested parties in Boostt and/or its corporate parents, to be interested in the aggregate holdings, which currently amount to 16,783,357 shares, or 37.7 per cent. of the Company's issued share capital and will be interested, following the completion of the placing, interested in 18,283,357 shares, or 39.7 per cent. of the enlarged share capital.
Oozi Cats, Chief Executive of Telit said
"Boostt's subscription for new shares of Telit underlines its commitment to the success of Telit and its belief in the m2m market in general, and Telit's strong position within said market in particular. The overhaul of Telit's manufacturing arrangements is intended to help Telit maintain its competitive advantage".
Result of AGM
The Company is pleased to announce that all of the resolutions proposed at the General Meeting held on 13 July 2009 were unanimously passed on a show of hands.
Enquiries:
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Telit Communications plc |
Tel: 00 972 3 7914000 |
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Michael Galai, Finance Director |
www.telit.com |
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Seymour Pierce |
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Seymour Pierce Limited Chris Howard / Christopher Wren Corporate Finance |
Tel: +44 (0) 20 7107 8000 www.seymourpierce.com |
Seymour Pierce Limited, which is regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting as nominated adviser and broker exclusively for the Company in connection with the Placing. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or any other person in respect of his decision to acquire ordinary shares in the Company in reliance on any part of this announcement. No representation or warranty, express or implied, is made by Seymour Pierce Limited as to any of the contents of this announcement for which the Directors, and the Company are responsible (without limiting the statutory rights of any person to whom this announcement is issued). Seymour Pierce Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Seymour Pierce Limited for the accuracy of information or opinions contained in this announcement or for the omission of any material information. Seymour Pierce Limited will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement in respect of the Placing or any acquisition of shares in the Company.
Related Shares:
TCM.L