26th Oct 2007 07:01
Synchronica PLC26 October 2007 26 October 2007 Synchronica plc ("Synchronica" or "the Company") Notification of Extraordinary General Meeting The Board of Synchronica plc, (AIM: SYNC.LN), the mobile synchronisation anddevice management company, announces that it has informed shareholders of itsintention to convene an Extraordinary General Meeting of the Company. Over the past three months, Synchronica has made significant operationalprogress towards becoming a leading mobile software vendor, and has signedbreakthrough deals with blue-chip customers for both of our product lines,Mobile Gateway and the Mobile Manager Suite. The commercial achievements documented over the last few months representimportant steps towards Synchronica's successful future. The Board is confidentthat the Company is well-positioned to build on this significant momentum andsign further similar contracts. Having reviewed the Company's financial position, however, the Board hasconcluded that to take best possible advantage of the promising marketopportunity, to pursue further contracts, and to put in place the resourcesnecessary to service them, Synchronica must strengthen its financial position. The Board has therefore reached agreement with an institutional investor whichcontemplates the issue of 30,000,000 new Ordinary Shares, at 6.25p per share bythe Company (representing 27.2% of the Company's issued share capital) for aconsideration of £1,875,000. In addition, the Company will enter into an equityswap with this investor to retain, over the next twenty four months, much of theeconomic value of the shares issued, allowing the Company to participate in theupside of our own shares. Should the share price of the Company rise above thereference price of 8.33p per Ordinary Share in the coming twenty four months,the Company will receive more than £1,875,000 in consideration. There is noupper limit placed upon the consideration receivable. Should the share pricefall over that period, the Company will receive less than £1,875,000. In no casewould a decline in our share price result in any increase in the number ofshares received by the investor or any other advantage accruing to the investor.The direct costs, legal and due diligence fees, of this fund raising areapproximately £60,000. In addition, the Board has concluded that it would alsobe prudent to have the flexibility to raise additional funds through the issueof further shares. Furthermore, the Board wishes to continue to use share options to retain andincentivise key management across all companies within our group, includingthose who fall outside the Company's existing UK-centric Share Option Scheme andthose for whom the limits of the existing Share Option Scheme have been reached. Therefore, the Board proposes to adopt the Synchronica plc Global Share OptionPlan (the "New Scheme"), which will enable the Board to grant share options toall employees of the group, including overseas employees, on a discretionarybasis and on terms broadly similar to those under the existing Share OptionScheme. Options can be granted at any time subject to any applicable securitieslaws. The exercise price for share Options will be the market value of theshares on the date of grant. Vesting criteria will be set, which must be metbefore an Option can be exercised, and which criteria can vary betweenrecipients. Performance conditions can be attached to the exercise of Options.No payment is required for the grant of the Option. A dilution limit of 10% ofissued share capital as it exists from time to time across all employee shareplans operated by the Company will be included. In order to enable the Company to finalise the arrangements with theinstitutional investor and to have the ability to take advantage of appropriatemarket conditions for any further issues of shares without the need to seekfurther shareholder consent at such time, the Board is therefore seeking theconsent of shareholders now for the Resolutions to be proposed at anExtraordinary General Meeting of the Company which has been convened for 10.00a.m. on Monday 19th November 2007 at the offices of Simmons & Simmons,CityPoint, One Ropemaker Street, London EC2Y 9SS. Copies of the Notice of EGMsent out to shareholders are available at the Company's registered office. Carsten Brinkschulte, CEO of Synchronica said: "The breakthrough deals we havesigned in recent months are a ringing endorsement of our strategy and ourproducts. Synchronica now has a very strong position in the mobile servicesmarket, and we are well placed to build on our recent success. With thecontinued backing of our shareholders we believe can now drive the Companyforward and deliver long term value to them." Enquiries: Synchronica plcCarsten Brinkschulte, CEO +44 (0) 1892 552 799 +44 (0) 7977 256 406Angus Dent, CFO +44 (0) 1892 552 760 +44 (0) 7977 256 347 Seymour PierceDavid Newton +44 (0) 20 7107 8000Parimal Kumar +44 (0) 20 7107 8000 Corfin CommunicationsBen Hunt, Harry Chathli +44 (0) 20 7977 0020 About Synchronica Synchronica plc develops and markets industry standard synchronisation anddevice management solutions for mobile operators, device manufacturers, andenterprises. Its product portfolio ranges from data synchronization (DS) todevice management (DM) and firmware update over the air (FOTA). Products includethe mobile device management suite Mobile Manager and the Push Email andsynchronization solution Mobile Gateway. Headquartered in the UK with adevelopment centre in Germany, and offices in Hong Kong, US and Dubai.Synchronica plc is a public company traded on the AIM list of the London StockExchange (SYNC.LN). More information is available at www.synchronica.com. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Syncona