7th Mar 2006 07:03
Future Internet Technologies PLC07 March 2006 For Immediate Release 7 March 2006 Future Internet Technologies Plc COMPLETION OF PLACING TO RAISE APPROXIMATELY £50.75 MILLION INVESTMENT IN ADVANCE GLOBAL COMMUNICATIONS INC. INVESTMENT IN ARTILIUM N.V. & DIRECTOR APPOINTMENTS Placing Future Internet Technologies Plc ('FIT' or 'the Company') is pleased to announcea placing of 145 million new ordinary shares of 1p each ('FIT Ordinary Shares')at 35p per share, raising £50.75 million before expenses ('the Placing'). ThePlacing is conditional only on admission of the shares to trading on the AIMMarket of the London Stock Exchange, which is expected to take place on 17 March2006. The new Ordinary Shares will represent approximately 35 percent of FIT'senlarged issued share capital. The Placing Shares will rank equally in all respects with the existing ordinaryshares of FIT, including the right to receive all future dividends and otherdistributions declared after the date of issue of the Placing Shares. Group Strategy The net proceeds will be used to invest in, and provide working capital for, thecreation of a consumer branded "Unified Communication Service". The brand namewill not be revealed yet, so for this press release it will be referred to as "B". The "B" service will be an enriched fixed-mobile convergence ('FMC')communication service for the private individual, SOHO and enterprise markets.As distinct from other Voice-over -Network ('VON') services such as Skype andVonage, "B" will also include Mobile Virtual Network Operator ('MVNO') servicesand ubiquitous integrated solutions for Instant Messaging ('IM'), e-mail,content and contact management. In the world of a "B" user, it will always be possible to seamlessly transfer anIM session or phone call from PC to mobile phone and back to PC. Similarly a "B" user will have a central up-to-date contact book that can be used on anydevice or within any application. The "B" user will link all devices throughone personal phone number providing "always on" access regardless of the "B"user's location or network. The geographical target areas in the initial "Beta" roll-out phase are the USand the UK timed for the latter half of 2006. Investment in Advance Global Communications, Inc. ("AGC") FIT has entered into an agreement to acquire a 45% stake in AGC by subscribingfor £15 million worth of new shares and acquiring existing AGC shares inexchange for the issue of 95 million FIT Ordinary Shares. In addition, FIT hasthe option to acquire the balance of the issued share capital of AGC within 12months against the issue of a further 97 million FIT Ordinary Shares. Of the 97million FIT Ordinary Shares, 60 million Shares with a fixed reference price of35p per Share, may be utilised to incentivise management. The acquisition of thebalance of the share capital of AGC is subject to, inter alia, shareholders'approval. AGC is a major international VoIP wholesale carrier, established in Dallas in2001. AGC offers network connectivity to 196 countries. During 2005 itgenerated 1.2 billion billable VoIP minutes through its network and clientsinclude AT&T, Global Crossing, Qwest, IDT and many other major telecomoperators. For the year ended 31 December 2005, unaudited management accounts indicate thatAGC generated revenues of approximately $22.3 million, a pre-tax profit of $0.6million, had year end net debt of $2.2 million with net assets of $0.2 million. Investment in Artilium NV ("Artilium") FIT has entered into an agreement to acquire 49% of the outstanding sharecapital of Artilium for a cash payment of €7.5 million. In addition, FIT hasthe option to acquire the balance of the issued share capital of Artilium within12 months for the issue of 6 million FIT Ordinary Shares. The acquisition of thebalance of the share capital of Artilium is subject to, inter alia,shareholders' approval. Established in Belgium in 2000, Artilium is focused on the emerging market ofproviding Shared Service Delivery Platforms ('SSDP') services for telecoms andInternet Service Providers. It supplies hardware and software as well asconsultancy services. It has considerable experience in this area and inconjunction with its partnership network has already established installationsin more than ten countries across Europe. Artilium creates solutions that are built on and around operating systems. Thisenables operators and service providers to optimise and control their existingoperating systems. It can be used for fixed, mobile, ATM and IP networks, aswell as for heterogeneous and converged operating systems. For the year ended 31 December 2005, unaudited management accounts indicate thatArtilium generated revenues of approximately €4 million, pre-tax profits of €0.5million, had year end net assets of • 1.8 million with cash balances of • 1.1million. Further Transactions FIT has identified a number of additional opportunities to accelerate thecreation of its "Unified Communication Service" and hopes to be able to makefurther announcements in due course. Industry Background The increased availability of broadband internet access and improvedVoice-over-IP ('VoIP') technologies has recently led to a myriad of new "internet telephony service" providers. Despite the fact that this new 'VON'market is still in its infancy and is mainly used by consumers, many industryanalysts believe that by the end of this decade it will have grown to amulti-billion dollar industry with hundreds of millions of professional andconsumer users. Moreover, the "always on" feature of broadband internet accesshas also led to a rapid increase in usage of 'IM' and "personal content"services. At the same time there is considerable growth in MVNO services. These "virtualmobile operators" often focus on specific target groups (e.g. ethnic, youth),help to increase competition, and reduce prices in a market which has beendominated in the past by a small number of mobile operators. The Board believes there is substantial potential to create a new "B" world incommunications, based around simplifying and integrating the customer experienceacross Voice, Messages and Data - "Unified Communication Services". Theseservices seamlessly integrate telephony (fixed, mobile, VoIP, VoWifi) with dataservices (e-mail, IM, content) and are designed to allow users to work moreefficiently at a lower cost no matter where they are and what network they use. As a result, the Board believes that there is a window of opportunity for theCompany to build a sizeable business in this expanding area. By integrating theassets and management skill sets of AGC and Artilium combined with FIT'sfinances and management capabilities, the Company's strategy will encompass: 1. Creating a new consumer brand 2. Partnering with large customer base media brands 3. Leveraging the existing technology capabilities of its investee companies 4. Utilising the existing communication infrastructures of its investee companies 5. Operating a distinctive commercial model based upon low cost and value added services Board Changes In conjunction with the Placing and the first investments, the following Boardappointments have been made: • Mr John David Christopher Morley has been appointed as a Director and non-executive Chairman of the Company. John (age 41) had a career in the City for over 20 years, including Head of the smaller companies team at Collins Stewart, before leaving to head up the smaller companies sales team at Investec. John left in 2002 and now makes strategic investments in a number of companies in the small and midcap sector as a private investor. • Mr Paul Nicholas Thornton has been appointed as the senior non-executive Director. Paul (age 58) has over 30 years experience in management consultancy, where he enjoyed a number of senior positions before founding his own consultancy, French Thornton in 1994 which was subsequently sold to ITNET plc in 2000. A former president of The Management Consultancies Association, Paul is currently Chairman of flyingSPARK, the UK based mobile applications software developer. • Mr Robert Johan Henri Bonnier has been appointed as a Director and Chief Executive Officer of the Company. Robert (age 36) has 15 years' experience in operations, venture capital, investment banking and as CEO of a UK public company. Robert co-founded and was managing partner of New York based Indigo Capital, LLC until 2003. In 2002, Robert founded Cold Investments which operates as a principal investor in public and private companies. Previously, Robert was the co-founder and CEO of Scoot.com plc, a publicly traded media company that grew to over 2,000 employees with operations in nine countries. • Mr Richard Armstrong has stepped down as Chairman but continues as a non-executive Director. • Mr Peter Redmond has stepped down as a Director. The Board expects to appoint two additional experienced internationalnon-executive directors to its Board in due course and is in the process ofrecruiting a Chief Financial Officer. Mr John Morley, Chairman of FIT, commented; "We are pleased to announce the completion of the placing and are excited aboutthe investments we have made in AGC and Artilium. Their assets and skill-setscombined with FIT's financial strength and management capabilities should enableus to create a leading unified communication service." Mr Eduardo Brittingham, Chairman & CEO of AGC continued by saying; "Combining the VoIP network of AGC and the technology of Artilium connects allthe dots in today's fragmented telecoms market which now enables us to provide aseamless integrated solution across all communication devices." The newly appointed directors have held the following directorships and/orpartnerships in the last five years: Name Current PastPaul Thornton Lighting Technology Group Limited (in The French Thornton Partnership Ltd. administration) Management Consultancies Association Limited LTP Realisations Limited (in administration) Glasslogic Limited C.L. Realisations Limited (in SoundElectronics (Newcastle) Limited administration) S.I.L. (UK) Limited flyingSPARK BV VAL LPS Limited Camden Arts Centre American Lamps & Lighting Limited Thornton Associates LLP (Partner) V.I.D. Engineering Operations Limited Lighting Technology Limited Promagica Limited Lighting Technology Group Employee Benefit Trust Robert Bonnier None Indigo Capital LLC Indigo Capital Europe SAS Scoot.com plc (now named COE Group plc) Scoot Benelux BV flyingSPARK BV John Morley None None In respect of Mr Bonnier: On 21 December 2004 the Financial Services Authority issued notice of itsdecision to impose a financial penalty on Indigo Capital LLC and Robert Bonnierof £65,000 and £290,000 respectively. The financial penalties were imposed forthe making by Robert Bonnier on behalf of himself and Indigo Capital LLC oftwelve materially inaccurate notifications between 18 November 2002 and 8January 2003 to a listed issuer, Regus Group plc, of interests in shares in thatissuer in purported compliance with Part VI of the Companies Act 1984. Theinaccurate notifications were determined to constitute market abuse.Notwithstanding that the Notifications were misleading to the market, the FSAmakes no finding as to whether Mr Bonnier intended to mislead the market, butconsiders that a person of his experience ought reasonably to have known of thelikely effect of inaccurate Notifications being made to Regus plc. On 21 January 2003 the Panel of Takeovers and Mergers issued a statement inwhich Robert Bonnier and Indigo Capital LLC were each criticised fornon-disclosure of dealings in the securities of Regus plc between 7 January and14 January 2003 in accordance with Rule 8 of the City Code on Takeovers andMergers ("the Code") and for the closing out by Indigo Capital LLC of a contractfor difference during an offer period in respect of Regus plc in breach of Rule4.2 of the Code. There is no further information to be announced in respect of the new directorsin accordance with the AIM Rules. For further information please contact: Robert J.H. Bonnier / Richard ArmstrongFuture Internet Technologies Tel: 020 7321 3827 Richard Oldworth, Richard DarbyBuchanan Communications Tel: 020 7466 5000 Stephen GoschalkInsinger de Beaufort Tel: 020 7190 7000 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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