26th Oct 2007 07:00
The Board of Synchronica plc, (AIM: SYNC.LN), the mobilesynchronisation and device management company, announces that it hasinformed shareholders of its intention to convene an ExtraordinaryGeneral Meeting of the Company. £ Over the past three months, Synchronica has made significantoperational progress towards becoming a leading mobile softwarevendor, and has signed breakthrough deals with blue-chip customers forboth of our product lines, Mobile Gateway and the Mobile ManagerSuite. £ The commercial achievements documented over the last few monthsrepresent important steps towards Synchronica's successful future. TheBoard is confident that the Company is well-positioned to build onthis significant momentum and sign further similar contracts. £ Having reviewed the Company's financial position, however, theBoard has concluded that to take best possible advantage of thepromising market opportunity, to pursue further contracts, and to putin place the resources necessary to service them, Synchronica muststrengthen its financial position. £ The Board has therefore reached agreement with an institutionalinvestor which contemplates the issue of 30,000,000 new OrdinaryShares, at 6.25p per share by the Company (representing 27.2% of theCompany's issued share capital) for a consideration of GBP 1,875,000.In addition, the Company will enter into an equity swap with thisinvestor to retain, over the next twenty four months, much of theeconomic value of the shares issued, allowing the Company toparticipate in the upside of our own shares. Should the share price ofthe Company rise above the reference price of 8.33p per Ordinary Sharein the coming twenty four months, the Company will receive more thanGBP 1,875,000 in consideration. There is no upper limit placed uponthe consideration receivable. Should the share price fall over thatperiod, the Company will receive less than GBP 1,875,000. In no casewould a decline in our share price result in any increase in thenumber of shares received by the investor or any other advantageaccruing to the investor. The direct costs, legal and due diligencefees, of this fund raising are approximately GBP 60,000. In addition,the Board has concluded that it would also be prudent to have theflexibility to raise additional funds through the issue of furthershares. £ Furthermore, the Board wishes to continue to use share options toretain and incentivise key management across all companies within ourgroup, including those who fall outside the Company's existingUK-centric Share Option Scheme and those for whom the limits of theexisting Share Option Scheme have been reached. £ Therefore, the Board proposes to adopt the Synchronica plc GlobalShare Option Plan (the "New Scheme"), which will enable the Board togrant share options to all employees of the group, including overseasemployees, on a discretionary basis and on terms broadly similar tothose under the existing Share Option Scheme. Options can be grantedat any time subject to any applicable securities laws. The exerciseprice for share Options will be the market value of the shares on thedate of grant. Vesting criteria will be set, which must be met beforean Option can be exercised, and which criteria can vary betweenrecipients. Performance conditions can be attached to the exercise ofOptions. No payment is required for the grant of the Option. Adilution limit of 10% of issued share capital as it exists from timeto time across all employee share plans operated by the Company willbe included. £ In order to enable the Company to finalise the arrangements withthe institutional investor and to have the ability to take advantageof appropriate market conditions for any further issues of shareswithout the need to seek further shareholder consent at such time, theBoard is therefore seeking the consent of shareholders now for theResolutions to be proposed at an Extraordinary General Meeting of theCompany which has been convened for 10.00 a.m. on Monday 19th November2007 at the offices of Simmons & Simmons, CityPoint, One RopemakerStreet, London EC2Y 9SS. Copies of the Notice of EGM sent out toshareholders are available at the Company's registered office. £ Carsten Brinkschulte, CEO of Synchronica said: "The breakthroughdeals we have signed in recent months are a ringing endorsement of ourstrategy and our products. Synchronica now has a very strong positionin the mobile services market, and we are well placed to build on ourrecent success. With the continued backing of our shareholders webelieve can now drive the Company forward and deliver long term valueto them." £ About Synchronica £ Synchronica plc develops and markets industry standardsynchronisation and device management solutions for mobile operators,device manufacturers, and enterprises. Its product portfolio rangesfrom data synchronization (DS) to device management (DM) and firmwareupdate over the air (FOTA). Products include the mobile devicemanagement suite Mobile Manager and the Push Email and synchronizationsolution Mobile Gateway. Headquartered in the UK with a developmentcentre in Germany, and offices in Hong Kong, US and Dubai. Synchronicaplc is a public company traded on the AIM list of the London StockExchange (SYNC.LN). More information is available atwww.synchronica.com. Copyright Business Wire 2007Related Shares:
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