10 July 2006
For immediate release
10 July 2006
('Tower' or the 'Company')
Additional funding and acquisition
Tower Plc (AIM: TWR), the Voice over Internet Protocol ('VoIP') service
provider, today announces the acquisition of 50% of Telesupercom AS
('Telesupercom') and has received a further £1.5m additional funding by way of
an issue of a bond and warrants.
•Established a 50/50 joint venture with Telesupercom AS, to sell
discounted calling cards in the UK, Norway, Sweden and Denmark
•Additional funding of £1,500,000 by way of a bond and warrants giving
rights to subscribe for up to a maximum of 150,000,000 new Ordinary Shares
of 1p each in the capital of the Company at an initial price of 2p per
On 28 June 2006 the Company announced that it had agreed in principle, subject
to documentation, to borrow £1,500,000 by way of a bond ('Bond') and warrants
giving rights to subscribe for up to a maximum of 150,000,000 new ordinary
shares of 1p each in the capital of the Company ('Warrants') attached. The
Company has today completed the documentation for the Bond and Warrants and has
issued £1,500,000 (the 'Principal Amount') and 150 Warrants.
The zero rated Bonds are unsecured, transferable, in bearer form and have been
admitted to Euroclear and have been given an ISIN number. Unless otherwise
redeemed as described below, the Bonds are repayable by the Company on 7 July
2011 at 125 per cent. of the principal amount. The Bond holders may redeem the
Bonds on 7 July 2007 at 105 per cent. of the principal amount, on 7 January 2008
at 107.5 per cent. of the principal amount and on 7 July 2008 at 110 per cent.
of the principal amount. The proceeds of the Bond will be used to provide
additional working capital for Tower and its subsidiaries, reduce creditors and
fund the acquisition referred to below. The Bond is subject to events of default
and a number of undertakings by the Company to the Bond holders.
The Company has also issued 150 Warrants to subscribe for new ordinary shares of
1p each in the capital of the Company ('Ordinary Shares'). The Warrants will
initially be issued to Bond holders at the rate of one Warrant per £10,000 of
principal of Bonds held by such Bond holder. Each Warrant will permit the holder
to subscribe for up to £10,000 value of Ordinary Shares at the exercise price.
The exercise price of the Warrants is initially set at 2p per Ordinary Share
('Exercise Price'). The Warrants are in bearer form and have been admitted to
Euroclear and have been given an ISIN number.
The Exercise Price is subject to adjustment, inter alia, in the event of further
issues of Ordinary Shares or further warrants by the Company or distributions to
the Company's shareholders. In addition, if the simple arithmetic average of the
closing price of the Ordinary Shares for the period between consecutive dates of
30 September 2006, and the last calendar day of December, March, June and
September thereafter (the 'Reference Price'), is lower than the latest exercise
price, then the Reference Price will become the new Exercise Price, subject
always to a minimum of 1p per Ordinary Share (or such other par value of the
ordinary shares from time to time) and a maximum of 2p per Ordinary Share.
Accordingly, if the Warrants are exercised in full, the maximum number of
Ordinary Shares which can be subscribed is 150,000,000 and the minimum number of
Ordinary Shares which can be subscribed (based on the current par value of the
Ordinary Shares) is 75,000,000.
The Warrants are exercisable at any time by the Warrant holder subject, inter
alia, to the following pre-conditions:
(i) Confirmation by the Warrant holder that such exercise of
Warrants would not result in the relevant Warrant holder (or any parties being
deemed to be acting in concert with the relevant Warrant holder within the
meaning of the City Code) having more than 29.9% of the share capital of the
Issuer as defined in section 744 of the Companies Act 1985 (as amended);
(ii) Confirmation by the warrant holder that he or she is not a
connected party or a director in accordance with the Model Code; and
(iii) Confirmation by the Warrant holder that the disposal of the
Ordinary Shares to be issued to the Warrant holder pursuant to such exercise of
warrants is effected through the Company's appointed broker (from time to time)
in such orderly manner as the Company's Nominated Adviser (from time to time)
may reasonably require with a view to maintaining an orderly market in the share
capital of the Company.
The Company also announces that it has today agreed to acquire 50% of the assets
of Telesupercom AS ('Telesupercom') through the establishment of a 50/50 joint
venture with Telesupercom, to be called Tele Super Nordic AS ('Tele Super
Nordic'). Tele Super Nordic will operate Telesupercom's existing business of
selling traditional calling cards of different brands, Vyke Mobile and Vyke PC
in Norway, Sweden, Denmark and UK. Tele Super Nordic intends to distribute
pre-paid SIM cards for mobile phones during 2006.
For the year ended 31 December 2005, Telesupercom's un-audited revenues amounted
to NOK 25,435,809 (2004: 27,065,000), equivalent to £2.165 million (2004: £2.303
million) at current exchange rates. For the year ended 31 December 2005,
Telesupercom's un-audited profit before taxation amounted to NOK 77,716 (2004:
NOK -798,000), equivalent to £6,642 (2004: £ -67,915) at current exchange rates.
As at 31 December 2005, Telesupercom's had net liabilities of NOK 1,081,582,
equivalent to £ 92,050. Under the terms of the acquisition agreement, Tower will
issue 1,600,000 Ordinary Shares (the 'Consideration Shares') to Telesupercom and
has committed to invest £45,000 in Tel Super Nordic.
Completion of the acquisition is expected to occur inside July 2006. The
Consideration Shares will either be issued as new shares or out of any Ordinary
Shares held as treasury shares by the Company if and to the extent that the
Company has repurchased in the market any Ordinary Shares prior to completion.
Application will be made in due course for any new Ordinary Shares to be
admitted to trading on AIM.
Tel Super Nordic will be run by Mr. Mansur Bagdhar, who has 10 years of
experience of the Scandinavian calling card market having built both Lebara and
IDT into leading Scandinavian calling card companies.
For further information please contact:
|Tower Plc |Beaumont Cornish Limited |Parkgreen Communications |
|Hans-Arne L'orange |Michael Cornish |Victoria Thomas/Justine |
|Chief Executive | |Howarth |
|Officer |+44 (0) 207 628 3396 | |
|+47 92426437 | |+44 (0) 207 493 3713 |
| | | |
| | | |
Notes to Editors:
Tower PLC is headquartered in the UK with subsidiaries and offices in Norway,
USA, Iceland, and Germany. The strategic goal of Tower is to combine its
expertise in VoIP-based communication systems, mobile data service creation /
handset technology and wholesale carrier network management to provide a
converged communication solution. Tower's current set of mobile-oriented
products offers up to a 70% discount compared to current typical mobile operator
About VYKE Mobile
VYKE Mobile enables a mobile phone user to make inexpensive international calls
principally over the internet directly from the mobile phone. To make a call the
phone user first launches the pre-installed VYKE application and then dials the
destination number. For GPRS and 3G mobile phones a data message is sent over
the Internet to the VYKE platform. Thereafter, Vyke sets up both legs of the
call to the desired destination and to the call originator.
To make a call using a GSM mobile phone, the phone user writes a conventional
SMS that includes the specified keyword i.e. 'call' and the destination phone
number. This SMS is then sent by the mobile phone user to the VYKE platform
where both legs of the call are set up, as described above for GPRS, 3G and
The new dual radio phone handset (the WiFi radio) will with this new Vyke
service, be a VoIP service from the handset itself, as Vyke PC today. The
service will at the beginning of a call using an 'open', unlicensed spectrum
connection e.g. WiFi as the initiating callers IP connection. In this manner the
call flow and cost structure are similar to a Vyke PC to phone call.
This information is provided by RNS
The company news service from the London Stock Exchange