Notice of General Meeting

RNS Number : 5810S

Messaging International Plc

23 November 2011

 



Messaging International Plc

('Messaging International' or 'the Company')

Proposed Capital Cancellation

Proposed Share Buy-Back

Proposed Grant of an Option

and

Notice of General Meeting

Messaging International, the AIM traded provider of innovative messaging services, announces that it has today entered into the Buyback Agreement with Pacific Continental Securities (UK) Limited (in Liquidation) ("Pacific") pursuant to which the Company is to acquire the 80,007,853 Ordinary Shares registered in the name of Pacific ("the Buyback Shares") from Pacific at a price of approximately 0.15936 pence per Buyback Share ("the Buyback").

In order for the Company to be able to effect the Buyback it is necessary to carry out the cancellation of the share premium account of the Company ("the Capital Cancellation") in order to create the necessary distributable reserves from which the Buyback Shares can then be purchased. 

The acquisition of the Buyback Shares is conditional upon, inter alia, (a) the passing of the Resolutions at a general meeting of the Company; (b) the approval by the Court of the proposed Capital Cancellation and upon the Capital Cancellation becoming effective in accordance with the Companies Act 2006 (the "Act"); and (c) the Company having sufficient distributable reserves to then effect the Buyback in accordance with the Act and the terms of the Court order approving the Capital Cancellation.  The Company intends to make an application to the Court to approve the Capital Cancellation on or around 15 January 2012 provided that the Resolutions have been passed at the General Meeting.  If the Court approves the Capital Cancellation, it is expected that the Company will complete the Buyback on or about 15 February 2012.

The purchase of the Buyback Shares by the Company and their subsequent cancellation will reduce the number of Ordinary Shares in issue from 235,880,000 to 155,872,147; being equivalent to a reduction of approximately 33.92%.  This will benefit Shareholders because they will hold a larger ownership stake in the remaining Ordinary Shares of the Company.

Pacific, the Company's largest shareholder with an interest in 80,007,853 Ordinary Shares, was put into administration in 2007.  The administration of Pacific occurred following the FSA's forced closure of Pacific in 2007 as a result of various activities which had been undertaken during previous years by Pacific.  Pacific subsequently entered into creditors' voluntary liquidation on 21 March 2008.  The current liquidators of Pacific are Anthony Spicer and Vivienne Oliver ("the Liquidators").  Following negotiations between the Liquidators and the Directors, agreement was reached for Pacific to sell the Buyback Shares to the Company for consideration of £127,500 at a price of approximately 0.15936 pence per share to be satisfied in cash.  In addition, it was agreed that the Company would grant to Pacific an option, exercisable in whole or in part, to subscribe up to 10,000,000 new Ordinary Shares at 0.5 pence per share("the Option"). 

The Directors have examined a number of ways in which the Buyback Shares could be acquired from Pacific and believe that the Capital Cancellation and Buyback is the most appropriate manner in which to achieve the sale of the Buyback Shares and that the Capital Cancellation, the Buyback and the grant of the Option are in the best interests of the Shareholders as a whole.  The Capital Cancellation and the Buyback are both conditional on, inter alia, the passing of the Resolutions at the General Meeting.

Accordingly, the Directors have convened the General Meeting at which Shareholders will consider, and if thought fit, approve, inter alia, the Capital Cancellation and the Buyback.  Notice of the General Meeting, which is convened for 10.00 a.m. on 16 December 2011, is set out in a circular to Shareholders which is being sent to Shareholders today and is available on the Company's website (www.telemessage.com) (the "Circular").

Under AIM Rule 13 the Buyback and the grant of the Option to Pacific (which is a substantial shareholder within the meaning of the AIM Rules) is a related party transaction.  The Directors consider, having consulted with Seymour Pierce Limited, that the terms of the Buyback and the grant of the Option to Pacific are fair and reasonable insofar as the Shareholders are concerned.

The Company has received an irrevocable undertaking to vote in favour of the Resolutions from Reverse Take-Over Investments Plc, which has a beneficial interest in 23,000,000 Ordinary Shares representing approximately 9.75 per cent. of the Issued Share Capital, from Nir Elperin, who has a beneficial interest in 333,334 Ordinary Shares representing approximately 0.14 per cent. of the Issued Share Capital, from Gil Shapira, who has a beneficial interest in 4,387,608 Ordinary Shares representing approximately 1.86 per cent. of the Issued Share Capital and from Arba Finance Company Limited, which has a beneficial interest in 3,088,683 Ordinary Shares representing approximately 1.31 per cent. of the Issued Share Capital.

In addition, the Directors have also undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 74,284,396  Ordinary Shares representing approximately 31.49 per cent. of the Issued Share Capital.

In aggregate, irrevocable undertakings to vote in favour of the Resolutions have been received by the Company in respect of 105,094,021 Ordinary Shares representing approximately 44.55 per cent. of the Issued Share Capital.

Pacific has undertaken not to vote on any of the Resolutions as under the Act it is not permitted to vote on Resolution 2, which is the Resolution proposed to approve the Buyback.

Terms defined in the Circular shall have the same meaning in this announcement.

**ENDS**

For further information visit www.telemessage.com or contact:

Guy Levit	Messaging International Plc	Tel: + 972 3 9225252
Mark Percy	Seymour Pierce Limited	Tel: [phone]
Catherine Leftley	Seymour Pierce Limited	Tel: [phone]
Elisabeth Cowell	St Brides Media & Finance Ltd	Tel: [phone]

 

END

 

 

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