Acquisitions and issue of shares to Director

RNS Number : 6393Z

Coms PLC

11 March 2013

 



11 March 2013

Coms plc ("Coms", the "Company" or the "Group")

Acquisition of database and licensing of software

Related Party Transaction

Issue of Ordinary Shares

As announced on 28 February 2013, the restructured board of the Company has conducted an initial strategic review of possible acquisition targets and is pleased to announce that it has agreed to proceed with two small transactions.

Coms plc has agreed to acquire the database and customers of World Telecom for £50,000 payable in shares at a price of 1p per share. This database will be acquired from a company that belongs to David Breith, the Chief Executive of Coms.

The database has a list of nearly 50,000 large corporate customers including Virgin Atlantic, Xerox, BOC Gases, Thermo Electron, Bank of New York, American Express, British American Tobacco and Rio Tinto and is already generating £50,000 of revenue that the direct sales force within the Company will be able to exploit. The acquisition will provide Coms with an increased blue chip customer base into which it can sell its existing telephony services. 

At the same time the Company has licensed the software "AskMerlin" from AskMerlin Limited for an initial period of six months at a price of £63,000 payable in shares at a price of 1p per Coms share. AskMerlin Limited is also owned by David Breith. In return the Company will manage the software for AskMerlin Limited over the six month term for a fee of £10,500 per month, netting out the license fee. The position will be reviewed at the end of the six month period and Coms has the option to renew the license six monthly thereafter.

The AskMerlin platform is a fully automated piece of telecoms software that has zero touch capability for all products and services that the Company will now deploy. This in turn will make the Company fully scalable and will also be utilised as an integration tool for the Company's acquisition strategy.

These two acquisitions, which will result in the issue to David Breith of  11,300,000 Coms ordinary shares of 0.1p ("Ordinary Shares"), together comprise a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors, having consulted with the Company's nominated adviser, consider that their terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Application will be made for the admission to trading on AIM of the 11,300,000 Ordinary Shares with admission expected to take place on 15 March 2013. Following the issue of these shares, David Breith is now interested in 100,959,788 Ordinary Shares representing 29.64 per cent. of the issued share capital of the Company.

The Company's enlarged issued ordinary share capital immediately following the issue of these shares and those issued to Jason Drummond as announced on 8 March 2013, will be  340,670,602 Ordinary Shares. The Company holds no Ordinary Shares in Treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Iain Ross, non-executive director commented: "I am impressed with the offering that World Telecom provides and I am delighted we are going to integrate this with the Coms' telephony platform. World Telecom brings with it a considerable customer base which is testament to the quality of its service and we are excited about the opportunities this acquisition will have for the Company."

Contact:

Coms plc

David Breith (CEO)                                                                  [phone]

Grant Thornton UK LLP (Nominated Adviser)

Colin Aaronson / Jen Clarke                                                    [phone]

XCAP Securities plc (Broker)

John Belliss                                                                             [phone]

Newgate Threadneedle (PR)

Graham Herring                                                                      [phone]

 

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