Admission and Block Admission Application

RNS Number : 2985L

Synchronica PLC

28 July 2011

 



Synchronica plc

("Synchronica" or "the Company") 

Admission Application and Block Admission Application

Further to the announcement on 30 June 2011 of the proposed acquisition of Nokia Corporation's Operator Branded Messaging business ("Acquisition"), the conditional share placings in the UK and North America  and the readmission of the Company's enlarged issued ordinary share capital to trading on AIM, the Company announces that it has applied to the AIM market of the London Stock Exchange for its existing issued ordinary shares and for the new ordinary shares to be issued pursuant to the Placing and the North American Placing to be admitted to trading on AIM ("Admission").

Application has been made for 127,942,089 ordinary shares of 15p each (comprising 98,188,058 existing ordinary shares and 29,754,031 new ordinary shares which are the subject of the UK share placing) to be admitted to trading on AIM ("Admission").  

In addition, application has been made for the Block Admission of 29,300,000 new ordinary shares of 15p each, which are to be issued on conversion of subscription receipts in the Company placed by Paradigm Capital Inc pursuant to the North American share placing.

It is expected that the Admission and Block Admission will become effective at 8.00 am on 29 July 2011. 

Under the North American share placing , the North American investors are committed to taking up these new ordinary shares, upon conversion, for which subscription monies have already been received into escrow and which are to be paid to the Company on completion of the Acquisition, which is expected to take place on 29 July 2011.  It is a condition of the North American share placing that admission is obtained prior to release of subscription monies to the Company and the conversion of the subscription receipts into new ordinary shares.   However, before the subscription receipts can be converted into freely trading new ordinary shares they are required under applicable Canadian securities laws to be qualified by the filing of a prospectus in Canada.  The Company has agreed that if these ordinary shares are not qualified by a Canadian prospectus by 30 September 2011, the number of ordinary shares (and warrants) issuable upon conversion of the subscription receipts would increase by 5 per cent.   The Company will make an announcement immediately following the grant of a receipt from the applicable Canadian securities commission for this prospectus, and in any event prior to the issue of these new ordinary shares to North American investors.

On issue, the new ordinary shares pursuant to the UK share placing and the North American share placing will rank pari passu with the existing ordinary shares of the Company.  The enlarged issued ordinary share capital of the Company will consist of 157,242,089 ordinary shares of 15 pence each with one voting right per share. There are no shares held in Treasury.

For further information contact:

Synchronica plc www.synchronica.com	Carsten Brinkschulte, CEO Angus Dent, CFO Nicole Meissner, COO	[phone] [phone] [phone]
Northland Capital Partners	Nominated Adviser
(Nominated Adviser)	Shane Gallwey/Rod Venables	[phone]
(Nominated Broker)	Katie Shelton	[phone]
Walbrook PR Ltd		[phone]
(media enquiries)	Paul McManus	[e-mail]
(investor enquiries)	Paul Cornelius	[e-mail]

About Synchronica

Synchronica plc is a leading developer of next-generation mobile messaging solutions. Mobile Gateway, Synchronica's flagship product, provides push email, synchronization, instant messaging (IM), and social networking services to any mobile phone currently in use. Synchronica's patented transcoding engine uses advanced streaming to download email attachments and can dramatically reduce the consumption of network bandwidth by as much as 90 percent.

Mobile operators and device manufacturers from emerging and developed markets rely on Synchronica's white-labelled product for providing mass market messaging services across the entire customer base, diversifying revenues and reducing churn.

Headquartered in England, Synchronica also maintains a development centre in Germany and the Philippines in addition to a regional presence in Canada, the USA, Hong Kong, Spain, and Dubai. Synchronica plc is a public company traded on the AIM list of the London Stock Exchange (SYNC) and the Venture Exchange of the Toronto Stock Exchange Venture (SYN). For further information, please visit www.synchronica.com

 

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