Details of recommended transaction
26 July 2013
Longships Plc
("Longships" or "the Company")
Near Field Communication ("NFC") m-commerce company Proxama Limited to reverse into AIM quoted Longships Plc.
Details of recommended transaction
Overview
· Longships Plc to acquire Proxama Limited through the issue of 365,353,532 new Ordinary Shares at an issue price of 4 pence per new Ordinary Share, valuing the Enlarged Group at approximately £20 million, subject to the consent of Shareholders at a General Meeting to be held on 22 August 2013.
· Proxama is a Near Field Communication ("NFC") m-commerce company whose stated vision is to connect the physical and digital worlds. Its technology, products and platforms enable consumers to launch secure mobile wallets, connect with brands, receive promotional offers and make contactless payments through simply tapping their NFC mobile phone on a card reader or other physical media.
· NFC is a fast growing market. Gartner, the American consultancy, predicts that there will be an increase in global mobile transaction volume and value of approximately 42 per cent. per annum between 2011 and 2016. The consultancy also forecasts a market worth US$617, with 448 million users by 2016.
· Proxama's clients include MasterCard®, Barclaycard, Posterscope, Orange, ISIS, Diageo and a major UK Bank.
· Highly experienced board is led by Neil Garner, formerly of Consult Hyperion, where he developed contactless payment and SIM card applications for blue chip clients.
Longships Plc (AIM:LONG), is pleased to announce that it has entered into conditional contracts for the acquisition of the entire issued and to be issued share capital of Proxama, through the issue of 365,353,532 new Ordinary Shares at an issue price of 4 pence per new Ordinary Share.
The Acquisition, which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies, is conditional, amongst other things, on the approval of Shareholders and accordingly, the General Meeting is being convened, to be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU at 11.00 a.m. on 22 August 2013 for the purposes of considering and, if thought fit, approving the requisite Resolutions.
The Acquisition is also conditional on the granting by the Panel of a waiver of the obligation that would otherwise arise under Rule 9 of the Takeover Code on certain of the selling shareholders of Proxama to make a general offer for all the shares of the Company as a result of their proposed acquisition of in excess of 30 per cent. of the Enlarged Share Capital. Independent Shareholders are therefore also being asked to vote on the proposed Waiver at the General Meeting.
A circular containing information about the background to and the reasons for the Proposals will be posted to shareholders later today (the "Admission Document"). The Admission Document sets out why the Board considers the Proposals to be in the best interests of the Company and why the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Details of the transaction, derived from the Admission Document are set out
below.
Copies of the Admission Document may be obtained free of charge during normal business hours on any weekday (except public holidays) at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU from the date of this announcement and shall remain available for a period of one month following the date of Re-admission. Additionally, an electronic version of the Admission Document will be available on the Company's website, www.longshipsplc.com from 29 July 2013.
Enquiries:
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Longships Plc |
+44 20 7269 7680 |
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Nathan Steinberg, Director
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Proxama Limited |
+44 20 7959 2298 |
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Coen van Breda
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Grant Thornton UK LLP (Nominated Adviser) |
+44 20 7383 5100 |
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Colin Aaronson/David Hignell/ Jamie Barklem
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Simple Investments (Broker) |
+44 1483 413500 |
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Nick Emerson/Andy Thacker |
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Introduction
Longships today announces that it entered into conditional contracts for the acquisition of the entire issued and to be issued share capital of Proxama, through the issue of 365,353,532 new Ordinary Shares at an issue price of 4 pence per new Ordinary Share. By virtue of its size, the Acquisition constitutes a "reverse takeover" under Rule 14 of the AIM Rules for Companies and, as such, is subject to the approval of Shareholders, which is being sought at a General Meeting which is being convened for 22 August 2013.
The Acquisition is conditional, amongst other things, on a waiver of the obligation that would otherwise arise under Rule 9 of the Takeover Code on certain of the selling shareholders of Proxama to make a general offer for all the shares of the Company as a result of their proposed acquisition of in excess of 30 per cent. of the Enlarged Share Capital. Independent Shareholders are therefore also being asked to vote on the proposed Waiver at the General Meeting.
Background to and reasons for the Acquisition
The Company was incorporated on 20 December 2007 and its Ordinary Shares admitted to trading on AIM on 21 April 2008 as an investing company for the purpose of, inter alia, investing in strategic and special situations. Because of the expertise and commercial experience of the Board, Longships initially focussed primarily on companies operating in the natural resources sector.
Between April 2008 and April 2012, the Board investigated a number of opportunities, none of which were ultimately considered suitable. As reported in the Company's annual report for the financial year ended 31 December 2011, the Board focused its attention on one specific transaction in 2011 and for much of the year was carrying out legal and commercial due diligence on this target company, the principal asset of which was a near term revenue generating bulk commodity project in West Africa. However, as a result of the due diligence exercise carried out by the Board, certain issues arose which led the Board to conclude that the Company should not proceed with this transaction.
On 27 July 2012, Shareholders approved an investment of £2.3 million in Praetorian Resources Limited ("Praetorian"), a Guernsey incorporated natural resources focused investing company several times larger than Longships. The shares in Praetorian acquired by the Company were subsequently returned to Shareholders by way of a capital reduction, details of which were set out in a circular to shareholders dated 9 July 2012. The investment in Praetorian and subsequent return of capital left the Company with approximately £550,000 of cash. The Company resolved to maintain its listing on AIM and continue its existing investing policy. Since 27 July 2012, the Board has continued to investigate new opportunities to effect a transaction in accordance with that investment strategy.
Following the investment in Praetorian, the Board came to the view that there was a change in market conditions in the small cap sector and that the residual cash balance less continuing running costs would be insufficient to attract a potentially rewarding reverse takeover transaction. Accordingly, on 21 December 2012, the Company raised £900,000 through a placing of new Ordinary Shares and on 7 May 2013, it announced a further placing to raise an additional £795,000. As a result of this additional funding, the Company's cash resources are currently approximately £2 million.
Whilst Longships had previously been focusing its search for an acquisition opportunity in the natural resources sector, the Board acknowledged the difficulty currently faced by natural resource companies in raising follow-on funding. As a result, the Directors started to consider opportunities in other sectors and in April 2013, the Board was introduced to Proxama, a company that develops near field communications products and services for global blue-chip clients. The Directors have been impressed by the business potential of Proxama and believe that, by acquiring Proxama, Shareholders will get exposure to the rapidly expanding field of m-commerce.
Information on Proxama
Introduction
Proxama is a Near Field Communication ("NFC") m-commerce company whose stated vision is to connect the physical and digital worlds through enabling consumers to manage their bank accounts and credit cards, pay for goods and services, participate in and benefit from loyalty programmes and access information and marketing material through their mobile phones.
NFC is already widespread with train tickets (such as the London based Oyster Card), access to buildings and increasingly cashless payments all enabled using NFC technology. Proxama is seeking to integrate these and other types of services within a mobile phone. Its technology, products and platforms enable consumers to launch secure mobile wallets, connect with brands, receive promotional offers and make contactless payments through simply tapping their NFC mobile phone on a card reader or other physical media.
Proxama uses its expertise to develop NFC solutions for its customers, currently on a fee for service basis, in two key areas:
1. mobile proximity marketing; and
2. secure mobile contactless payments.
Working with card issuers, mobile network operators ("MNOs"), handset manufacturers, brands, agencies and out-of-home media companies, Proxama enables its partners and clients to rapidly launch NFC payment services and location-based marketing campaigns worldwide. Among its achievements so far, Proxama has done the following:
• in partnership with MasterCard®, launched the first prepaid mobile contactless payment solution in the UK;
• Proxama's Mobile Reference Kit has been used by card issuers and terminal vendors to help ensure they are compliant with the latest MasterCard® specifications for mobile contactless payments;
• Proxama's NFC mobile wallet technology, TapTransact™, is being deployed by some of the largest global mobile wallet brands; and
• Proxama has secured a position as a TrustZone® partner of ARM® - and ARM's new spin-out joint venture, Trustonic - making possible the next generation of highly secure m-commerce.
Proxama has also executed over 400 proximity marketing campaigns globally, including an award-winning NFC marketing campaign for Nokia and VOX cinemas, the first UK NFC outdoor media campaign for the launch of the X-Men: First Class movie and the UK's first NFC consumer marketing campaign with Orange and EAT.
The quality of Proxama's work has won it a number of awards such as winner in the category of Best Marketing Campaign using Contactless/NFC Technology at the Contactless & Mobile Awards 2012, for its Nokia and VOX Cinemas Voucher Campaign and winner in the technology category at the Cambridge Wireless Discovering Start-Ups 2011.
As of the date of this announcement, Proxama has 56 full time employees, mainly based at its Norwich offices, with a small team based in London and a representative office in New York, where two part time sub-contractors are based. Of these employees, between 35 and 40 at any time are employed as software engineers whose job is to work on research and development projects, create new software and products and customise existing products to meet customer specific requirements.
The remainder of Proxama's employees are divided among the management team, the sales team and the dedicated Client Services team. The Client Services team is comprised of 8 employees based in Norwich who are focused solely on delivering Proxama's various marketing campaigns using the standard features of the core technology platform and who are in daily contact with the brands and media facing customers with which Proxama is currently working.
Background
Proxama was founded by its Chief Executive, Dr Neil Garner, in August 2005. From incorporation through to the first half of 2010, the directors of Proxama focused mainly on research and development projects and also worked on multiple prototype NFC projects, developing solutions for companies such as MasterCard®, RBS, Sky, Tesco and Virgin Mobile. At the time, there were only prototype NFC phones available in the market and m-commerce was not widespread until the mass adoption of the smartphone in the late 2000s. Because of the nature of its early work, Proxama generated income on a fee for service basis. However, as the market grows, Proxama intends as far as possible to move to a usage based recurring revenue model.
Throughout 2010 Proxama worked closely with Nokia who were developing the C7 mobile phone, which was intended to be the first mass market NFC smartphone. Proxama provided Nokia with software which enabled the C7 to easily create and manage NFC enabled customer loyalty schemes under a global license agreement which also allowed the Proxama software to be pre-loaded on the Nokia N9 phone.
In November 2010, Gavin Breeze, the current Chairman of Proxama, who was well known to Neil Garner, made an investment in Proxama. Gavin Breeze was the founder of Datacash which was sold for circa £300 million in 2010 and brings extensive experience in mobile payments to the Proxama management team.
In January 2011, Proxama acquired Hypertag, which brought to Proxama ten years of proximity marketing product and service experience. During the course of 2011 and 2012, owing largely to the commercial roll out of NFC technology, Proxama became involved in many NFC projects and activities. Examples of these included:
· collaborating with Posterscope on some of the very first global NFC outdoor media marketing campaigns;
· signing a licensing deal with Barclays Bank Plc for Proxama's CardGateway technology, which was used to create the QuickTapTM Contactless Payment App for Blackberry devices;
· creating a Mobile PayPass reference kit, in collaboration with MasterCard®; and
· announcing a strategic partnership with ARM regarding the development of secure m-commerce applications using ARM's Trustzone® technology.
Near Field Communication
Near Field Communication is a standards-based connectivity technology enabling consumers to make transactions, exchange digital content, and connect electronic devices with a touch, a tap or by bringing NFC enable devices into close proximity (typically less than 4 centimetres). Current and future solutions are made possible by NFC in areas such as:
• Access control;
• Consumer electronics;
• Healthcare;
• Information collection and exchange;
• Loyalty and coupons;
• Payments; and
• Transport.
Well known examples of NFC devices include Transport for London's Oyster Card and NFC enabled credit cards compatible with chip and PIN terminals at an increasing number of high street retailers such as Boots, Marks & Spencer, McDonalds and EAT. The Proposed Directors believe that most payment, loyalty and other cards will be accessed using a mobile phone as opposed to plastic cards in a physical wallet. The potential market is expanding at a rapid rate, as evidenced by the increasing number of NFC mobile phones. In April 2013, there were estimated to be approximately 181 million NFC mobile phones in use globally and by the end of 2014 it is anticipated that this will have increased to approximately 300 million.
The Proposed Directors consider that Proxama is well positioned as a recognised leader in the market to address this growing market through the breadth and depth of its expertise and the range of NFC solutions that it currently offers and which they believe is wider than that offered by its competitors.
Proxama's solutions
Proxama's product and service offering falls into two main categories: Mobile Wallet and Proximity Marketing.
Mobile Wallet
Proxama offers card issuers, banks and Mobile Network Operators (MNOs) a range of NFC mobile wallet products and services. Its customisable mobile wallet technology allows financial institutions to launch highly secure mobile contactless payments, without the need for high capital outlay. Proxama's mobile wallet products are cross-platform mobile OS compatible.
Proxama's TapTransact™ product family manages multiple payment card issuers' cards within one mobile wallet application. It provides a range of Visa and MasterCard card management facilities including card activation and selection and balance and transaction summaries. As well as enabling consumers to hold a potentially very large number of cards in virtual form within the mobile wallet, Proxama provides its clients with the ability to offer marketing incentives and offers via the TapPointTM marketing platform.
As a TrustZone® partner of ARM®, Proxama can offer TrustZone®-enabled applications which seamlessly switch the device to a secure mode of operation, ensuring only secure software is able to interact with the phone's touchscreen. Proxama's mobile wallet technology, when running on TrustZone®-enabled phones can secure any passcodes, PINs or transaction information so that data cannot be intercepted or compromised. This functionality is also used to support greater security for authorising high value transactions, supporting PIN change, loading funds to the relevant card and logging into online banking to view card transactions.
Marketing
Existing marketing campaigns can be enhanced using Proxama's TapPoint™ platform which provides a way of enabling consumers to access NFC tags embedded in physical marketing media such as advertising bill boards and point of sale material, delivering the mobile content for these campaigns and monitoring the results. TapPoint™ is used to deliver services such as voucher collection and redemption, loyalty cards, video and audio downloads, product information (such as recipes, meal deals and price comparisons), competitions (such as scratch cards, bingo) and interactive games.
Diageo have been working with Proxama to NFC-enable the harp logo on the new Guinness beer fonts across UK and Irish pubs.
By using NFC enabled mobile phones, consumers are able to "tap-the-harp" in pubs. This will immediately launch a one-to-one engagement between the brand's loyalty system and the consumer promoting prize draws, customer feedback and downloading the apps to their mobile phones. The management of this campaign is conducted through Proxama's SaaS TapPoint™ platform.
Proxama is also NFC-enabling the Guinness app for Android. This means that when consumers (with the app installed) tap the harp, the Guinness app immediately launches on their mobile phone and all further engagement is presented through the Guinness app making the customer's experience more personal.
TapPoint™ has been deployed to deliver the first out-of-home NFC consumer marketing campaigns, including the largest NFC campaign in the UK for EAT and Orange and the award-winning NFC voucher campaign for VOX cinemas and Nokia.
Proxama's TapPoint™ reward product enables wallet owners to provide value added services such as coupons, loyalty and instant win: all fully integrated within their wallet environment via TagCenter™. The TapPoint™ also provides wallet owners with a set of on-line management utility tools including App lifecycle management, language variants and user interface configuration for different brands.
The Proposed Directors believe that NFC will become the de facto method by which consumers interact with products, signage and POS terminals.
Proxama's key customers
The Proposed Directors are focused on maintaining a blue-chip client base and developing a strong pipeline of projects. Proxama's key customers currently include the following major organisations:
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MasterCard® |
Proxama has been party to a Global Vendor Agreement with MasterCard® since September 2006. This agreement sets out the framework which enables Proxama to act as a preferred supplier to MasterCard® and, as a result of this agreement, Proxama's sales teams are able to negotiate fees for the services they provide MasterCard® on an ad hoc basis, with each project that MasterCard® engages Proxama to work being subject to a separate specific contract. Since 2007, Proxama has supplied MasterCard® with a range of solutions including smart posters, coupons, and numerous prototypes and specifications relating to the mobile wallet.
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Barclaycard |
Barclaycard has been one of Proxama's customers since September 2011. Proxama has helped Barclaycard develop its QuickTapTM technology which turns a contactless payment card into an application which can be used on an NFC mobile phone. Proxama's current contract with Barclaycard enables Proxama to generate revenue from licensing core technology and customisation as well as ongoing maintenance.
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Posterscope |
Posterscope is a leading out-of-home communications agency whose mission is to make out-of-home marketing campaigns easy for its customers to execute and manage. In 2011, Proxama worked with Posterscope on one of the first NFC enabled marketing campaigns for the X-Men: First Class movie.
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Diageo |
Diageo is a global premium drinks business with a popular collection of beverage alcohol brands across spirits, beer and wine including Guinness, Smirnoff and Johnnie Walker. Proxama have implemented a tap point marketing platform which can be used as an NFC touch point on approximately 80,000 Guinness beer pumps in the UK. By touching the NFC mobile phone against the pump, customers are able to download the application which will grant them benefits such as special offers on Guinness and selected other drinks.
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Orange
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Proxama has been engaged by Orange on a number of projects. For example, in 2012 Proxama helped Orange launch Quick Tap Treats, an NFC loyalty service based on a rebranding of Proxama's TagCenter™ product using Proxama's TapPoint™ platform.
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UK Banking Group |
Proxama has provided a major UK banking group with a number of solutions on an ad hoc basis including building one of the UK banking group's first contactless payment demonstrations in 2005 and several research and development projects relating to mobile banking and commerce.
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The majority of Proxama's historical contacts with the customers listed above were agreed on a project by project basis where the scope determined the nature, duration and value of each project.
The Proposed Directors believe that the TapPoint™ platform will enable it to scale its revenue base as NFC becomes more widely adopted in the market. It further believes that the market will evolve toward a success based usage revenue model and anticipates that it will itself move away from a pure fee for service model towards forms of revenue sharing based on usage of its technology.
Strategic partners
Proxama has entered into several partnership agreements, of which the Proposed Directors consider the following to be currently Proxama's four most important strategic relationships:
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ARM |
ARM is a leading semiconductor intellectual property ("IP") supplier. ARM's IP enables the development of low power, high performance digital products and as such is at the heart of more than 35 per cent. of all consumer devices worldwide. Proxama is a TrustZone® partner of ARM and as a result of this partnership, ARM has provided Proxama funding for various research projects and demonstrations of new NFC applications.
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Trustonic |
Trustonic works with global handset manufacturers and global network operators to provide the secure operating system which runs in TrustZone®. Proxama is a Silver partner of Trustonic and has worked together with Trustonic on several early stage customer prototypes and is positioned as a preferred partner for m-commerce applications. |
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MasterCard® and VISA
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MasterCard® and Visa supply Proxama with specifications for their mobile payment schemes. Proxama's mobile wallet products must be compatible with all MasterCard® and Visa cards and payment terminals.
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The Logic Group |
Proxama has partnered with The Logic Group to deliver an NFC enabled loyalty and voucher system, where vouchers and loyalty points are issued in real-time through TapPoint™ and are redeemed and validated on The Logic Group platform. |
Intellectual property
Proxama's intellectual property comprises know how, copyrights, trademarks and domain names, together with licensed-in rights.
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Know how: |
Proxama's know how is embodied in a knowledge database which enables efficient development of software programs for customer applications and continued development of its core technologies.
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Copyright: |
Proxama owns the copyright in, or has the right to use under licence, all of the software code in its two core technology products: TapTransact™ for its mobile wallet technology platform and TapPoint™ for its NFC marketing technology platform. In addition, Proxama owns the copyright in, or has the right to use under licence, all of the software code in software development kits (which include large libraries of mobile application software programs) which allow the integration of NFC capability into third party mobile applications and interoperability between most mobile phone operating systems and Proxama's core technology products.
Proxama owns the copyright in the underlying code in its core SaaS platform TapPoint.com as well as the code underlying its website.
The code for which Proxama owns the copyright has either been created by its employees in the course of their employment (in which case the intellectual property rights automatically vests in the employer) or contractors. In the latter case, all contractors utilised by Proxama have entered into agreements that provide that Proxama owns the intellectual property rights in any work product created by the relevant contractor.
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Trademarks: |
Proxama has UK trade mark registrations for "Proxama"; "Hypertag-point.click.receive"; "Cardgateway"; "TapPoint"; "Tagmanager"; "TagCenter" and "CardContainer". Proxama has made UK trademark applications for each of "TapTransact" and "TapSecure". Pending registration, Proxama asserts ownership over the unregistered trademarks that are the subject of its trademark applications.
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Domain Names:
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Proxama owns more than 20 domain name registrations to further protect its trademarks and brands.
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Patents:
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Although the Proposed Directors do not believe that the protection that would be afforded by the grant of a patent is material to the commercial success of its business, Proxama has made four patent applications to protect particular features of its technology. These patent applications are proceeding through the patent registration process, but none have as yet been granted.
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Licensed in Rights:
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Proxama licences in technology from some of its strategic partners as set out above in order to have access to specifications for the purpose of ensuring interoperability between Proxama software and the products marketed and sold by those strategic partners.
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Current trading, future prospects and significant trends
Current trading
Financial information about Proxama is set out in Part 4 of the Admission Document, which is available on the Company's website. The Proposed Directors believe that sales will continue to improve in line with the significant growth predicted for both the NFC enabled mobile handsets and POS systems in the marketplace, particularly once the market moves from piloting technology to a commercial roll-out phase where Proxama moves from a pure fee for service basis to a usage based revenue model.
Future prospects
Proxama is presently focussing on developing its business primarily in the UK. The Proposed Directors believe that the United States and Canada will be the first markets outside of the UK which they target for international expansion given that their relationship with ARM has already given them significant exposure to these markets. Proxama also currently has a significant mobile wallet project in progress for a US customer. In the medium term, the Proposed Directors believe that Proxama's products can be rolled out worldwide including in high growth economies such as Brazil and other Latin American markets, for example through a potential partner which is a large card issuer and systems integrator with which Proxama is currently in discussions.
Significant trends: Contactless POS, cards and transactions
In March 2013, there were approximately 32.5 million cards with contactless functionality in use in the UK, coupled with 147,000 contactless POS terminals. Visa Europe expect these figures to rise with 34 million contactless Visa-branded cards in issue and 175,000 contactless POS terminals deployed by the end of 2013.
Incorporating the whole of Europe, it is anticipated that there will be 70 million Visa-branded contactless cards and 650,000 contactless POS terminals in use by the end of 2013. Consumers in the whole of Europe did 19 million transactions with Visa-branded contactless bank cards in March 2013, an increase of nearly 50 per cent. from December 2012. It is predicted that monthly contactless transactions in Europe will increase to 52 million by the end of 2013.
Globally, shipments of NFC-ready POS terminals, doubled to an estimated 3.9 million units in 2012 and Berg forecasts that the global installed base will grow at a compound annual growth rate (CAGR) of 46.1 per cent. from 6.7 million units in 2012 to 44.6 million units by 2017.
Significant trends: NFC phones
It is estimated that there will be 30.9 million smartphone users in the UK by the end of 2013, representing 48.4 per cent. of all UK residents and 60.4 per cent. of all UK mobile phone users. Of these mobile phone users, approximately 8 million UK customers are currently NFC enabled.
Berg Insight estimated that total NFC handset sales grew approximately 300 per cent. to 140 million units worldwide in 2012. It is estimated that between 2012 and 2017 the installed base of NFC-enabled handsets will increase at a CAGR of approximately 65 per cent. and will reach 2.1 billion units. The global penetration rate for NFC across all handsets will similarly increase to approximately 32 per cent. by 2017.
Significant trends: m-commerce
In the UK, sales through mobile devices totalled £7.5 billion in 2012, equating to 12 per cent. of the £62.4billion total e-retail sales for the year. This value tripled from 2011, when mobile sales accounted for 4 per cent. of e-retail sales.
M-commerce accounted for 20.2 per cent. of the online sales seen in the UK during the first quarter of 2013. This is an increase from the 15.4 per cent. of sales m-commerce represented in the fourth quarter of 2012.
Gartner predicts there will be an increase in global mobile transaction volume and value of approximately 42 per cent. per annum between 2011 and 2016.The consultancy forecasts a market worth US$617 billion with 448 million users by 2016.
Principal terms of the Acquisition
Under the terms of the Principal Acquisition Agreement and the Minority Acquisition Agreements already entered into with the Relevant Minority Sellers, Longships has conditionally agreed to acquire at Completion the shares of Proxama held by the Principal Vendors and the Relevant Minority Sellers.
The Principal Vendors and the Relevant Minority Sellers hold 16,392,400 shares in Proxama representing approximately 75.55 per cent. of the issued shares of Proxama.
Under the terms of the Principal Acquisition Agreement and the Minority Acquisition Agreements with the Relevant Minority Sellers, it is a requirement to Completion that all other existing shareholders of Proxama agree to sell all of the shares in Proxama held by them and that completion of the sale and purchase of such shares with the Company takes place at the same time as completion of the sale of shares in Proxama held by the Principal Vendors and the Relevant Minority Sellers.
The board of Proxama intends to request that all other such existing shareholders of Proxama enter into a Minority Acquisition Agreement. However, in order to ensure that the entire issued share capital of Proxama is acquired by the Company at Completion, the Principal Vendors and the Relevant Minority Sellers have also agreed to serve a drag-along notice on the other shareholders in Proxama pursuant to Proxama's articles of association. The effect of the drag-along notice is that in the event that any such shareholders do not enter into a Minority Acquisition Agreement, whether by choice or default, the Principal Vendors and the Relevant Minority Sellers may require them to do so and if necessary may appoint a person to execute share transfers, the Minority Acquisition Agreement and other ancillary documentation on their behalf.
The consideration for the Acquisition consists of the issue to the Principal Vendors, the Relevant Minority Sellers and all other existing shareholders in Proxama of the Consideration Shares on the basis of approximately 16.84 Ordinary Shares for every Proxama ordinary share held.
Pursuant to the Proxama Convertible Note, White Angle (a company wholly owned by Gavin Breeze) made a loan of £500,000 to Proxama. The Proxama Convertible Note comprises 1,000,000 notes of £0.50 nominal value, each of which is currently convertible into an ordinary share of Proxama. Under the terms of the Principal Acquisition Agreement, on Completion the Company will acquire and White Angle will sell its interest in the Proxama Convertible Note. The consideration for this acquisition will be the issue of the New Longships Note to White Angle. The New Longships Note will be redeemable on substantially the same terms as those applicable under the Proxama Convertible Note, but will be convertible, at the request of White Angle into a maximum of 16,838,120 Ordinary Shares (using the same conversion ratio as applies to the acquisition of the issued share capital of Proxama).
Further details of the Principal Acquisition Agreement and the Minority Acquisition Agreements (including details of the terms applicable to the New Longships Note) are set out in the Admission Document, which will be available on the Company's website (www.longshipsplc.com) from 29 July 2013.
The City Code on Takeovers and Mergers
The issue of the Consideration Shares to the Concert Party (and, following Completion, the subsequent conversion of the New Longships Note or exercise of certain of the New Options) gives rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford to Shareholders are described below.
The Takeover Code is issued and administered by the Panel. Proxama is a company to which the Takeover Code applies and its shareholders are entitled to the protection afforded by the Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), where any person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company that is subject to the Takeover Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders to acquire their shares.
Similarly, where any person or persons acting in concert already is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such company but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired by any such person. An offer under Rule 9 must be in cash and at the highest price paid within 12 months prior to the announcement of the offer for any interest in shares of that class in the company by the person required to make the offer or any person acting in concert with him in the previous 12 months.
Under the Takeover Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of that company. Control means an interest or interests in shares carrying an aggregate of 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control. The members of the Concert Party, as the principal selling shareholders of Proxama, are deemed to be acting in concert for the purposes of the Takeover Code. Certain members of the Concert Party already own existing Ordinary Shares. At Re-admission, and following allotment of the Consideration Shares, the Concert Party will hold, in aggregate, 283,443,075 Ordinary Shares, representing 60.92 per cent. of the Enlarged Share Capital.
The individual holdings of Ordinary Shares of members of the Concert Party, as at the date of this announcement and as they will be immediately following Re-admission, are as follows:
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Number of Ordinary Shares held prior to the Acquisition |
Percentage of Ordinary Shares held prior to the Acquisition |
Number of New Ordinary Shares to be acquired pursuant to the Acquisition |
Number of Ordinary Shares following completion of the Acquisition |
Percentage of Ordinary Shares held following completion of the Acquisition |
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Neil Garner |
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119,761,130 |
119,761,130 |
25.74 |
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Miles Quitmann |
- |
- |
14,101,926 |
14,101,926 |
3.03 |
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Coen van Breda |
- |
- |
- |
- |
- |
|
Gavin Breeze* |
10,450,000 |
10.46 |
115,556,651 |
126,006,651 |
27.08 |
|
Chris Chapman** |
- |
- |
20,205,744 |
20,205,744 |
4.34 |
|
Tessa Ogden |
- |
- |
3,367,624 |
3,367,624 |
0.72 |
|
|
|
|
|
|
|
|
TOTAL |
10,450,000 |
10.46 |
272,993,075 |
283,443,075 |
60.92 |
* held either in his own name or through White Angle
** held through MyBusinesFD
The Panel has agreed, subject to Resolution 2 being passed (on a poll) by the Independent Shareholders at the General Meeting, to waive the obligation on the Concert Party under Rule 9 to make a general offer for the entire issued share capital of the Company which would otherwise arise either by virtue of the allotment to them of the Consideration Shares or by virtue of the additional Ordinary Shares that may be allotted to them on exercise of New Options or (in the case of White Angle, on conversion of the New Longships Note. Accordingly, Independent Shareholders' approval (on a poll) for the Waiver is sought in Resolution 2 to be proposed at the General Meeting.
Shareholders should note that, if Resolution 2 is passed and no further Ordinary Shares are issued, following Completion the Concert Party would between them be interested in shares carrying more than 50 per cent. of the voting rights of the Company and (for so long as they continue to be treated as acting in concert) would be able to acquire further Ordinary Shares, without incurring an obligation to make an offer to Shareholders of the Company under Rule 9. However, individual members of the Concert Party will not be able to increase their percentage interest in Ordinary Shares through or between a Rule 9 threshold without Panel consent. As a consequence, each individual member of the Concert Party will be able to acquire additional shares without being required to make an offer pursuant to Rule 9, provided their respective individual holdings do not exceed 29.9 per cent.
Further information on the members of the Concert Party is set out in Part 3 of the Admission Document.
Directors and Proposed Directors
The Board of the Company currently comprises Malcolm Burne and Nathan Steinberg, both of whom will resign from the Board on Completion and the Proposed Directors will join the Board at that time.
Following Completion, the Board will be made up of three executive directors and two non-executive directors, of whom only David Bailey, the proposed Chairman of the Company, is considered to be an independent non-executive director. It is the intention of the Proposed Directors to appoint at least one additional independent non-executive director after Re-admission. Details of the Proposed Directors are set out below:
David Bailey, aged 64 - Proposed Chairman.
David Bailey was a stockbroker with Phillips and Drew for 18 years from 1970, specialising in equity and derivative markets. Since 1988, he has been a non-executive director of a number of public and private companies, including Appleyard Group Plc, Hay & Robertson Group Plc, Finsbury Asset Management Limited and Sutherlands (Stockbrokers) Limited. He served as Chairman of DataCash Group Plc, the AIM listed payment service provider and GoIndustry Plc. David is presently a director of a number of other companies including the web based legal publisher Mondaq Limited and Brand Finance Plc. David's wide experience includes mergers and acquisitions, venture capital, business angel financing and corporate governance through membership of various audit and remuneration committees.
Dr Neil Garner, aged 41 - Proposed Chief Executive Officer.
Neil Garner has a DPhil and MEng (First Class) from York University and is a Charted Engineer. Prior to Proxama, Neil was a director at Consult Hyperion, responsible for the systems integration division. While there, Neil led a team which worked closely with MasterCard® to develop PayPass for the first pilot projects which is now the core technology used for contactless payments. Neil was also responsible for the teams that delivered the first mobile banking service for Barclaycard, the first text alert services for RBS, the ground-breaking interactive TV credit card (SkyCard) and Teletext's first mobile interactive services. He also led the team which designed and built the SIM card application for Vodafone's M-pesa which allows millions of citizens in Kenya to transact using their mobile phone instead of cash. Neil is a passionate believer in creating compelling user experiences using technology and loves the challenge of designing the complex systems required to enable consumers to simply and securely engage with brands.
Miles Quitmann, aged 49 - Proposed Managing Director.
Miles Quitmann has operated at a very high level in the electronic document management, e-billing & e-invoice markets. He has successfully started, grown and sold two venture-backed businesses and achieved an MBO in a third. Miles established Wishstream as an outsourced provider of electronic bill and invoice presentation services. which he then steered through three years of growth, culminating in the successful trade sale to major competitor. Most recently Miles was Managing Director of OneVu Limited, a joint venture between Checkfree Corporation (now Fiserv) and VocaLink Limited. Within sales, Miles has a successful sales track record, being honoured, for example, as Candle Corp (now IBM)'s European Top Performer) and winning major contracts with companies such as Virgin, Orange, Lloyds, E.ON and Barclays.
Coen van Breda, aged 46 - Proposed Chief Financial Officer.
Coen van Breda has over 25 years of business experience across a broad range of sectors with a primary focus on mobile technology. He is a qualified chartered accountant (New Zealand Institute of Chartered Accountants) and his background includes working for blue chip organisations including KPMG, Goldman Sachs through to NASDAQ listed and non - listed companies, SMEs and start-ups as well as investing in the latter. Coen has worked and raised funds for a number of early stage technology businesses most recently as CFO of Truphone, a global mobile GSM operator which he joined in 2006 as employee number 18 and helped build it from a VoIP only business to a full global operator with offices in 8 countries and over 300 staff. Between 2006 and 2011, Truphone raised over £80million despite some challenging economic conditions.
Gavin Breeze, aged 52 - Proposed Non-executive Director.
Gavin Breeze is a successful entrepreneur and investor in the electronics payment space and has served as a director at a number of companies in that sector. Gavin co-founded DataCash Group Plc of which he was a director, and which was sold to MasterCard® in 2010. Gavin was a non-executive director of Envoy Services Limited which was sold to Worldpay in 2010 and is presently a non-executive director of Mobank Group Limited and Mi-Pay Limited as well as being non-executive Chairman of Proxama and serving on the boards of a number of companies in his home base of Jersey. Gavin has a degree in History from the University of Cambridge.
Reasons for the Re-admission
The directors of Proxama resolved to enter into the Acquisition Agreements in order to gain access to funds within Longships to provide working capital and help fund the growth of the Proxama business. In addition, the Proposed Directors believe that admission to AIM will raise the profile of the Enlarged Group, enable it to access funds through placings of shares after Re-admission and to enhance the value of share-based management incentive schemes thereby making it easier to attract and retain talented individuals. In addition, should the Enlarged Group identify potential acquisition targets, the Proposed Directors believe that it may be possible to fund or part-fund such acquisitions through issuing the vendors of such businesses with AIM quoted securities.
Share Option Schemes
The Proposed Directors recognise the importance of ensuring that employees of the Enlarged Group are well motivated and identify closely with the future success of the Enlarged Group.
The Directors and Proposed Directors aim to align the interests of all employees' as closely as possible with the interests of Shareholders and regard employee share ownership as a key incentive. The Company intends to administer the New Share Option Schemes with the object of giving employees at all levels and consultants the opportunity to acquire and hold shares in the Company. The New Share Option Schemes comprise an EMI Scheme and an unapproved share incentive scheme for the purposes of recruiting and incentivising consultants, employees and directors of the Enlarged Group who would not be eligible for the EMI Scheme.
Proxama currently operates the Proxama Share Option Scheme, under which, as at the date of this announcement, it had granted options over 2,802,800 ordinary shares in Proxama to current and former employees, consultants and directors. There is a further pool of unallocated options in respect of up to 601,900 ordinary shares in Proxama. Proxama Options have been granted as either EMI Options or unapproved options. As at the date of this announcement 2,777,700 of the Proxama Options were EMI Options granted to employees and directors of Proxama and 25,100 were unapproved options granted to consultants.
Under the terms of the Principal Acquisition Agreement, the Company has agreed to make a rollover offer to holders of such Proxama Options in accordance with the rules of the Proxama Share Option Scheme. The effect of the rollover offer is to deem that the holder accepts the grant to them of equivalent New Options in consideration for the release of their existing Proxama Options. Accordingly, on completion of the Acquisition, holders of Proxama Options will automatically receive approximately 16.84 New Options for every one Proxama Option. The New Options will have an exercise price of 0.5345 pence per Ordinary Share.
Any such New Options taken up would be subject to the rules of the New Share Option Schemes to be adopted by the Enlarged Group on completion of the Acquisition and, in accordance with such proposed rules, will normally become exercisable over a three year period from the date of grant of the option in three equal annual instalments (equivalent to the vesting provisions of the existing Proxama Options).
In respect of those new EMI Options granted pursuant to the New Share Option Schemes, confirmation has been sought from the Shares and Assets Division of HM Revenue & Customs that such replacement options will be of equivalent value and as such will continue to be treated as qualifying EMI Options. If all of the New Options were exercised in full (including those currently unallocated), this would result in the issue of 57,328,748 new Ordinary Shares representing approximately 10.97 per cent of the Enlarged Issued Share Capital, as diluted by the issue of such Ordinary Shares (assuming no other further issue of Ordinary Shares).
Further details of the rules of the New Share Option Schemes are set out in the Admission Document.
Dividend policy and future funding requirements
Because of the nature of Proxama's business and the stage of its development, the Proposed Directors believe that any funds available to the Enlarged Group will be used to develop the business and that it is unlikely that the Proposed Directors will recommend a dividend in the first few years following Re-admission. The Proposed Directors believe the Company should seek to generate capital growth for its Shareholders, but may recommend distributions at some future date, depending upon the generation of sustainable profits and when it becomes commercially prudent to do so.
The Directors and the Proposed Directors believe that the Company, following Re-admission, will have sufficient working capital for at least a year after Re-admission. However, the Directors and the Proposed Directors also believe that additional funds will enable the Company to accelerate the development of the Proxama business and, subject to market conditions, the Proposed Directors intend that the Company should seek to raise further equity capital through a placing of shares within nine months of Re-admission.
Re-admission to AIM and dealings in Ordinary Shares
Application will be made for the Enlarged Share Capital to be re-admitted to trading on AIM in accordance with the AIM Rules for Companies. Subject to the passing of the Resolutions and Completion of the Acquisition, it is expected that Re-admission will become effective and dealings in the Ordinary Shares (including the Consideration Shares) will commence on 23 August 2013.
General Meeting
Completion of the Acquisition is conditional upon Shareholders' approval being obtained at the General Meeting and on the other conditions to the Acquisition Agreements being satisfied. Accordingly, the General Meeting is being convened, to be held at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU at 11.00 a.m. on 22 August 2013 for the purposes of considering and, if thought fit, approving the Resolutions as set out in the Admission Document.
Irrevocable undertakings
Each of Malcolm Burne and Nathan Steinberg, being the Current Directors, has irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting, including the Resolution to approve the Acquisition, in respect of their holdings and those of their immediate families and connected persons (within the meaning of section 346 of the Act) totalling 8,416,000 Existing Ordinary Shares, representing approximately 8.43 per cent of the current issued ordinary share capital of the Company. Details of the individual holdings of Malcom Burne and Nathan Steinberg to which these irrevocable undertakings are set out in the Admission Document.
Related party transaction
The Acquisition is classified as a related party transaction for the purposes of Rule 13 of the AIM Rules. This is due to the fact that Gavin Breeze, who is one of the vendors of Proxama and a member of the Concert Party, is also a substantial shareholder of the Company for the purposes of the AIM Rules.
The Directors, having consulted with the Company's Nominated Adviser, Grant Thornton, consider that the terms of the Acquisition are fair and reasonable insofar as the Independent Shareholders are concerned.
Recommendation
The Directors consider the Acquisition to be in the best interests of the Company and its Shareholders.
The Directors, having been so advised by Grant Thornton, consider the Proposals to be fair and reasonable and in the best interests of independent shareholders and the Company as a whole. In providing advice to the Directors, Grant Thornton has taken into account the Directors' commercial assessments.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do (or procure to be done) in respect of their own direct or indirect holdings (all of which are beneficial) amounting to, in aggregate, 8,416,000 Existing Ordinary Shares (representing approximately 8.43 per cent. of the existing share capital of the Company as at the date of this announcement.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context applies otherwise:
|
|
|
|
"Acquisition"
|
the proposed acquisition by the Company of the entire issued and to be issued share capital of Proxama;
|
|
"Acquisition Agreements"
|
together, the Principal Acquisition Agreement and the Minority Acquisition Agreements;
|
|
"AIM" |
AIM, the market of that name operated by the London Stock Exchange;
|
|
"AIM Rules for Companies" |
the rules for companies whose securities are traded on AIM, published by the London Stock Exchange (as amended) from time to time;
|
|
"Articles"
|
the articles of association of the Company as at the date of this announcement;
|
|
"Board" or "Directors" |
the directors of the Company for the time being currently being Malcolm Burne and Nathan Steinberg;
|
|
"Company" or "Group" or "Longships" |
Longships Plc, a company registered in England and Wales with registered number 06458458;
|
|
"Completion"
|
Completion of the Acquisition; |
|
"Concert Party" |
Neil Garner, Miles Quitmann, Coen van Breda, Gavin Breeze, White Angle, Christopher Chapman, MyBusinessFD and Tessa Ogden, further details of whom are set out in the Admission Document;
|
|
"Consideration Shares"
|
the 365,353,532 new Ordinary Shares of Longships proposed to be issued at the Issue Price by way of consideration pursuant to the Acquisition;
|
|
"CREST" |
the electronic, paperless transfer and settlement mechanism to facilitate the transfer of title to shares in uncertificated form, operated by Euroclear UK & Ireland;
|
|
"EMI Options" |
options which are enterprise management incentive options satisfying the provisions of Schedule 5 to ITEPA;
|
|
"Enlarged Group"
|
the Company and its subsidiaries, as enlarged by the Acquisition;
|
|
"Enlarged Share Capital" |
together, the Existing Ordinary Shares and the Consideration Shares;
|
|
"Euroclear UK & Ireland" |
Euroclear UK & Ireland (formerly known as CRESTCo Limited);
|
|
"Existing Ordinary Shares" |
the 99,880,100 existing issued Ordinary Shares in issue at the date of this announcement;
|
|
"FCA" |
the Financial Conduct Authority of the United Kingdom;
|
|
"General Meeting"
|
the general meeting of the Company to be held at 11.00 am on 22 August 2013 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU; |
|
"Grant Thornton" or "Nominated Adviser" |
Grant Thornton UK LLP which is authorised by the FCA to carry on investment business, acting as nominated adviser to the Company;
|
|
"Group" |
Longships and its subsidiary companies;
|
|
"Independent Shareholders"
|
those existing Shareholders, other than member of the Concert Party who also hold Existing Ordinary Shares;
|
|
"Issue Price" |
the price at which each Consideration Share is proposed to be issued, being 4 pence per share;
|
|
"ITEPA" |
the Income Tax (Earnings and Pensions) Act 2003;
|
|
"London Stock Exchange" |
London Stock Exchange Plc;
|
|
"Minority Acquisition Agreements"
|
the agreements dated 25 July 2013 and made between the Company and the Relevant Minority Sellers, further details of which are set out in the Admission Document and the agreements to be entered into between the Company and all other shareholders of Proxama (other than the Principal Vendors and the Relevant Minority Sellers), pursuant to Proxama's articles of association;
|
|
"MyBusinessFD" |
MyBusinessFD Limited, a company which is registered in England and Wales with registered number 07209314;
|
|
"New Longships Note"
|
the £500,000 unsecured convertible loan note to be issued by the Company to White Angle on Completion by way of consideration for the acquisition of the Proxama Convertible Note;
|
|
"New Options" |
the options proposed to be granted pursuant to the New Share Option Schemes on Completion under the terms for the Acquisition, details of which are set out in paragraph 10 of part 1 of the Admission Document;
|
|
"New Share Option Schemes" |
the new share option schemes proposed to be adopted by the Company on Completion for the purposes of granting the New Options, details of which are set out in paragraph 10 of part 1 of the Admission Document; |
|
"Notice" |
the notice of the General Meeting; |
|
"Ordinary Shares" |
ordinary shares of one penny each in the capital of the Company;
|
|
"Panel" |
the Panel on Takeovers and Mergers;
|
|
"Principal Acquisition Agreement"
|
the agreement dated 25 July 2013 and made between the Company and the Principal Vendors, further details of which are set out in the Admission Document;
|
|
"Principal Vendors"
|
Neil Garner and White Angle; |
|
"Proposals" |
the Acquisition, the Waiver, the proposed change of name of the Company and Re-admission;
|
|
"Proposed Directors" |
David Bailey, Neil Garner, Coen van Breda, Miles Quitmann and Gavin Breeze, details of whom are set out in paragraph 8 of Part 1 of the Admission Document;
|
|
|
|
|
"Proxama"
|
Proxama Limited, a company registered in England and Wales with registered number 05523420;
|
|
"Proxama Convertible Note"
|
the £500,000 unsecured loan note issued by Proxama to White Angle, which is currently convertible into ordinary shares of Proxama and is to be acquired by the Company on Completion in exchange for the issuance of the New Longships Note under the terms of the Principal Acquisition Agreement;
|
|
"Proxama Options"
|
the existing outstanding options to subscribe for new shares in Proxama as detailed in paragraph 10 of Part 1 of the Admission Document and which will be automatically rolled over into equivalent New Options on Completion in accordance with the Rules of the Proxama Share Options Scheme;
|
|
"Proxama Share Option Scheme" |
the existing unapproved and EMI share options scheme operated by Proxama;
|
|
"Re-admission" |
the re-admission of the Existing Ordinary Shares and the admission of the Consideration Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules for Companies;
|
|
"Relevant Minority Sellers"
|
David John Bailey, Miles Lionel Quitmann, Tessa Ogden and MyBusinesFD;
|
|
"Resolutions"
|
the resolutions of the Company to be proposed to Shareholders, as set out in the Notice;
|
|
"Shareholders" |
the holders of Ordinary Shares;
|
|
"Sterling" or "Pounds Sterling" or "£"
|
the legal currency of the UK;
|
|
"Takeover Code"
|
The City Code on Takeovers and Mergers as published by the Panel;
|
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland;
|
|
"US Dollar" or "US$" |
the legal currency of the USA;
|
|
"Waiver"
|
the waiver proposed to be granted by the Panel of the obligation that would otherwise arise on the Concert Party under Rule 9 of the Takeover Code to make a general offer to all Shareholders of the Company, subject to the approval of Independent Shareholders as set out in paragraph 7 of Part 1 of the Admission Document;
|
|
"White Angle" |
White Angle Limited, a company wholly owned by Gavin Breeze and registered in Jersey with registered number 111869. |
GLOSSARY OF TECHNICAL TERMS
|
"m-commerce"
|
Mobile commerce, meaning the delivery of electronic commerce capabilities directly into the consumer's hand, anywhere, via wireless technology;
|
|
"MNOs"
|
Mobile Network Operators; |
|
"NFC"
|
Near Field Communication; |
|
"PIN" |
Personal Information Number;
|
|
"POS"
|
Point of Sales; |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Announcement of the Transaction |
26 July 2013 |
|
|
|
|
Publication of the Admission Document |
26 July 2013 |
|
|
|
|
Latest time and date for receipt of Forms of Proxy |
11.00a.m on 20 August 2013 |
|
|
|
|
General Meeting |
11.00 a.m. on 22 August 2013 |
|
|
|
|
Re-admission to trading on AIM effective and commencement of dealings in the Enlarged Share Capital |
23 August 2013 |
|
|
|
|
|
|
|
|
|
|
Definitive share certificates despatched (as applicable) |
29 August 2013 |
This information is provided by RNS
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