Statement re Investment in Unicell (3347O)
September 15 2011 - 10:21AM
UK Regulatory
TIDMTMT
RNS Number : 3347O
TMT Investments PLC
15 September 2011
15 September 2011
TMT INVESTMENTS PLC
("TMT" or the "Company")
Acquisition of Shares of Unicell Advanced Cellular Solutions
Ltd.
The Board of TMT is pleased to announce the acquisition of
shares of Unicell Advanced Cellular Solutions Ltd. ("Unicell"), a
leading mobile application service and content provider in Israel
(http://www.unicell.co.il/).
Unicell is a limited liability company incorporated on 7 May
2002 under the laws of Israel. Unicell provides a wide range of
solutions and services for the mobile communications market,
including corporate mobile data solutions; premium content and
billing services; interactive media solutions; mobile advertising
and marketing; intelligent mobile search and surfing solutions; and
turnkey solutions for mobile telecom operators and media and
advertising agencies.
TMT has acquired from a number of Unicell's current shareholders
shares representing 10% of Unicell's equity capital
(post-transaction) for an aggregate consideration of NIS 10,400,000
(approx. $2.96 million). A definitive agreement for the transaction
was entered into, and the transaction was completed, today.
As part of the foregoing transaction, Unicell's articles of
association have been amended in order to provide TMT with a number
of protective rights, including the right, alongside with certain
other named shareholders, to participate in future issuances of
shares by Unicell on a pro rata basis, as well as pre-emption
rights in the event of a proposed sale of shares over a certain
threshold by Unicell's other shareholders. According to the amended
articles, as long as TMT holds more than 5% of the issued and
outstanding share capital of Unicell, the Company will have the
right to appoint an observer to the board of directors of
Unicell.
In respect of the year ended 31 December 2010, Unicell's audited
revenues amounted to NIS 221.8 million (approx. $61.6 million),
audited profit before taxation amounted to NIS 7.6 million (approx.
$2.1 million), and audited net assets as at that date amounted to
NIS 19.7 million (approx. $5.5 million).
TMT believes that its purchase of Unicell shares will become a
first step towards a long and productive partnership with one of
the leading mobile application service companies in Israel. In
particular, TMT and Unicell intend to utilise their respective
knowledge and international distribution expertise to generate
mutually synergistic cross-selling opportunities.
15 September 2011
For further information contact:
TMT INVESTMENTS PLC
Mr. Alexander Selegenev +44(0)1534 281 843
www.tmtinvestments.com alexander.selegenev@tmtinvestments.com
ZAI Corporate Finance Ltd
NOMAD and Broker
Marc Cramsie/Irina Lomova 020 7060 2220
About TMT Investments
The Investment Policy & Strategy
The Company's objective is to generate an attractive rate of
return for Shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to invest in the
TMT Sector. The Company aims to provide equity and equity-related
investment capital, such as convertible loans, to private companies
which are seeking capital for growth and development, consolidation
or acquisition, or as a pre-IPO financing.
In addition, the Company intends to invest in publicly traded
equities which have securities listed on a stock exchange or
over-the-counter market. These investments may be in combination
with additional debt or equity-related financing, and in
appropriate circumstances in collaboration with other value added
financial and/or strategic investors.
The Company is not geographically restricted in terms of where
it will consider making investments. It will consider any
geographical area, to the extent that the investment fits within
the Company's investment criteria. The Directors and Consultants
have expertise in emerging markets and, in particular, in Russia
and the Commonwealth of Independent States. The Company will not be
subject to any borrowing or leveraging limits.
Private Companies
The Company will target small and mid-sized companies and will
seek to secure at least blocking stakes and board representation,
where it considers that the Company and/or an investee company
would benefit from such an appointment. The Company will consider
making equity investments in lower than blocking stakes only where
it sees ways to increase the stakes to blocking or controlling
stakes at a later date. Each investment is expected to be at least
US$250,000.
The investments targeted by the Company will aim to support
rapidly-growing private companies to increase market share and
achieve long-term shareholder value. It is envisaged that if the
Company invested in a private company prior to that company listing
on a stock market, the Company would retain a part of its
investment in the listed entity going forward. The Company intends
to work closely with the management of each investee company to
create value by focusing on driving growth through revenue
creation, margin enhancement and extracting cost efficiencies, as
well as implementing appropriate capital structures to enhance
returns.
Public Companies
When investing in public equities, the Company will seek to
select companies with a dominant market share or strong growth
potential in their respective segments. No restrictions will be
placed on the size of public companies in which the Company may
make an investment. The Directors intend to make investments in
companies or businesses with attractive valuation, growth
potential, with competent and motivated management, which enjoy
brand recognition, have scalable business models, have strong
relationships with customers and have in place transparent
accounting policies.
Realisation of Returns
The Directors will, when appropriate, consider how best to
realise value for Shareholders whether through a trade sale,
flotation or secondary refinancing of the investee companies. The
proposed exit route will form a key consideration of the initial
investment analysis.
The Company expects to derive returns on investments principally
through long-term capital gains and/or the payment of dividends by
investees. The primary ways in which the Company expects to realise
these returns include: (a) the sale or merger of a company; (b) the
sale of securities of a company by means of public or private
offerings; and (c) the disposal of public equity investments
through the stock exchanges on which they are listed.
For private investee companies the Company believes that its
typical investment holding period should provide sufficient time
for investee companies to adequately benefit from the capital and
operational improvements resulting from the Company's investment.
The targeted holding period shall be reviewed on a regular basis by
the Company, but it is expected that this will typically be between
two to four years. For public equities the Company's objective is
to maximise capital appreciation. Following the acquisition, the
Company will continue to conduct extensive research and monitoring
of the investment. Importance will be placed on the timing of any
disposal which will follow a thorough review of market conditions
and those reports and sources that are available to investors.
Should the Company consider that the capital appreciation of a
particular public equity investment has reached its peak or is
likely to or has begun to decline, then the Company will consider
the sale of that investment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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