TIDMCDOG
RNS Number : 2804H
CDialogues PLC
16 August 2016
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
16 August 2016
CDialogues plc
("CDialogues", the "Company" or the "Group")
Proposed sale of Telilea Limited
Proposed Cancellation of Admission to trading on AIM
and
Notice of General Meeting
Further to the announcement made on 17 June 2016, CDialogues plc
(AIM: CDOG) announces that the Company has entered into a
conditional sale and purchase agreement with Numbase Group Limited
the holding company of Numbase Limited ("Numbase"), the Company's
principal customer, for the disposal of all the Company's shares in
Telilea Limited (the "Disposal").
Telilea Limited is a trading subsidiary of the Group and is the
holding company for the Group's other subsidiaries. Completion of
the Disposal will require the approval of Shareholders in
accordance with the requirements of the AIM Rules.
Following completion of the Disposal, the Company will no longer
have any trading operations and the Directors will seek to
determine the best method to return the net cash resources of the
Company resulting from the Disposal to Shareholders. Following, or
as part of, any such distribution to the Shareholders, the
Directors propose to engage a liquidator to carry out a members'
voluntary liquidation of the Company ("MVL").
Telilea Limited has been purchased by Numbase Group Limited for
a price of EUR840,000 on a cash free, debt free basis. Prior to
completion of the Disposal, Telilea Limited will distribute up to
EUR2,896,120 of excess cash to the Company.
On the basis of the a number of assumptions, which are detailed
below, the Company is expected to have sufficient cash resources to
make total distributions to Shareholders of up to approximately
EUR3.90 million in aggregate, equivalent to approximately EUR0.62
per Ordinary Share (or approximately GBP0.54 per Ordinary Share) on
a Fully Diluted Basis following completion of the Disposal
(assuming an exchange rate of GBP1.00/EUR1.16). The estimated level
of total distributions and timing of distributions is provided for
guidance purposes only. It is emphasised that the ability of the
Company to make the estimated level of distributions and the timing
of such return is not currently known with certainty, and will be
subject to factors outside of the control of the Board, certain of
which are detailed below.
Given that a liquidation of the Company via an MVL is proposed
after completion of the Disposal, the Directors, having considered
the guidance to the AIM Rules that is relevant to companies in the
situation that will apply to the Company following completion of
the Disposal, have also concluded that the admission of the
Ordinary Shares to trading on AIM should be cancelled
("Cancellation").
A General Meeting of the Company is to be convened to be held at
10 a.m. on 2 September 2016. At the General Meeting, resolutions
seeking approval for the Disposal and the Cancellation will be
proposed.
Further details of the proposals can be found in a circular
which is due to be posted to Shareholders today, extracts of which
can be found below.
A further circular will be sent to Shareholders in due course
regarding the return of cash to Shareholders which is to occur.
The above summary should be read in conjunction with the full
text of this announcement and the circular (which includes a notice
convening the General Meeting), which is being posted to
Shareholders today and will also be made available to view shortly
on the Company's website, www.cdialogues.com. Extracts from the
circular are set out below.
Defined terms used in this announcement have the meaning as set
out at the end of this announcement and as in the circular.
CDialogues Plc Tel: +30 2106 300 930
George Karakovounis
Pale Spanos
Allenby Capital Tel: 0203 328 5656
Limited
David Hart
Alex Brearley
Walbrook PR Tel: 020 7933 8780/ cdialogues@walbrookpr.com
Ltd
Paul Cornelius Mob: 07866 384 707
Nick Rome Mob: 07748 325 236
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the circular)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and dispatch 16 August 2016
of this document
Latest time and date for 10 a.m. on 31 August 2016
receipt of Forms of Proxy
General Meeting 10 a.m. on 2 September
2016
Completion of the Disposal
2 September 2016
Last day of dealings in 14 September 2016
Ordinary Shares on AIM
Time and date of the Cancellation 7:00 a.m. on 15 September
2016
PROPOSED SALE OF TELILEA LIMITED, PROPOSED CANCELLATION OF
ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING
Description of Telilea Limited
Telilea Limited is a Cyprus incorporated subsidiary of the
Company and serves as an operating subsidiary of the Group and is
the holding company for the Group's other Subsidiaries. Its
business comprises the provision of marketing services to mobile
network operators, with a particular focus on emerging markets.
Telilea Limited has two wholly owned subsidiary companies:
-- CDialogues S.A. The principal activities of CDialogues Greece
include software development services as well as support and
maintenance services related to the Group's software.
-- CDialogues MEA DMCC. The principal activities of CDialogues
Dubai are the provision of IT services and solutions.
The principal asset owned by Telilea Limited is a proprietary
software platform and related technical infrastructure, which is
used to deliver and manage the Group's mobile marketing
services.
For the year ended 31 December 2015, Telilea Limited recorded
audited profit before tax of EUR1,138,927 on revenues of
EUR3,398,854. The audited total assets of Telilea Limited as at 31
December 2015 were EUR3,881,320, with net assets being
EUR1,752,831.
For the year ended 31 December 2015, Telilea Limited's
subsidiary, CDialogues Dubai recorded audited profit before tax of
EUR1,167,914 on revenues of EUR5,311,694. The audited total assets
of CDialogues Dubai as at 31 December 2015 were EUR3,157,244, with
net assets being EUR2,637,342.
For the year ended 31 December 2015, Telilea Limited's
subsidiary, CDialogues Greece recorded audited profit before tax of
EUR68,734 on revenues of EUR860,000. The audited total assets of
CDialogues Greece as at 31 December 2015 were EUR557,347, with net
assets being EUR389,189.
These results should, however, be considered in light of the
adverse trading conditions that the Group has experienced during
2016 (as described in section 4 below). In particular, Shareholders
should be aware that when the termination of the Group's contracts
with Numbase becomes effective, which in the absence of any change
in circumstances is expected to occur by the end of September 2016
at the latest, then Telilea Limited and the Subsidiaries will have
no revenues. As noted above, all excess cash in Telilea Limited and
its subsidiaries, amounting to up to EUR2,896,120 will be
distributed to the Company prior to Completion.
Summary of the Disposal
Pursuant to the terms of the Sale and Purchase Agreement, the
Company has conditionally agreed to dispose of all of its shares in
Telilea Limited for a purchase price of EUR840,000 payable on
completion of the Disposal. This amount includes outstanding
receivables due to Telilea Limited and its subsidiaries from
Numbase.
The Disposal is conditional upon the passing at the General
Meeting of Resolution 1.
Following completion of the Disposal, CDialogues will have no
subsidiaries and no operations and the Company's principal asset
will be its cash balances. The Company will remain party to a
limited number of agreements and will retain a small number of
current liabilities which will be discharged as soon as practically
possible.
As stated above, it is currently envisaged that completion of
the Disposal will occur on 2 September 2016.
Further details of the Sale and Purchase Agreement are included
at the end of this document.
Background to and reasons for the Disposal
CDialogues' Ordinary Shares were admitted to trading on AIM on
27 June 2014. The Company's operations were at that time focused on
providing specialised marketing services to mobile network
operators, with a particular focus on emerging markets, especially
the Middle East and North Africa. At that point in time, CDialogues
was a growing, profitable and cash generative business.
During the second half of 2015 the Group began to experience
weaker than anticipated performance of certain of its projects. New
project launches also experienced delays over this period, as
mobile network operators pushed back project start dates.
Over the course of 2016, the Group experienced further
deterioration in its trading and the generation of new business. A
new project for a customer in Central America was required to be
discontinued due to technical challenges in respect of integration
with the operator's systems.
In May 2016, the Company announced that it had become clear to
the Board that the market conditions for winning new contracts had
changed. In particular, the Board stated that it was of the view
that the profit margin that could be achieved on new business
opportunities was at a level which made little commercial or
financial sense to pursue, and as a result, the Company was
unlikely to engage in any new contracts until market conditions had
changed. The Company also highlighted that revenues from its
existing four contracts were in decline.
On 17 June 2016, CDialogues announced that it had received a
notice of termination from Numbase in respect of the four contracts
from which CDialogues generates all of its current revenues. The
Company stated that it was in discussion with Numbase in respect of
the notice of termination, in order to seek alternative outcomes,
but should Numbase proceed with the termination, then the Board
believed that the four contracts would have been terminated by the
end of September 2016, at the latest.
CDialogues has historically provided its services and received
its revenues pursuant to agreements entered into with local
partners, such as Numbase, rather than directly with the underlying
mobile network operators. The notice of termination indicated that
Numbase wished to terminate the contracts under which the Group
provided mobile marketing and campaign services to Alfa in Lebanon,
Touch in Lebanon, Zain in Kuwait and VIVA in Kuwait.
The Company also announced that, in light of the notice of
termination, the recent difficulties that the Company had
experienced and the likelihood that barring a change in
circumstances the Group would have no revenues by the end of
September 2016 at the latest, the Board had determined that it was
appropriate to conduct a review of CDialogues' business and assets
and would consider all options to seek to mitigate losses, sustain
the Group's cash balances to the greatest extent possible and
preserve shareholder value.
As described in section 1 above, following this review and an
analysis of the options available to the Company, the Directors
concluded that the best and most efficient option to return value
to Shareholders is to dispose of the Company's wholly owned
subsidiary, Telilea Limited to Numbase Group Limited, the holding
company of the Company's principal customer, Numbase.
Should the Disposal not be approved by Shareholders at the
General Meeting, in order to protect the cash balances of the
Company, and in the absence of any other option that provides more
value for Shareholders prior to such decision being determined, it
is likely that the Directors would appoint a liquidator to wind up
the business of the Group.
On the basis of the following assumptions (the
"Assumptions"):
-- the purchase price payable by Numbase Group Limited at
completion of the Disposal will amount to EUR840,000;
-- there are no claims made by Numbase Group Limited against the
Company for breach of the Company's warranties under the Sale and
Purchase Agreement; and
-- transaction costs and the expected running costs of the
Company in the period prior to completion of the return of capital
amount to approximately EUR300,000 in aggregate,
the Company is expected to have sufficient cash resources to
make total distributions to Shareholders of up to approximately
EUR3.90 million in aggregate, equivalent to approximately EUR0.62
per Ordinary Share (or approximately GBP0.54 per Ordinary Share) on
a Fully Diluted Basis following completion of the Disposal
(assuming an exchange rate of GBP1.00/EUR1.16).
The estimated level of total distributions and timing of
distributions is provided for guidance purposes only. It is
emphasised that the ability of the Company to make the estimated
level of distributions and the timing of such return is not
currently known with certainty, and will be subject to factors
outside of the control of the Board, which may include but are not
limited to:
-- Shareholders voting in favour of the Resolutions at the forthcoming General Meeting;
-- Shareholders approving the structure to enable a distribution
(either by way of a dividend, share buyback or otherwise to be
proposed in due course);
-- any claims made by Numbase Group Limited under the Company's
warranties in the Sale and Purchase Agreement;
-- the amount of any taxation liability resulting from the Disposal or otherwise; and
-- any differences between actual costs and the estimated
running expenses of the Company and transaction costs until the
final distribution to Shareholders.
Proposed cancellation of admission to trading on AIM
Under the AIM Rules, it is a requirement that the cancellation
of admission to trading on AIM must be approved by not less than 75
per cent. of Shareholders voting in general meeting. Accordingly,
the notice of General Meeting contains a special resolution,
Resolution 2, to approve the Cancellation. Resolution 2 is
conditional on the passing of Resolution 1.
Under the AIM Rules, the Cancellation also requires the
expiration of a period of not less than 20 clear Business Days from
the date on which the intended Cancellation is notified via a
Regulatory Information Service and notice is given to the London
Stock Exchange. Pursuant to Rule 41 of the AIM Rules, the Directors
have notified the London Stock Exchange of the date of the proposed
Cancellation. Subject to the passing of Resolution 2, Cancellation
will occur no earlier than five clear Business Days after the
General Meeting and it is therefore expected that trading in the
Ordinary Shares on AIM will cease at the close of business on 14
September 2016, with Cancellation expected to take effect at 7.00
a.m. on 15 September 2016.
Shareholders should be aware that if Cancellation is approved by
Shareholders and takes effect, they will as from that time cease to
hold shares in a company whose shares are admitted to trading on
AIM. However, Shareholders will still own their Ordinary
Shares.
Given the Board's intention to return the net cash resources of
the Company resulting from the Disposal to Shareholders and
liquidate the Company following completion of the Disposal and the
Cancellation, the Directors do not intend to provide, seek or
support any dedicated arrangements whereby Ordinary Shares can be
bought or sold on a matched bargain basis following the
Cancellation becoming effective.
The Cancellation will significantly reduce the liquidity and
marketability of the Ordinary Shares and there will be limited
opportunities for Shareholders to realise their investment in the
Company other than pursuant to any distributions to Shareholders on
or before the proposed MVL.
The principal effects that the Cancellation will have on
Shareholders include the following:
-- there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM (or any other
recognised market or trading exchange);
-- while the Ordinary Shares will remain freely transferable
until such time as a liquidator has been appointed to facilitate
the proposed MVL, the Ordinary Shares may be more difficult to sell
compared to shares of companies traded on AIM (or any other
recognised market or trading exchange);
-- it may be more difficult for Shareholders to determine the
market value of their investment in the Company at any given
time;
-- the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules. In particular, among other
things, the Company will not be bound to:
o make any public announcements of material events, or to
announce interim or final results;
o comply with any of the corporate governance practices
applicable to AIM companies;
o announce substantial transactions and related party
transactions; or
o comply with the requirement to obtain shareholder approval for
reverse takeovers and fundamental changes in the Company's
business;
-- the Company will cease to retain a nominated adviser and broker; and
-- the Cancellation might have either positive or negative
taxation consequences for Shareholders (Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately).
Following the Cancellation, the Company will remain subject to
the Act, but whether the Takeover Code will continue to apply will
be subject to confirmation with the Panel. As the Ordinary Shares
will no longer be admitted to trading, the Takeover Code's
continued application will be dependent on whether the Company's
place of central management and control is in the United
Kingdom.
Following the Cancellation, the CREST facility will, in due
course, be cancelled also. Following the Cancellation, once a
liquidator has been appointed for the purposes of the proposed MVL,
the Ordinary Shares will, with the prior sanction of the proposed
liquidator, remain capable of being transferred in paper form (and
therefore not through CREST) for a limited time until the proposed
MVL is completed, although there can be no guarantee that a
Shareholder will be able to purchase or sell any Ordinary Shares
following Cancellation. Under the Act, following the appointment of
a liquidator, any transfer of Ordinary Shares requires the sanction
of the liquidator or it will be void.
Following the Cancellation, transfers of interests in Ordinary
Shares in certified form should be sent to the Company's
registrars, Computershare Investor Services PLC, The Pavilions,
Bridgewater Road, Bristol, BS99 6ZY. Existing share certificates
will remain valid until completion of the MVL.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 14 September 2016 and that the effective date of the
Cancellation will be 15 September 2016.
Members' Voluntary Liquidation
In order to maintain the Group's cash balances and preserve
shareholder value, the Company wishes to obtain Shareholder
approval and complete the Disposal as soon as practicable.
Thereafter the Board intends as soon as possible to evaluate the
most efficient method of returning value to Shareholders, obtain
Shareholder approval, if required, for any such transaction and to
appoint a liquidator to put the Company into MVL.
In order to place CDialogues into MVL, the Company must pass a
special resolution to that effect under the Insolvency Act 1986.
This special resolution must be passed not more than five weeks
after the making of a statutory declaration of solvency by all or a
majority of the Directors stating that, having made full inquiry
into the Company's affairs, they have formed the opinion that the
Company will be able to pay its debts in full within a period not
more than 12 months from the passing of the special resolution.
In a MVL, the powers of the Directors cease (save to the extent
that the Company in a general meeting or the liquidator sanctions
otherwise) and the liquidator assumes responsibility for the
Company's affairs. The liquidator deals with the realisation of
assets, the agreement and discharge of liabilities and the
distribution of the Company's surplus funds to Shareholders as and
when funds permit. Prior to distributing cash to Shareholders, the
liquidator must be satisfied that either all liabilities have been
settled or that sufficient cash has been retained to discharge or
provide for all actual and contingent liabilities. This involves an
initial period during which the liquidator writes to all known
creditors, actual and contingent, and advertises for claims against
the Company being liquidated, specifying a deadline of at least 21
days from the date of the notice by which any claims must be
notified to them. Cash can be released as and when the liquidator
determines that all actual and contingent liabilities have been
paid, provided for or discharged and there is surplus cash
available for distribution. This process can take time,
particularly if there are liabilities such as taxation to be agreed
with HMRC or other contingent liabilities that are initially
difficult to quantify or agree. It is therefore usual for cash to
be distributed to Shareholders in a series of instalments, the
amount and timing of each being dependent on the cash available and
the status of known and potential liabilities.
The liquidator will manage the orderly winding up of the Company
with a view to a final payment of any surplus assets, if any, to
all persons who were Shareholders at the time of the Disposal pro
rata to their holdings at that time, unless the cost of so doing is
disproportionate to the amount that would otherwise be paid.
As a MVL can take typically take three to six months, assuming
no unforeseen complications and tax clearances can be finalised
with HMRC, in order to accelerate a return of capital to the
Shareholders in a tax efficient manner, the Directors may also
consider a pro rata share buyback to be carried out prior to
liquidation if this is a cost-efficient and practicable option. If
this option is pursued by the Company, further Shareholder
authority will be sought at a general meeting to approve the share
buyback.
The appointment of a liquidator, the MVL and related actions
will require, inter alia, the approval of Shareholders which will
be required to be sought via a further circular to Shareholders.
The level of Shareholder approval that is required is for
Shareholders holding more than 75 per cent. of the voting rights in
the Company to vote in favour of the MVL.
Once the Board has agreed upon the best option to return value
to Shareholders, a further circular will be sent to Shareholders,
including the relevant notice of general meeting if required, and
any taxation implications for Shareholders.
General Meeting
A General Meeting of the Company is to be held at the offices of
Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 10
a.m. on 2 September 2016.
At the General Meeting, the following Resolutions will be
proposed:
-- Resolution 1, which will be proposed as an ordinary
resolution, seeks approval for the sale of the Company's
shareholding in Telilea Limited to Numbase Group Limited.
-- Resolution 2, which will be proposed as a special resolution
and will be conditional on the passing of Resolution 1, seeks
approval for the cancellation of the admission of the Ordinary
Shares to trading on AIM.
Irrevocable Undertakings
Irrevocable undertakings to vote, or (where applicable) to
procure that the registered holder votes, in favour of the
Resolutions have been given to the Company by the Directors in
respect of their entire beneficial holdings of 5,514,477 Ordinary
Shares representing, in aggregate, approximately 88.56 per cent of
the voting rights in the Company.
SUMMARY OF THE PRINCIPAL TERMS OF THE SALE AND PURCHASE
AGREEMENT
The principal terms of the Sale and Purchase Agreement are set
out below.
1. The purchase price for the Disposal is EUR840,000 payable in
cash on Completion of the Disposal.
2. The Sale and Purchase Agreement permits Telilea Limited to
distribute up to EUR2,896,120 of excess cash to the Company prior
to Completion. Although there will be no adjustments to the
purchase price, in order to fund the Company's expenses prior to
Completion, Numbase Group Limited will make a short term on demand
loan available to Telilea Limited of EUR109,958.
3. Completion of the Disposal is conditional upon the passing at
a general meeting of the Company of Resolution 1 approving the
Disposal.
4. The Company has given certain warranties in relation to
Telilea Limited and its Subsidiaries, including inter alia, in
relation to the Company's title to its shares in Telilea Limited,
its capacity and authority to enter into the Sale and Purchase
Agreement and to complete the Disposal, insolvency, accounts,
management accounts, taxation and employees. The time limit for
claims for breaches of the Company's warranties in the Sale and
Purchase Agreement is three months from the date of completion of
the Disposal, and the liability for such claims is capped at an
amount equal to the Purchas Price under the Sale and Purchase
Agreement.
5. The Company has also agreed with Numbase Group Limited that,
pending completion of the Disposal, it will procure that Telilea
Limited and the Subsidiaries carry on the business of the Telilea
Limited in the normal course, and to comply with certain customary
conduct of business obligations, pending completion of the
Disposal.
6. On the basis that the purchase price is fixed, the Company
has also agreed that, other than as provided for in paragraph 2
above and pursuant to existing management services agreements which
will terminate at completion, it will not return any value from
Telilea or the Subsidiaries to the Company.
DEFINITIONS
The following definitions apply throughout this announcement and
the circular unless the context otherwise requires:
"Act" the Companies Act 2006
(as amended);
------------------------------ ---------------------------------
"AIM" the market of that name
operated by the London
Stock Exchange;
------------------------------ ---------------------------------
"AIM Rules" the "AIM Rules for Companies"
published by the London
Stock Exchange as in
force at the date of
this document or, where
the content requires,
as amended or modified
after the date of this
document;
------------------------------ ---------------------------------
"Allenby" Allenby Capital Limited,
the Company's nominated
adviser and broker;
------------------------------ ---------------------------------
"Assumptions" the assumptions as set
out in paragraph 4 of
Part I of this document;
------------------------------ ---------------------------------
"Business Day" a day, other than a
Saturday or Sunday or
public holiday in England
and Wales, on which
banks are open in London
for general commercial
business;
------------------------------ ---------------------------------
"Cancellation" the cancellation of
admission of the Ordinary
Shares to trading on
AIM;
------------------------------ ---------------------------------
"Company" or "CDialogues" CDialogues plc, a company
incorporated and registered
in England and Wales
under the Act with registered
number 07653813, whose
registered office is
6(th) Floor, 60 Gracechurch
Street, London EC3V
0HR;
------------------------------ ---------------------------------
"Company Secretary" Ben Harber of 6(th)
Floor, 60 Gracechurch
Street, London EC3V
0HR;
------------------------------ ---------------------------------
"CREST" the relevant system
(as defined in the CREST
Regulations) in respect
of which Euroclear UK
& Ireland Limited is
the Operator (as defined
in the CREST Regulations);
------------------------------ ---------------------------------
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI
2001/3755);
------------------------------ ---------------------------------
"Directors" or "Board" the directors of the
Company or any duly
authorised committee
thereof;
------------------------------ ---------------------------------
"Disposal" the proposed disposal
of the entire issued
share capital of Telilea
Limited, which wholly
owns the Subsidiaries,
by the Company to Numbase
Group Limited pursuant
to the terms of the
Sale and Purchase Agreement;
------------------------------ ---------------------------------
"Form of Proxy" the form of proxy for
use by Shareholders
in connection with the
General Meeting and
which is enclosed with
this document;
------------------------------ ---------------------------------
"Fully Diluted Basis" 6,240,550 Ordinary Shares;
------------------------------ ---------------------------------
"General Meeting" the general meeting
of the Company to be
held at the offices
of Gowling WLG (UK)
LLP, 4 More London Riverside,
London SE1 2AU at 10
a.m. on 2 September
2016, or any adjournment
thereof, notice of which
is set out at the end
of this document;
------------------------------ ---------------------------------
"Group" the Company and its
subsidiary undertakings
at the date of this
document;
------------------------------ ---------------------------------
"HMRC" HM Revenue & Customs;
------------------------------ ---------------------------------
"London Stock Exchange" London Stock Exchange
plc;
------------------------------ ---------------------------------
"Notice of General Meeting" the notice convening
the General Meeting
and which is set out
at the end of this document;
------------------------------ ---------------------------------
"Numbase" Numbase Limited, a subsidiary
company of Numbase Group
Limited, incorporated
and registered in the
British Virgin Islands;
------------------------------ ---------------------------------
"Ordinary Shares" ordinary shares of 1
penny each in the capital
of the Company;
------------------------------ ---------------------------------
"Panel" The Panel on Takeovers
and Mergers of the United
Kingdom;
------------------------------ ---------------------------------
"Regulatory Information has the meaning given
Service" in the AIM Rules for
Companies;
------------------------------ ---------------------------------
"Resolution 1" the ordinary resolution
to be proposed at the
General Meeting to approve
the Disposal, as set
out in the Notice of
General Meeting;
------------------------------ ---------------------------------
"Resolution 2" the special resolution
to be proposed at the
General Meeting to cancel
the admission of the
Ordinary Shares to trading
on AIM, as set out in
the Notice of General
Meeting;
------------------------------ ---------------------------------
"Resolutions" Resolutions 1 and 2
to be proposed at the
General Meeting to obtain
the approval of Shareholders
for the Disposal and
the Cancellation respectively,
as set out in the Notice
of General Meeting;
------------------------------ ---------------------------------
"Sale and Purchase Agreement" the conditional agreement
dated 16 August 2016
made between the Company
and Numbase Group Limited
relating to the sale
and purchase of the
entire issued share
capital of Telilea Limited
held by the Company;
------------------------------ ---------------------------------
"Shareholder" the registered holders
of Ordinary Shares;
------------------------------ ---------------------------------
"Subsidiaries" and each (i) CDialogues S.A.
a "Subsidiary" ("CDialogues Greece"),
a company incorporated
and registered in Greece
with registration number
1167573401000; and
(ii) CDialogues MEA
DMCC ("CDialogues Dubai"),
a company incorporated
and registered in the
United Arab Emirates
with registration number
JLT5958.
------------------------------ ---------------------------------
"Takeover Code" The City Code on Takeovers
and Mergers as published
by the Panel on Takeovers
and Mergers of the United
Kingdom from time to
time;
------------------------------ ---------------------------------
"UK" the United Kingdom;
------------------------------ ---------------------------------
"EUR" Euro, the lawful currency
of the participating
member states of the
Eurozone;
------------------------------ ---------------------------------
"GBP" or "GBP" or "Sterling" the lawful currency
or "pence" of the UK; and
------------------------------ ---------------------------------
"$" or "USD" or "Dollar" the lawful currency
of the United States
of America.
------------------------------ ---------------------------------
-Ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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