Mercom Capital Plc Update on indicative proposal and GM adjournment (5644N)

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RNS Number : 5644N

Mercom Capital Plc

27 October 2016

Mercom Capital Plc

("Mercom" or "the Company")

Update on indicative proposal from Calvet International Limited

Adjournment of General Meeting

Further to the announcement of 21 October 2016, the Directors of the Company are pleased to announce that the Company and Calvet International Limited ("Calvet") have entered into non-binding heads of terms which amongst other things provide, subject to shareholder approval at a general meeting of the Company, for:

-- Cash fundraising of approximately GBP11.7m at 18p per share with a small number of international investors combined with the issuance of out of the money Warrants on a 1:2 basis;

-- Adoption of a new bespoke Investing Policy to invest in established industry proven technology, media and internet businesses;

   --     Change of Company's name to Monchhichi PLC; and

-- Appointments of Simon Fry as Executive Chairman and Jean Pascal Tranié as Senior Non-Executive Director of the Company (the "Proposals").

The Proposed Directors

Simon Fry, 57, spent over 25 years in the investment banking industry at Yamaichi, Credit Suisse First Boston and Nomura International in London. At Nomura, he was responsible for all European Debt and Equity Capital Markets and was a European Board member and a member of both the Credit and the Risk committees. In 2000, he established his own business in the health and leisure sector in London and subsequently bought into a Hong Kong-listed technology incubator, TechPacific Capital Ltd, as a senior partner. Among several other deals, Techpacific Capital Ltd acquired Crosby Ltd., an established colonial brokerage business based in Hong Kong which Simon and his partners transformed into a buy-out business focused predominantly on quoted companies in Asia whose value was largely intrinsic and represented by hard assets or commodities. Whilst remaining an investor and senior board member of Techpacific Capital Ltd, he was also the CEO of the Crosby Group which was listed in London. In 2009, together with an ex Nomura colleague, he set up a family office based in London to continue to manage his own investments before becoming an adviser on investment opportunities to certain family offices based in Switzerland. Over the last seven years he has advised on a variety of investments across oil and gas exploration and development, commercial real estate, technology and internet with a particular focus on proven disruptive businesses. Simon is currently based in California and is the sole investment adviser to Calvet, a 12.57 per cent. shareholder in Mercom.

Jean-Pascal Tranié, 57, is an experienced top executive in the media and technology sectors and a seasoned venture capitalist with a technology and environment management background. In 2003 he co-founded Aloe Private Equity SAS, a European-based private equity group with a focus on China and India, where he is President and Chairman of the Management Board. He started his career in 1985 at the Ministry of Finance in France after graduating from École Polytechnique and obtaining a Masters degree in Public Administration from ENA. He was associated with Vivendi from 1989 when he joined Compagnie Générale des Eaux, as Vivendi was then known. He has held senior management roles at Vivendi Universal where he served as General Manager of Vivendi's Media and Multimedia Division for three years from 1995 to 1997. Between 1995 and 1997 he was CEO of Générale d'Images and served as General Manager of Vivendi's cable networks division, overseeing its digitization. In 1997 he joined Cegetel SA as Director of Multimedia. His venture capital experience has included Founding and General Partner of Viventures Partners from 1997 to 2003, Senior Advisor to Terra Firma Capital Partners Limited in 2005- 2006 and acting as Chairman of the Management Board at Aloe Private Equity and Aloe Energy. He also served on the Boards of Havas, UGC S.A. Babelsberg Studios, Assystem and CS.

Full details of the Proposals together with a specific explanation of the strategic rationale for the proposed adoption of a distinctive new Investing Policy and notice of a general meeting will be set out in a circular to be sent to Mercom Shareholders as soon as reasonably practicable. Further information as required by the AIM Rules for Companies on the appointment of a director will also be provided. There can be no certainty at this point in time that the Proposals will be completed.

The Directors of the Company announce that they will adjourn the General Meeting called for 9.00 am (EST) on 27 October 2016 (the "General Meeting") until further notice (the "Adjourned General Meeting").

Mercom Shareholders who have already submitted forms of proxy for the General Meeting and who do not wish to change their voting instructions will not need to take any further action as their forms of proxy will continue to be valid in respect of any such Adjourned General Meeting.

Mercom Shareholders who have submitted forms of proxy for the General Meeting but who wish to change their voting instructions must submit a revised form of proxy, using the original form of proxy which will be available on the Company's website at www.mercomcapital.co.uk.

To be valid, forms of proxy (together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof) in respect of any Adjourned General Meeting should be completed, signed and returned so as to be received by Mercom at Suite 702, 85 Richmond Street West, Toronto, Ontario M5H2C9 or by fax at +14165043982 for registration as soon as possible, but in any event not later than 48 hours before such Adjourned General Meeting. Completion and return of a form of proxy will not prevent a Mercom Shareholder from attending such Adjourned General Meeting and voting in person.

To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Further announcements will be made in due course.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

For further information, please contact:

 
 Mercom Capital Plc 
  John Zorbas                     001 416 504 3978 
 
   Northland Capital Partners 
   Limited 
   Nominated Adviser and 
   Broker 
   Edward Hutton / Matthew 
   Johnson                         +44 (0) 20 3861 6625 
 
   Beaufort Securities 
   Limited 
   Joint Broker 
   Elliot Hance                    +44 (0) 20 7382 8300

This information is provided by RNS

The company news service from the London Stock Exchange

END

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