TIDMMCC
RNS Number : 4196S
Mercom Capital Plc
21 December 2016
21 December 2016
Mercom Capital Plc
("Mercom" or "the Company")
Update on indicative proposal from Calvet International
Limited
Proposed board changes and PDMR transactions
The Company confirms that discussions with Calvet International
Limited ("Calvet") regarding the proposals set out in the
announcement of 1 December 2016 are ongoing. These proposals now
involve the imminent appointments of Simon Fry as Executive
Chairman, Jean-Pascal Tranié as Senior Non-Executive Director and
Felipe Simonsen as Finance Director (together the "New Board").
Subject to final agreement being reached, concurrent with the
proposed appointment of the New Board, John Zorbas, Patrick Cross
and Kyle Appleby intend to stand down as Directors of Mercom and
sell or grant an option over their respective entire existing
holdings of shares in the Company amounting to 7,395,633 shares
(together with a further 1,500,000 new shares upon exercise of
their existing warrants at an exercise price of 5p per share) in
each case at 20p per share, with 2p per share to be returned to the
Company (the "Directors' Share Transaction").
Proposed board and company secretary appointments
Simon Fry, proposed Executive Chairman
Simon, 57, spent over 20 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.
Simon is, through 5161,LLC, the principal investment adviser to
the E2 Trust which is the 100 per cent. owner of Calvet. Calvet is
interested in 5,000,000 shares, representing 14.36 per cent. of the
Company's issued share capital.
Jean-Pascal Tranié, proposed Senior Non-Executive Director
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 is also a director of CS Communication & Systèmes SA
and has served on the boards of Havas, UGC S.A. Babelsberg Studios
and Assystem S.A.
Felipe Simonsen, proposed Finance Director
Felipe Simonsen is an economist and business graduate from PUC
Sao Paolo with over 25 years of experience in the financial
markets.
Felipe began working on the trading and fixed income desk at the
former Banco Itamaraty in 1991. In 1997, following the acquisition
of Banco Itamaraty by BCN Bank, he became the manager of the
trading desk at BCN. In 1997 Felipe moved firms to take up the role
of Head of Fixed Income at Banco Paulista, specifically working
with bonds and debt instruments in both the local and external
markets.
Since 2005, Felipe developed a partnership with Banco Paulista
in the structured financial market that to date has executed more
than US$ 1 billion in transactions. The partnership has focused
primarily on Eurobonds, domestic bonds, pre export credit notes and
securitised M&A and Real Estate offerings.
Since mid-2015, Felipe has also been working on the development
and launch of a new global online to offline social media platform
and is a substantial minority investor in a private Brazilian
fintech business.
Stuart Davies, proposed Company Secretary
It is proposed to appoint Stuart Davies, 44, as Company
Secretary. Stuart is a UK qualified solicitor with extensive
international experience in corporate finance, M&A and funds
and has worked at Norton Rose, Hammonds and McDermott Will &
Emery. During the past eight years, he was in house legal counsel
and focused on the rapid digital business expansion of Ooredoo
Group (Qatar Telecom) with a focus on Europe, the Middle East and
South-East Asia.
The majority of the proposed senior management team's
remuneration will comprise out of the money equity incentives. As
such the collective interests of senior management will be entirely
aligned with that of shareholders.
The appointment of the New Board and the resignations of the
existing Directors will take effect following the completion of the
Directors' Share Transaction, the announcement of which will
include further information on the New Board pursuant to the AIM
Rules for Companies.
Indicative fundraising proposals
An immediate priority of the New Board will be to progress the
cash fundraising and associated issues of warrants as described
below, subject to shareholder approval of resolutions 5 and 6 at
the Company's Annual General Meeting convened for 5 January
2017.
It is envisaged that the proposed cash fundraising would
involve:
-- the issue of 10 million new shares at 30p per share to new
investors ("New Investors") to raise GBP3.0m before expenses,
combined with the issue of Warrants to the New Investors on a 1:1
basis exercisable at 80p per share and expiring 180 days after
issue; and
-- the issue to Mercom shareholders (on the register at 5pm on
the date of the Annual General Meeting) of bonus warrants on a 1:4
basis exercisable at 80p per share and expiring 180 days after
issue.
The New Board proposes to convene a General Meeting, to take
place as soon as possible after the Annual General Meeting, to
approve the following proposals:
-- the adoption of a new investing policy to invest in
established industry proven technology, media and internet
businesses; and
-- the change of the Company's name to Monchhichi PLC.
There can be no certainty that the fundraising proposals, as
revised, will be finalised and supported by proposed new investors.
In addition, the fundraising proposals are subject to shareholder
approval of resolutions 5 and 6 at the Company's Annual General
Meeting convened for 5 January 2017 and so there can be no
assurance that these resolutions will be approved. 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
MSCZMMZZZGDGVZZ
(END) Dow Jones Newswires
December 21, 2016 02:00 ET (07:00 GMT)
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