TIDMMES
RNS Number : 5810S
Messaging International Plc
23 November 2011
Messaging International Plc
('Messaging International' or 'the Company')
Proposed Capital Cancellation
Proposed Share Buy-Back
Proposed Grant of an Option
and
Notice of General Meeting
Messaging International, the AIM traded provider of innovative
messaging services, announces that it has today entered into the
Buyback Agreement with Pacific Continental Securities (UK) Limited
(in Liquidation) ("Pacific") pursuant to which the Company is to
acquire the 80,007,853 Ordinary Shares registered in the name of
Pacific ("the Buyback Shares") from Pacific at a price of
approximately 0.15936 pence per Buyback Share ("the Buyback").
In order for the Company to be able to effect the Buyback it is
necessary to carry out the cancellation of the share premium
account of the Company ("the Capital Cancellation") in order to
create the necessary distributable reserves from which the Buyback
Shares can then be purchased.
The acquisition of the Buyback Shares is conditional upon, inter
alia, (a) the passing of the Resolutions at a general meeting of
the Company; (b) the approval by the Court of the proposed Capital
Cancellation and upon the Capital Cancellation becoming effective
in accordance with the Companies Act 2006 (the "Act"); and (c) the
Company having sufficient distributable reserves to then effect the
Buyback in accordance with the Act and the terms of the Court order
approving the Capital Cancellation. The Company intends to make an
application to the Court to approve the Capital Cancellation on or
around 15 January 2012 provided that the Resolutions have been
passed at the General Meeting. If the Court approves the Capital
Cancellation, it is expected that the Company will complete the
Buyback on or about 15 February 2012.
The purchase of the Buyback Shares by the Company and their
subsequent cancellation will reduce the number of Ordinary Shares
in issue from 235,880,000 to 155,872,147; being equivalent to a
reduction of approximately 33.92%. This will benefit Shareholders
because they will hold a larger ownership stake in the remaining
Ordinary Shares of the Company.
Pacific, the Company's largest shareholder with an interest in
80,007,853 Ordinary Shares, was put into administration in 2007.
The administration of Pacific occurred following the FSA's forced
closure of Pacific in 2007 as a result of various activities which
had been undertaken during previous years by Pacific. Pacific
subsequently entered into creditors' voluntary liquidation on 21
March 2008. The current liquidators of Pacific are Anthony Spicer
and Vivienne Oliver ("the Liquidators"). Following negotiations
between the Liquidators and the Directors, agreement was reached
for Pacific to sell the Buyback Shares to the Company for
consideration of GBP127,500 at a price of approximately 0.15936
pence per share to be satisfied in cash. In addition, it was agreed
that the Company would grant to Pacific an option, exercisable in
whole or in part, to subscribe up to 10,000,000 new Ordinary Shares
at 0.5 pence per share("the Option").
The Directors have examined a number of ways in which the
Buyback Shares could be acquired from Pacific and believe that the
Capital Cancellation and Buyback is the most appropriate manner in
which to achieve the sale of the Buyback Shares and that the
Capital Cancellation, the Buyback and the grant of the Option are
in the best interests of the Shareholders as a whole. The Capital
Cancellation and the Buyback are both conditional on, inter alia,
the passing of the Resolutions at the General Meeting.
Accordingly, the Directors have convened the General Meeting at
which Shareholders will consider, and if thought fit, approve,
inter alia, the Capital Cancellation and the Buyback. Notice of the
General Meeting, which is convened for 10.00 a.m. on 16 December
2011, is set out in a circular to Shareholders which is being sent
to Shareholders today and is available on the Company's website
(www.telemessage.com) (the "Circular").
Under AIM Rule 13 the Buyback and the grant of the Option to
Pacific (which is a substantial shareholder within the meaning of
the AIM Rules) is a related party transaction. The Directors
consider, having consulted with Seymour Pierce Limited, that the
terms of the Buyback and the grant of the Option to Pacific are
fair and reasonable insofar as the Shareholders are concerned.
The Company has received an irrevocable undertaking to vote in
favour of the Resolutions from Reverse Take-Over Investments Plc,
which has a beneficial interest in 23,000,000 Ordinary Shares
representing approximately 9.75 per cent. of the Issued Share
Capital, from Nir Elperin, who has a beneficial interest in 333,334
Ordinary Shares representing approximately 0.14 per cent. of the
Issued Share Capital, from Gil Shapira, who has a beneficial
interest in 4,387,608 Ordinary Shares representing approximately
1.86 per cent. of the Issued Share Capital and from Arba Finance
Company Limited, which has a beneficial interest in 3,088,683
Ordinary Shares representing approximately 1.31 per cent. of the
Issued Share Capital.
In addition, the Directors have also undertaken to vote in
favour of the Resolutions in respect of their aggregate beneficial
holdings of 74,284,396 Ordinary Shares representing approximately
31.49 per cent. of the Issued Share Capital.
In aggregate, irrevocable undertakings to vote in favour of the
Resolutions have been received by the Company in respect of
105,094,021 Ordinary Shares representing approximately 44.55 per
cent. of the Issued Share Capital.
Pacific has undertaken not to vote on any of the Resolutions as
under the Act it is not permitted to vote on Resolution 2, which is
the Resolution proposed to approve the Buyback.
Terms defined in the Circular shall have the same meaning in
this announcement.
**ENDS**
For further information visit www.telemessage.com or
contact:
Guy Levit Messaging International Tel: + 972 3 9225252
Plc
Mark Percy Seymour Pierce Limited Tel: +44 (0) 20 7107
8000
Catherine Leftley Seymour Pierce Limited Tel: +44 (0) 20 7107
8000
Elisabeth Cowell St Brides Media & Finance Tel: +44 (0) 20 7236
Ltd 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
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