AIM Schedule 1 - Longships Plc (9604K)
August 05 2013 - 7:06AM
UK Regulatory
TIDMLONG
RNS Number : 9604K
AIM
05 August 2013
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Longships Plc to be renamed Proxama Plc ("Longships" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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Registered office and trading address:
15 Whitehall
London
SW1A 2DD
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COUNTRY OF INCORPORATION:
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UK
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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www.longshipsplc.com
Proxama will be launching a new AIM Rule 26 compliant website
prior to re-admission.
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Longships has entered into conditional contracts for the acquisition
of the entire issued and to be issued share capital of Proxama
Limited ("Proxama"), through the issue of 365,353,532 new Ordinary
Shares at an issue price of 4 pence per new Ordinary Share,
which constitutes a reverse takeover under Rule 14 of the AIM
Rules for Companies.
Longships was incorporated on 20 December 2007 and its Ordinary
Shares admitted to trading on AIM on 21 April 2008 as an investing
company for the purpose of, inter alia, investing in strategic
and special situations. Because of the expertise and commercial
experience of the Board, Longships initially focused primarily
on companies operating in the natural resources sector.
On 27 July 2012, Shareholders approved an investment of GBP2.3
million in Praetorian Resources Limited ("Praetorian"), a Guernsey
incorporated natural resources focused investing company several
times larger than Longships. The shares in Praetorian acquired
by the Company were subsequently returned to Shareholders by
way of a capital reduction, details of which were set out in
a circular to shareholders dated 9 July 2012. The investment
in Praetorian and subsequent return of capital left the Company
with approximately GBP550,000 of cash. The Company resolved
to maintain its listing on AIM and continue its existing investing
policy. Since 27 July 2012, the Board has continued to investigate
new opportunities to effect a transaction in accordance with
that investment strategy.
Whilst Longships had previously been focusing its search for
an acquisition opportunity in the natural resources sector,
the Board acknowledged the difficulty currently faced by natural
resource companies in raising follow-on funding. As a result,
the Directors started to consider opportunities in other sectors
and in April 2013, the Board was introduced to Proxama, a company
that develops near field communications products and services
for global blue-chip clients. The Directors have been impressed
by the business potential of Proxama and believe that, by acquiring
Proxama, Shareholders will get exposure to the rapidly expanding
field of m-commerce.
Proxama is a Near Field Communication ("NFC") m-commerce company
whose stated vision is to connect the physical and digital
worlds through enabling consumers to manage their bank accounts
and credit cards, pay for goods and services, participate in
and benefit from loyalty programmes and access information
and marketing material through their mobile phones.
NFC is already widespread with train tickets (such as the London
based Oyster Card), access to buildings and increasingly cashless
payments all enabled using NFC technology. Proxama is seeking
to integrate these and other types of services within a mobile
phone. Its technology, products and platforms enable consumers
to launch secure mobile wallets, connect with brands, receive
promotional offers and make contactless payments through simply
tapping their NFC mobile phone on a card reader or other physical
media.
Proxama uses its expertise to develop NFC solutions for its
customers, currently on a fee for service basis, in two key
areas:
1. mobile proximity marketing; and
2. secure mobile contactless payments.
Proxama has also executed over 400 proximity marketing campaigns
globally, including an award-winning NFC marketing campaign
for Nokia and VOX cinemas, the first UK NFC outdoor media campaign
for the launch of the X-Men: First Class movie and the UK's
first NFC consumer marketing campaign with Orange and EAT.
As of the date of this announcement, Proxama has 56 full time
employees, mainly based at its Norwich offices, with a small
team based in London and a representative office in New York,
where two part time sub-contractors are based. Of these employees,
between 35 and 40 at any time are employed as software engineers
whose job is to work on research and development projects,
create new software and products and customise existing products
to meet customer specific requirements.
The remainder of Proxama's employees are divided among the
management team, the sales team and the dedicated Client Services
team. The Client Services team is comprised of 8 employees
based in Norwich who are focused solely on delivering Proxama's
various marketing campaigns using the standard features of
the core technology platform and who are in daily contact with
the brands and media facing customers with which Proxama is
currently working.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
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465,233,632 Ordinary Shares of one pence each which are to
be issued at four pence per share
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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CAPITAL TO BE RAISED ON ADMISSION: N/A
MARKET CAPITALISATION ON ADMISSION: GBP18,609,345.28
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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57.15%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
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N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
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The Board of the Company currently comprises Malcolm Burne
and Nathan Steinberg, both of whom will resign from the Board
on Completion and the proposed directors, listed below, will
join the Board at that time.
Following Completion, the Board will be made up of three executive
directors and two non-executive directors, of whom only David
Bailey, the proposed Chairman of the Company, is considered
to be an independent non-executive director. It is the intention
of the Proposed Directors to appoint at least one additional
independent non-executive director after the re-admission of
the Company's shares on AIM ("Re-admission"). Details of the
Proposed Directors are set out below:
David Bailey, aged 64 - Proposed Chairman.
Dr Neil Garner, aged 41 - Proposed Chief Executive Officer.
Miles Quitmann, aged 49 - Proposed Managing Director.
Coen van Breda, aged 46 - Proposed Chief Financial Officer.
Gavin Breeze, aged 52 - Proposed Non-executive Director.
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
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Shareholder Percentage of existing Percentage of Enlarged
Ordinary Shares before Share Capital immediately
Admission following Re-Admission
------------------------ ------------------------ ---------------------------
David Bailey 3.00 1.29
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Neil Garner - 25.74
------------------------ ------------------------ ---------------------------
Miles Quitmann - 3.03
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Gavin Breeze* 10.46 27.08
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Malcolm Burne 6.55 1.41
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Nathan Steinberg** 1.88 0.40
------------------------ ------------------------ ---------------------------
Richard Lockwood 8.51 1.83
------------------------ ------------------------ ---------------------------
Charles Cannon-Brookes 3.03 0.64
------------------------ ------------------------ ---------------------------
Ashley Head 3.00 0.64
------------------------ ------------------------ ---------------------------
MyBusinessFD - 4.34
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Sarah Du Heaume - 4.55
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* held either in his own name or through White Angle
** held through MyBusinesFD
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
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(i) Anticipated accounting reference date: 31 December
(ii) Date to which the main financial information in the admission
document has been prepared: Audited annual report and accounts
for the three financial years ended 31 December 2012
(iii) 30 September 2013 (half-yearly report for the six months
ended 30 June 2013)
30 June 2014 (annual report for the year ended 31 December
2013)
30 September 2014 (half-yearly report for the six months ended
30 June 2014)
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EXPECTED ADMISSION DATE:
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23 August 2013
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Grant Thornton UK LLP
30 Finsbury Square
London
EC2P 2YU
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NAME AND ADDRESS OF BROKER:
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SI Capital Limited
1 High Street
Godalming
Surrey
GU7 1AZ
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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The Admission Document, which was posted on 26 July 2013, contains
full details about the applicant and the re-admission of its
securities will be available to the public free of charge from
Grant Thornton UK LLP, 30 Finsbury Square London, EC2P 2YU
until the date which is one month following the date or re-admission.
It is also available on the Company's website www.longshipsplc.com
The Admission Document will also be available for inspection
at the General Meeting which is to take place 11.00am on 22
August 2013 at the offices of Grant Thornton UK LLP, 30 Finsbury
Square London, EC2P 2YU.
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DATE OF NOTIFICATION:
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5 August 2013
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NEW/ UPDATE:
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NEW
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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