TIDMTSEG
RNS Number : 6398W
TSE Group PLC
23 November 2010
TSE Group plc
Refocus of Strategy, Change of Name, Board Changes, Amendment to
the Articles of Association and a Placing to raise GBP2.75
million
The Board is pleased to announce:
-- A refocusing of the Company's strategy to one of building an
international communications and marketing business;
-- The appointment of a new Chief Executive Office;
-- A placing to raise GBP2.75 million gross;
-- Change of name to Porta Communications plc;
-- The potential disposal of the entire issued share capital of
TSE Consulting SA; and
-- The resignation of Lars Haue-Pederson and the proposed
retirement of Robin Courage.
It is intended that a General Meeting will be held on Friday
17th December and that Admission and commencement of dealings will
take place on Monday 20th December.
Adam Reynolds, Chairman, commenting on the proposals stated:
"Upon Admission, David Wright will be appointed to the Board as
CEO and through his experience, expertise and contact base, we
intend to build an international communications and marketing
business. David has substantial knowledge of this sector as he was
the founder of Citigate and subsequently became the CEO of Incepta
Plc. Porta Communications plc will act as a holding company with
individual divisions within which it is intended that the following
services will be provided: Public Relations (initially financial,
corporate and public affairs); advertising and related services
(including media buying and media bartering); and market
research."
For further information please contact:
TSE Group plc Tel: +44(0)207 2451100
Adam Reynolds
Paul Foulger
Zeus Capital Tel: +44(0)161 8311512
Ross Andrews
Below are extracts from the Circular which is being sent to
shareholders today. The full Circular is available on the Company's
website: www.tsegroupplc.com
Definitions used in this announcement are those used in the
Circular to Shareholders.
Introduction
On 29 September 2010, the Board announced that it was reviewing
the trading position of the Company and reiterated that it was
continuing to talk to a number of sports related businesses which
might acquire or merge with TSE Consulting SA, its sole trading
subsidiary.
As a result of this review the Board today announces a
refocusing of the Company's strategy from that of an international
sports consultancy business, to one of building an international
communications and marketing business and the proposed appointment
of David Wright as Chief Executive Officer, upon Admission.
Further, the Board announces a placing to raise approximately
GBP2.75 million, before expenses, by means of the issue of
2,750,000,000 Ordinary Shares at 0.1 p per share. The net proceeds
of the Placing will be used to facilitate the Company's proposed
refocus of strategy and for working capital.
The Board remains in discussions to dispose of the entire issued
share capital of TSE Consulting SA, its sole trading subsidiary and
will keep Shareholders notified of discussions. Under the AIM
Rules, the proposed disposal of TSE Consulting SA would represent a
fundamental change to the business of the Company and would be
subject to the prior approval of Shareholders. However, there is no
guarantee that such discussions will lead to s sale.
To reflect this refocus in strategy the Board are also proposing
to change the Company's name to Porta Communications plc.
Lars Haue-Pedersen resigned from the Board on 22 November 2010,
but remains as managing director of TSE Consulting and upon
Admission, Robin Courage will retire as a Director.
Refocus of Strategy
The Directors and Proposed Director believe that there is an
opportunity by using the expertise and contact base of David Wright
and the other Directors, to build an international communications
and marketing business where there is clear synergy between the
services offered, with the objective of maximising Shareholder
value.
David Wright was the founder of Citigate, one of the leading
public relations companies within the UK and in 1997 reversed
Citigate into Incepta Plc, becoming Chief Executive and
subsequently Chairman. In 2005 Incepta Plc merged with Huntsworth
Plc, creating a group with an aggregated market capitalisation of
GBP195m.
The Company will act as a holding company with individual
divisions within which it is intended that the following services
will be provided: public relations (initially financial, corporate
and public affairs); advertising and related services (including
media buying and media bartering); and market research.
It is proposed that this will be undertaken through the
recruitment of:
(a) a team of proven, key public relations executives from
within the industry (who are committed to the Board's and Proposed
Director's vision) over the next 6 to 12 months;
(b) key executives to build the advertising and market research
divisions following the initial move into public relations; and
(c) an acquisition programme focussed on companies where there
is clear synergy and a shared energy to build a fast growing
international group.
Board Changes and Appointment of Consultant
Board Changes
Upon Admission, David Wright will join the Board of TSE plc as
Chief Executive Officer. At the same time Robin Courage will retire
from the Board; Lars Haue-Pedersen resigned from the Board on 22
November 2010, but remains managing director of TSE Consulting
SA.
David Wright
David's service agreement with the Company is conditional upon
Admission and is terminable on 12 months' notice by either party.
David will be appointed Chief Executive Officer and will receive an
annual salary of GBP100,000 and will be entitled to annual
performance-related discretionary bonus to be determined by the
remuneration committee. Separately, David will also be issued with
150,000,000 Ordinary shares, in settlement of fees due under a
consultancy arrangement, shortly after Admission at the Placing
Price. These Ordinary Shares will be held in an escrow account and
will revert back to the Company if David's service contract is
terminated within 24 months of its commencement date.
David began his career as a journalist and left the Financial
Times in 1978 to start a new career in Financial Public Relations.
He became Chief Executive of Streets Financial Strategy from 1986
to 1988, before establishing Citigate in late 1988. In 1997,
Citigate reversed into Incepta Plc and David became Chief Executive
of the enlarged group, later becoming Chairman. In October 2003
David left Incepta Plc to become a Non-Executive Director of
Bartercard. In March 2005, Incepta Plc was merged with Huntsworth
Plc in a transaction worth GBP195 million with Incepta shareholders
holding approximately 67 per cent. of the enlarged business.
Further details in relation to David Wright, as required by the
AIM Rules, are set out below: David Ernest Wright, aged 66, has
held the following directorships within the last five years:
Current
Battersea Ironsides Sports Club Limited Matham Investments
Limited Falcon Sales Limited
Former
Bartercard Exchange Limited Universal Storage Logistics
Limited
Platinum Pet Products Limited Bartercard Limited
Bartercard UK Limited BWP Consultants Limited
David Wright was a Director of Molecob Limited when it was
placed into creditors' voluntary liquidation on 8 June 2010.
There are no further disclosures to be made in accordance with
schedule 2(g) of the AIM Rules.
Richard Feigen, Consultant
Richard, between 1999 and earlier this year, was the managing
director of Seymour Pierce Limited. Under his leadership the
company became one of the leading nominated advisors and brokers on
AIM. Richard achieved number 1 position in Growth Company Investor
Magazine's list of Movers and Shakers in December 2009. He is an
experienced corporate financier in the small and mid company market
and has advised many media businesses throughout his career.
Richard is a partner of Hub Capital Partners Limited, through which
he will, in the new year, be advising the Board on identifying and
formulating the refocusing of the Company's plans and growth going
forward.
Change of Name
To reflect the refocus in strategy it is proposed to change the
name of the Company to Porta Communications plc following the
General Meeting. Following the change of name the Company will
issue new share certificates to those Shareholders not holding
shares in uncertificated form. Following the issue of the new share
certificates, share certificates in respect of existing Ordinary
Shares will no longer be valid. Shareholders will still be able to
trade in Ordinary Shares during the period between the passing of
the Resolutions and the date on which Shareholders receive new
share certificates
Placing and use of the Placing proceeds
The Company is proposing to raise approximately GBP2.75 million,
before expenses, through the placing of 2.75 billion Ordinary
Shares at the Placing Price. The Placing Shares will represent
approximately 77.26 per cent. of the enlarged issued share capital
immediately after Admission. The net proceeds of the Placing will
be used to fund the refocused strategy of the Company and working
capital.
The Company has procured placees for the Placing and the Placing
has not been underwritten. Zeus Capital will not receive any
commissions on the proceeds of the Placing but will receive a
corporate finance advisory fee.
At the close of business on 22 November 2010, being the latest
practicable date prior to the publication of this document, the
middle market price of an Ordinary Share was 0.14p per share.
Although the Placing Price represents a discount of 28.57 per
cent. to the middle market price per Ordinary Share the Board,
after careful consideration, decided not to offer the Placing to
all Shareholders but make it on a non pre-emptive basis. The main
reasons were that the time and costs associated with a pre-emptive
offer resulting from the introduction of the EU Prospectus Rules
(which came into force on 1 July 2005) are considered by the
Directors to be excessive. The making of a pre-emptive offer would
require the production of a prospectus which would have to comply
with the Prospectus Rules and be pre-vetted and approved by the
FSA.
Adam Reynolds and Paul Foulger are interested in 58,441,296
Ordinary Shares (representing 1.64 per cent. of the Enlarged Issued
Share Capital) and 58,461,295 Ordinary Shares (representing 1.64
per cent. of the Enlarged Issued Share Capital) respectively.
Adam Reynolds and Paul Foulger, both Directors, are also each
interested in 50 per cent. of the issued share capital of Wilton
International Marketing Limited ("Wilton"). Wilton is subscribing
for 200 million Placing Shares at the Placing Price. After the
Placing, Wilton will be interested in 200 million Ordinary Shares,
representing approximately 5.62 per cent. of the Enlarged Issued
Share Capital.
Brian Blasdale is subscribing for 50 million Ordinary Shares at
the Placing Price. After the Placing he will be interested in
58,333,333 Ordinary Shares representing 1.63 per cent. of the
Enlarged Issued Share Capital.
The participation of Adam Reynolds, Paul Foulger and Brian
Blasdale in the Pacing is deemed under the AIM Rules to constitute
a related party transaction. The independent Director of the
Company, Robin Courage considers, having consulted with Zeus
Capital, the Company's Nominated Adviser, that the terms of the
transaction are fair and reasonable insofar as Shareholders are
concerned.
The Placing is conditional on, inter alia, Admission of the
Placing Shares to trading on AIM. The Placing Shares will, upon
allotment, rank pari passu in all respects with the Ordinary
Shares.
Amendment to Articles
The Articles refer to the authorised share capital iof teh
Company. Pursuant to the Act, a company is no longer required to
have an authorised share capital and it is proposed to remove this
limit.
General Meeting
At the General Meeting which will be held at 10.00 a.m. on 17
December 2010 resolutions will be proposed to:
(i) approve the refocus of strategy;
(ii) authorise the Directors to allot (or grant rights over) the
Placing Shares and up to GBP500,000 nominal value of Ordinary
Shares pursuant to section 551 of the Act;
(iii) disapply the statutory pre-emption provisions contained in
section 561 of the Act to enable the Directors in certain
circumstances to allot Ordinary Shares for cash other than pro rata
to Shareholders;
(iv) approve the proposed Change of Name; and
(v) amend the Articles of Association.
KEY STATISTICS
Existing Issued Share Capital
Current number of Ordinary Shares in issue 809,600,000
Current number of deferred shares of 0.9p each in issue
72,000,000
Deferred Consideration Shares 16,000,000
Placing
Number of Placing Shares 2,750,000,000
Gross proceeds of the Placing GBP2.75 million
Enlarged Issued Share Capital
Number of Ordinary Shares in issue immediately following
Admission* 3 575,600,000
Number of deferred shares of 0.9p each in issue immediately
following Admission 72,000,000
Market capitalisation of the Group at the Placing Price
immediately
following Admission* GBP3.56 million
*This does not include 150 million Ordinary Shares to be issued
to David Wright in lieu of fees under the terms of a Consultancy
Agreement referred to above.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2010
Dispatch of this document 23 November
Latest date and time for receipt of Forms of Proxy 10.00 a.m. on
15 December
General Meeting 10.00 a.m. on 17 December
Change of Name becoming effective 20 December
Admission and commencement of dealings in the Placing Shares
8.00 a.m. on 20 December
End
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELIFEELALVFII
TSE Group (LSE:TSEG)
Historical Stock Chart
From Nov 2024 to Dec 2024
TSE Group (LSE:TSEG)
Historical Stock Chart
From Dec 2023 to Dec 2024
