TIDMXPS RNS Number : 8593O eXpansys Plc 06 July 2010 Embargoed for release at 07.01 hours, 6 July 2010 eXpansys plc ("eXpansys" or the "Company") Proposed acquisitions and placing Re-admission to AIM Notice of General Meeting The Board of eXpansys is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Data Select Network Solutions Limited ("DSNS") and PJ Media Limited ("PJ Media") for a combined consideration of GBP38 million and the placing of 535,714,286 new ordinary shares at 5.6 pence per share to raise GBP30 million before expenses. An Admission Document containing details of these proposals is being posted to shareholders today and will be available on the Company's website: www.expansys.com. Highlights · The Acquisitions of DSNS and PJ Media are the first stage in the strategy to become a global online technology superstore and provide the Company with strong relationships with network operators enabling the Company to offer both SIM-only and connected handset propositions. · The total combined consideration for the Acquisitions of GBP38 million is to be satisfied by an aggregate cash payment of approximately GBP13.4 million and by the issue of up to 442,364,707 Consideration Shares to the relevant Vendors, together with an obligation to pay approximately GBP10.8 million of debt owed by DSNS. · In order to satisfy the cash component of the consideration for the Acquisitions and to enable the Company to implement its strategy, the Board is also proposing to raise GBP30 million (before expenses) by way of a Placing of 535,714,286 Ordinary Shares at 5.6 pence per share. · The Board has been strengthened by the appointment of Bob Wigley, currently Chairman of Yell Group plc and former Chairman of Merrill Lynch EMEA as Non-Executive Chairman and Peter Jones CBE as Non-Executive Deputy Chairman. · By reason of the size and relative value of DSNS in relation to eXpansys, the acquisition constitutes a reverse takeover under the AIM Rules for Companies and will, therefore, require the approval of Existing Shareholders at a General Meeting to be held at 11.00 a. m. on 23 July 2010. · The Company will apply for re-admission of the existing ordinary shares and admission of the Consideration Shares and Placing Shares to trading on the AIM market of the London Stock Exchange. It is expected that dealings will commence in the Enlarged Share Capital of the Company at 8 am on 26 July 2010. Related Party Transaction Peter Jones (a Director and substantial Shareholder) is a party to each of the Acquisition Agreements with the Company in his capacity as a shareholder of both DSNS and PJ Media. In addition, Stephen Vincent (a Director and has a beneficial interest in Ordinary Shares) is party to the PJ Media Acquisition Agreement as a result of his shareholding in PJ Media. He is also a director of, and has an interest in, DSNS. Each of the Acquisitions constitutes a related party transaction for the purposes of AIM Rule 13. The Independent Directors, having consulted with Cenkos, the Company's Nominated Adviser, consider the terms of the Acquisitions to be fair and reasonable in so far as Shareholders are concerned. Action to be Taken Whether or not they intend to be present at the General Meeting, Shareholders are requested to complete and return the Form of Proxy which accompanies the Admission Document which is being sent to Shareholders today as soon as possible and in any event so as to be received by the Company's registrars, Computershare Investor Services plc, not later than 11:00 a.m. on 21 July 2010. Completion and return of the Form of Proxy will not prevent Shareholders, from attending the General Meeting and voting in person should they wish to do so. Recommendation The Independent Directors, having consulted with Cenkos, consider the terms of the Acquisitions to be fair and reasonable in so far as Shareholders as a whole are concerned. The Directors, having consulted with Cenkos, consider the terms of the Placing to be in the best interests of the Company in so far as Shareholders as a whole are concerned. Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of Resolution 2, and the Directors unanimously recommend that Shareholders vote in favour of Resolutions 1, 3 and 4. Commenting on the Acquisitions, Anthony Catterson, CEO of eXpansys said: "This is a transformational moment for eXpansys. I am delighted that we have been able to attract such high calibre individuals onto the Board, and have also received the support of blue-chip institutions who have joined the share register. This deal opens up a number of significant strategic opportunities for the Company that we fully intend to exploit." For further information please contact: +-------------------------------+-------------------------------+ | eXpansys plc | Tel: +44 (0) 161 918 3499 | | Anthony Catterson, CEO | acatterson@expansys.com | | | | +-------------------------------+-------------------------------+ | Tim Eltze, COO and Company | Tel: +44 (0) 161 918 3473 | | Secretary | tim.eltze@expansys.com | +-------------------------------+-------------------------------+ | Cenkos Securities plc | Tel: +44 (0) 20 7397 8926 | | Stephen Keys/Camilla Hume | skeys@cenkos.com | | | | +-------------------------------+-------------------------------+ | M:Communications | Tel +44 (0)20 7920 2330 | | Nick Miles/Ben Simons | miles@mcomgroup.com | | | | +-------------------------------+-------------------------------+ | Investor relations website | www.expansys.plc.uk | +-------------------------------+-------------------------------+ About eXpansys eXpansys are a leading online global consumer electronics superstore, operating directly in 50 countries with a vast range of products, a focused approach to service and value for its customers, and a fundamental belief that technology can change peoples lives. Expected timetable of principal events: +------------------------------------------------+-------------------+ | Date of Admission Document | 6 July 2010 | +------------------------------------------------+-------------------+ | Dispatch of Admission Document | 6 July 2010 | +------------------------------------------------+-------------------+ | Latest time and date for receipt of Forms of | 11 a.m. on 21 | | Proxy for the General Meeting | July 2010 | +------------------------------------------------+-------------------+ | General Meeting | 11 a.m. on 23 | | | July 2010 | +------------------------------------------------+-------------------+ | Admission and commencement of dealings in | 8 a.m. on 26 July | | Ordinary Shares on AIM | 2010 | +------------------------------------------------+-------------------+ | Delivery of Ordinary Shares into CREST | 26 July 2010 | | accounts in uncertificated form | | +------------------------------------------------+-------------------+ | Dispatch of definitive share certificates | by 2 August 2010 | | (where appropriate) | | +------------------------------------------------+-------------------+ Definitions The same definitions apply throughout this announcement as are applied in the Admission Document. The Admission Document will be sent to shareholders today and is available on the Company's website: www.expansys.com Introduction The Company is pleased to announce that it has conditionally agreed, subject, inter alia, to Shareholder approval at the General Meeting, to acquire the entire issued share capital of DSNS and PJ Media. DSNS is a privately owned, profitable UK based company focused on the sale of network airtime solutions, whilst PJ Media is a profitable company providing e commerce and web publishing solutions to a variety of corporate businesses. Following the Acquisitions, the Directors intend to capitalise upon the prospective opportunities available to the Enlarged Group and aim to develop the Enlarged Group into an international on-line consumer technology superstore. The total combined consideration for the Acquisitions is approximately GBP38 million to be satisfied by an aggregate cash payment of approximately GBP13.4 million and by the issue of up to 442,364,707 Consideration Shares to the relevant Vendors, together with an obligation to pay approximately GBP 10.8 million of debt owed by DSNS. In order to satisfy the cash component of the consideration for the Acquisitions and to enable the Company to implement its strategy, the Board is proposing to raise GBP30 million (approximately GBP28 million net of expenses) by way of a Placing of 535,714,286 Ordinary Shares at 5.6 pence per share. The acquisition of DSNS constitutes a reverse takeover under the AIM Rules by virtue of the size of the transaction and is, therefore, subject to the approval of the (MORE TO FOLLOW) Dow Jones Newswires July 06, 2010 02:02 ET (06:02 GMT)