RE: Pinnacle Telecoms6 Oct 2011 09:11
[PINN]Creates £500,000 unsecured convertible loan notes ("Loan Notes") in units of £2,000, of which Loan Notes of a nominal value of £18,000 were issued today (the "Commencement Date") in part, for the acquisition of Online Computer Developments Ltd. The Loan Notes, which are not transferable, may be redeemed (in whole or in part) by the Company, at its sole discretion, at any time. The Loan Notes will become repayable on demand in the event of specified default by the Company. The Loan Notes are convertible into Ordinary Shares by the Company at any time following the second anniversary of the Commencement Date, or by the holders of the Loan Notes at any time following the period of thirty days following the second anniversary of the Commencement Date. The conversion price in each case will be a discount of 15% to the mid-market price per Ordinary Share as at close of business on the date five days after service of the relative conversion notice, subject to a minimum of nominal value. The Ordinary Shares to be so issued will rank pari passu in all respects with the existing Ordinary Shares in issue. Interest will accrue on the Loan Notes, at 10 per cent per annum, from the Commencement Date to the earlier of the date of redemption and the date of conversion. Interest will accrue from day to day on the aggregate principal amount of the Loan Notes outstanding from time to time and is payable monthly in arrears. Commenting today Alan J Bonner, Chief Executive of Pinnacle Telecom Group plc, said: "It is intended that the creation of £500,000 of unsecured convertible loan notes will be used in part for acquisitions and to fund the company's drive to build a business of scale." Acquired the entire share capital of Online Computer Developments Ltd ("OCD"), a provider of IT solutions to the SME and mid-market, through its subsidiary Pinnacle Cloud Solutions Ltd ("Pinnacle").
Summary
Acquisition of Online Computer Developments Ltd for a total consideration of up to £110,000.
Consideration satisfied by a combination of cash, convertible loan note and deferred consideration shares at 0.57p.
Well-established business, formed in 1994.
The acquisition of OCD forms a key part of Pinnacle's strategy to build out its IT capability - enabling faster delivery of its cloud services proposition.
OCD's customer base complements that of Pinnacle and further strengthens its presence in the Scottish SME market.
Strong cross-selling opportunities exist across the combined businesses.
The transaction of up to £110,000 is based in part on an earn-out, and is summarised as follows:
1. Initial Consideration: At completion, the initial consideration of £2,000 satisfied in cash.
2. Convertible consideration: At completion, the issue of a two-year convertible loan note for the value of £18,000 of ordinary shares of Pinnacle Telecom Group plc.
3. Deferred consideration: A deferred consideration calculated in accordance with certain growth performance earn-out provisions for the year ending 30th September 2012, contained in the acquisition agreement, allows the vendors additional consideration of £90,000 of Pinnacle Telecom Group plc Ordinary Shares.
4. The deferred consideration will be satisfied by the issue to the Vendors: of 15,789,474 Ordinary Shares of Pinnacle Telecom Group plc at a price per share equal to .57p, credited as fully paid and ranking pari passu with the ordinary shares in existence at completion of the acquisition. Any shares issued pursuant to the Deferred Consideration may not be sold within 24 months of those shares being issued to the seller.