ARTA.L Regulatory News (ARTA)

11 Sep 2006 08:31

Future Internet Technologies PLC11 September 2006 11 September 2006 Future Internet Technologies plc Asset disposal, Board changes and update on corporate developments Future Internet Technologies plc ('FIT', the 'Company' or the 'Group') todayannounces an asset disposal, Board changes and provides an update on corporatedevelopments. Resignation of Robert Bonnier Robert Bonnier has resigned as Chief Executive and director of FIT and has leftthe Company. Paul Gratton, Executive Chairman of FIT, has assumed the role ofacting Chief Executive. Sale of certain of FIT's assets relating to a potential consumer offering toFlasktent Limited The Board of FIT has agreed the sale to Flasktent Limited ('Flasktent'), acompany ultimately controlled by Mr Bonnier, of certain of the Group'sintellectual property and physical assets pertaining to a potential consumeroffering and the rights related thereto (the 'Assets'). As Mr Bonnier was a Director of FIT within the last twelve months, thetransaction constitutes a Related Party Transaction under the AIM Rules. TheDirectors of FIT, having consulted with its nominated adviser Deloitte CorporateFinance, consider that the terms of the transaction are fair and reasonableinsofar as its shareholders are concerned. Transaction details Pursuant to the transaction, Mr Bonnier will acquire the Assets which have yetto become revenue generating and have a capitalised value of approximately £1.3million. In consideration for the Assets, Flasktent will assume approximately£3.0 million of existing FIT obligations of which £1.2 million are currentlydue. FIT may also receive up to £15 million of deferred consideration, which iscontingent upon a realisation of equity in Flasktent for value within threeyears of the transaction date. Certain personnel will also transfer from FIT toFlasktent. FIT has agreed to make a further payment in respect of thedevelopment costs of Flasktent's proposition, the net effect to the Group beingapproximately £0.1 million. Flasktent will assume the future commitmentsrelating to the Assets thus removing any further obligations from the Company. Mr Bonnier has agreed to the exercise of 5 million of his 12 pence warrants intoOrdinary Shares the consideration being foregoing all claims and rights toexpenses owing by the Company. Flasktent and FIT have agreed various commercial arrangements for futurebusiness opportunities between the two companies. Resignation of John Morley and intended appointment of Tom Casaer asnon-Executive Director John Morley has resigned as non-Executive Director of FIT and leaves the Companywith immediate effect. It is proposed that Tom Casaer (38) will shortly beappointed to the Board as a non-Executive Director. Tom has 15 years' experiencein Business Development and Sales & Marketing in the IT & Communications sector,most recently as channel manager for 'Software as a Service', where he managedhoster relationships in the Communications Sector group at Microsoft EMEA.Before joining Microsoft in 2000, he held various management positions at HiltiAG until 1996; started up the European launch of Firstmark Communications Inc.in 1998 and founded an Applications Service Provider, Intellimus.com, in 1999. Placing Although the Company announced a placing on 7 March 2006, this was postponedpending the resolution of certain regulatory requirements. Subsequently,following the appointment of Paul Gratton and Tony Lynch to the Board and inlight of the developments outlined above to dispose of the Assets, the Board hasdecided that it will re-assess the level of any placing prior to or at the timethat it effects the transactions outlined below. Ongoing strategy As a result of the disposal of the Assets, FIT will no longer pursue thecreation of a consumer branded "Unified Communication Service" as announced on 7March 2006. Instead, the Company will focus upon opportunities in the B2B andB2B2C communication sector based on completion of the transactions outlinedbelow. Proposed strategic transaction with Advance Global Communications The Board of FIT is progressing discussions with Advance Global Communications('AGC'), the sole shareholder in Advanced Global Communications, Inc. ('AGC,Inc.'), in relation to FIT acquiring 100% of the issued share capital of AGC,Inc. in consideration for the issue to AGC of FIT ordinary shares. The preciseterms of any such transaction are subject to finalisation. The proposed transaction is likely to constitute a reverse takeover under theAIM Rules and accordingly will require shareholder approval and a dispensationfrom Rule 9 of the Takeover Code in favour of the current shareholders of AGC. AGC, Inc. is a major international VoIP wholesale carrier, established in Dallasin 2001. It offers network connectivity to 196 countries and serves a customerbase of over 200 major international carriers and calling card companies.During 2005, AGC, Inc. generated 1.2 billion billable VoIP minutes through itsnetwork of clients including AT&T, Global Crossing, Qwest, IDT and many othermajor telecom operators. Acquisition of the remaining share capital in Artilium NV Concurrent with the proposed transaction with AGC detailed above, the Board ofFIT is progressing the completion of the exercise of its options to acquire theremaining issued share capital in Artilium NV ('Artilium') and its associatedcompany, Aquanta Communications NV. FIT currently owns 49% of the issued share capital of Artilium which wasestablished in Belgium in 2000. Artilium is focused on the emerging market ofproviding Shared Service Delivery Platforms ('SSDP') services for telecoms andInternet Service Providers. It supplies hardware and software as well asconsultancy services. It has considerable experience in this area and inconjunction with its partnership network has already established installationsin more than 10 countries across Europe. Update on suspension of shares in FIT As announced on 16 March 2006, trading in FIT's shares was suspended at theCompany's request pending the posting of a circular to shareholders providingfurther detail on the transactions with AGC and Artilium. The Company has beenin continual consultation with AIM concerning a possible extension to theapplication of Rule 41 of the AIM Rules which would otherwise result in theCompany's listing being terminated on 16 September 2006 due to the currentsuspension having continued for more than a six month period. It has been agreedwith AIM that the Company's shares will remain suspended pending the publicationof such a circular, which is now envisaged to be on or around 15 December 2006. The Board of FIT will update shareholders on the matters outlined above in duecourse. Paul Gratton, Executive Chairman of FIT, commented: "We welcome the opportunity to finalise investments in two such excellententities as AGC and Artilium. We are confident that if the transactions aresuccessfully concluded, the proposed strategy of the enlarged entity will havethe potential to create a compelling offering, thereby delivering significantvalue to our shareholders. We will be delighted to welcome someone of Tom'scalibre to the Board and believe his entrepreneurial background combined withhis significant experience in the IT sector will be of great value to theCompany. Finally, the Board of FIT wishes Robert and John every continuedsuccess." Enquiries: Future Internet Technologies via Financial DynamicsPaul Gratton, Executive Chairman and acting Chief ExecutiveTony Lynch, Finance Director Financial Dynamics Tel: 020 7831 3113Harriet Keen/James Melville-Ross This information is provided by RNS The company news service from the London Stock Exchange