CDOG.L Regulatory News (CDOG)

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

16 August 2016

CDialogues plc

("CDialogues", the "Company" or the "Group")

Proposed sale of Telilea Limited

Proposed Cancellation of Admission to trading on AIM

and

Notice of General Meeting

Further to the announcement made on 17 June 2016, CDialogues plc (AIM: CDOG) announces that the Company has entered into a conditional sale and purchase agreement with Numbase Group Limited the holding company of Numbase Limited ("Numbase"), the Company's principal customer, for the disposal of all the Company's shares in Telilea Limited (the "Disposal").

Telilea Limited is a trading subsidiary of the Group and is the holding company for the Group's other subsidiaries. Completion of the Disposal will require the approval of Shareholders in accordance with the requirements of the AIM Rules.

Following completion of the Disposal, the Company will no longer have any trading operations and the Directors will seek to determine the best method to return the net cash resources of the Company resulting from the Disposal to Shareholders. Following, or as part of, any such distribution to the Shareholders, the Directors propose to engage a liquidator to carry out a members' voluntary liquidation of the Company ("MVL").

Telilea Limited has been purchased by Numbase Group Limited for a price of €840,000 on a cash free, debt free basis. Prior to completion of the Disposal, Telilea Limited will distribute up to €2,896,120 of excess cash to the Company.

On the basis of the a number of assumptions, which are detailed below, the Company is expected to have sufficient cash resources to make total distributions to Shareholders of up to approximately €3.90 million in aggregate, equivalent to approximately €0.62 per Ordinary Share (or approximately £0.54 per Ordinary Share) on a Fully Diluted Basis following completion of the Disposal (assuming an exchange rate of £1.00/€1.16). The estimated level of total distributions and timing of distributions is provided for guidance purposes only. It is emphasised that the ability of the Company to make the estimated level of distributions and the timing of such return is not currently known with certainty, and will be subject to factors outside of the control of the Board, certain of which are detailed below.

Given that a liquidation of the Company via an MVL is proposed after completion of the Disposal, the Directors, having considered the guidance to the AIM Rules that is relevant to companies in the situation that will apply to the Company following completion of the Disposal, have also concluded that the admission of the Ordinary Shares to trading on AIM should be cancelled ("Cancellation").

A General Meeting of the Company is to be convened to be held at 10 a.m. on 2 September 2016. At the General Meeting, resolutions seeking approval for the Disposal and the Cancellation will be proposed.

Further details of the proposals can be found in a circular which is due to be posted to Shareholders today, extracts of which can be found below.

A further circular will be sent to Shareholders in due course regarding the return of cash to Shareholders which is to occur.

The above summary should be read in conjunction with the full text of this announcement and the circular (which includes a notice convening the General Meeting), which is being posted to Shareholders today and will also be made available to view shortly on the Company's website, www.cdialogues.com. Extracts from the circular are set out below.

Defined terms used in this announcement have the meaning as set out at the end of this announcement and as in the circular.

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the circular)

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PROPOSED SALE OF TELILEA LIMITED, PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF GENERAL MEETING

Description of Telilea Limited

Telilea Limited is a Cyprus incorporated subsidiary of the Company and serves as an operating subsidiary of the Group and is the holding company for the Group's other Subsidiaries. Its business comprises the provision of marketing services to mobile network operators, with a particular focus on emerging markets.

Telilea Limited has two wholly owned subsidiary companies:

· CDialogues S.A. The principal activities of CDialogues Greece include software development services as well as support and maintenance services related to the Group's software.

· CDialogues MEA DMCC. The principal activities of CDialogues Dubai are the provision of IT services and solutions.

The principal asset owned by Telilea Limited is a proprietary software platform and related technical infrastructure, which is used to deliver and manage the Group's mobile marketing services.

For the year ended 31 December 2015, Telilea Limited recorded audited profit before tax of €1,138,927 on revenues of €3,398,854. The audited total assets of Telilea Limited as at 31 December 2015 were €3,881,320, with net assets being €1,752,831.

For the year ended 31 December 2015, Telilea Limited's subsidiary, CDialogues Dubai recorded audited profit before tax of €1,167,914 on revenues of €5,311,694. The audited total assets of CDialogues Dubai as at 31 December 2015 were €3,157,244, with net assets being €2,637,342.

For the year ended 31 December 2015, Telilea Limited's subsidiary, CDialogues Greece recorded audited profit before tax of €68,734 on revenues of €860,000. The audited total assets of CDialogues Greece as at 31 December 2015 were €557,347, with net assets being €389,189.

These results should, however, be considered in light of the adverse trading conditions that the Group has experienced during 2016 (as described in section 4 below). In particular, Shareholders should be aware that when the termination of the Group's contracts with Numbase becomes effective, which in the absence of any change in circumstances is expected to occur by the end of September 2016 at the latest, then Telilea Limited and the Subsidiaries will have no revenues. As noted above, all excess cash in Telilea Limited and its subsidiaries, amounting to up to €2,896,120 will be distributed to the Company prior to Completion.

Summary of the Disposal

Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to dispose of all of its shares in Telilea Limited for a purchase price of €840,000 payable on completion of the Disposal. This amount includes outstanding receivables due to Telilea Limited and its subsidiaries from Numbase.

The Disposal is conditional upon the passing at the General Meeting of Resolution 1.

Following completion of the Disposal, CDialogues will have no subsidiaries and no operations and the Company's principal asset will be its cash balances. The Company will remain party to a limited number of agreements and will retain a small number of current liabilities which will be discharged as soon as practically possible.

As stated above, it is currently envisaged that completion of the Disposal will occur on 2 September 2016.

Further details of the Sale and Purchase Agreement are included at the end of this document.

Background to and reasons for the Disposal

CDialogues' Ordinary Shares were admitted to trading on AIM on 27 June 2014. The Company's operations were at that time focused on providing specialised marketing services to mobile network operators, with a particular focus on emerging markets, especially the Middle East and North Africa. At that point in time, CDialogues was a growing, profitable and cash generative business.

During the second half of 2015 the Group began to experience weaker than anticipated performance of certain of its projects. New project launches also experienced delays over this period, as mobile network operators pushed back project start dates.

Over the course of 2016, the Group experienced further deterioration in its trading and the generation of new business. A new project for a customer in Central America was required to be discontinued due to technical challenges in respect of integration with the operator's systems.

In May 2016, the Company announced that it had become clear to the Board that the market conditions for winning new contracts had changed. In particular, the Board stated that it was of the view that the profit margin that could be achieved on new business opportunities was at a level which made little commercial or financial sense to pursue, and as a result, the Company was unlikely to engage in any new contracts until market conditions had changed. The Company also highlighted that revenues from its existing four contracts were in decline.

On 17 June 2016, CDialogues announced that it had received a notice of termination from Numbase in respect of the four contracts from which CDialogues generates all of its current revenues. The Company stated that it was in discussion with Numbase in respect of the notice of termination, in order to seek alternative outcomes, but should Numbase proceed with the termination, then the Board believed that the four contracts would have been terminated by the end of September 2016, at the latest.

CDialogues has historically provided its services and received its revenues pursuant to agreements entered into with local partners, such as Numbase, rather than directly with the underlying mobile network operators. The notice of termination indicated that Numbase wished to terminate the contracts under which the Group provided mobile marketing and campaign services to Alfa in Lebanon, Touch in Lebanon, Zain in Kuwait and VIVA in Kuwait.

The Company also announced that, in light of the notice of termination, the recent difficulties that the Company had experienced and the likelihood that barring a change in circumstances the Group would have no revenues by the end of September 2016 at the latest, the Board had determined that it was appropriate to conduct a review of CDialogues' business and assets and would consider all options to seek to mitigate losses, sustain the Group's cash balances to the greatest extent possible and preserve shareholder value.

As described in section 1 above, following this review and an analysis of the options available to the Company, the Directors concluded that the best and most efficient option to return value to Shareholders is to dispose of the Company's wholly owned subsidiary, Telilea Limited to Numbase Group Limited, the holding company of the Company's principal customer, Numbase.

Should the Disposal not be approved by Shareholders at the General Meeting, in order to protect the cash balances of the Company, and in the absence of any other option that provides more value for Shareholders prior to such decision being determined, it is likely that the Directors would appoint a liquidator to wind up the business of the Group.

On the basis of the following assumptions (the "Assumptions"):

· the purchase price payable by Numbase Group Limited at completion of the Disposal will amount to €840,000;

· there are no claims made by Numbase Group Limited against the Company for breach of the Company's warranties under the Sale and Purchase Agreement; and

· transaction costs and the expected running costs of the Company in the period prior to completion of the return of capital amount to approximately €300,000 in aggregate,

the Company is expected to have sufficient cash resources to make total distributions to Shareholders of up to approximately €3.90 million in aggregate, equivalent to approximately €0.62 per Ordinary Share (or approximately £0.54 per Ordinary Share) on a Fully Diluted Basis following completion of the Disposal (assuming an exchange rate of £1.00/€1.16).

The estimated level of total distributions and timing of distributions is provided for guidance purposes only. It is emphasised that the ability of the Company to make the estimated level of distributions and the timing of such return is not currently known with certainty, and will be subject to factors outside of the control of the Board, which may include but are not limited to:

· Shareholders voting in favour of the Resolutions at the forthcoming General Meeting;

· Shareholders approving the structure to enable a distribution (either by way of a dividend, share buyback or otherwise to be proposed in due course);

· any claims made by Numbase Group Limited under the Company's warranties in the Sale and Purchase Agreement;

· the amount of any taxation liability resulting from the Disposal or otherwise; and

· any differences between actual costs and the estimated running expenses of the Company and transaction costs until the final distribution to Shareholders.

Proposed cancellation of admission to trading on AIM

Under the AIM Rules, it is a requirement that the cancellation of admission to trading on AIM must be approved by not less than 75 per cent. of Shareholders voting in general meeting. Accordingly, the notice of General Meeting contains a special resolution, Resolution 2, to approve the Cancellation. Resolution 2 is conditional on the passing of Resolution 1.  

Under the AIM Rules, the Cancellation also requires the expiration of a period of not less than 20 clear Business Days from the date on which the intended Cancellation is notified via a Regulatory Information Service and notice is given to the London Stock Exchange. Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation. Subject to the passing of Resolution 2, Cancellation will occur no earlier than five clear Business Days after the General Meeting and it is therefore expected that trading in the Ordinary Shares on AIM will cease at the close of business on 14 September 2016, with Cancellation expected to take effect at 7.00 a.m. on 15 September 2016.

Shareholders should be aware that if Cancellation is approved by Shareholders and takes effect, they will as from that time cease to hold shares in a company whose shares are admitted to trading on AIM. However, Shareholders will still own their Ordinary Shares.

Given the Board's intention to return the net cash resources of the Company resulting from the Disposal to Shareholders and liquidate the Company following completion of the Disposal and the Cancellation, the Directors do not intend to provide, seek or support any dedicated arrangements whereby Ordinary Shares can be bought or sold on a matched bargain basis following the Cancellation becoming effective.

The Cancellation will significantly reduce the liquidity and marketability of the Ordinary Shares and there will be limited opportunities for Shareholders to realise their investment in the Company other than pursuant to any distributions to Shareholders on or before the proposed MVL.

The principal effects that the Cancellation will have on Shareholders include the following:

· there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange);

· while the Ordinary Shares will remain freely transferable until such time as a liquidator has been appointed to facilitate the proposed MVL, the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

· it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

· the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, among other things, the Company will not be bound to:

o make any public announcements of material events, or to announce interim or final results;

o comply with any of the corporate governance practices applicable to AIM companies;

o announce substantial transactions and related party transactions; or

o comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

· the Company will cease to retain a nominated adviser and broker; and

· the Cancellation might have either positive or negative taxation consequences for Shareholders (Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately).

Following the Cancellation, the Company will remain subject to the Act, but whether the Takeover Code will continue to apply will be subject to confirmation with the Panel. As the Ordinary Shares will no longer be admitted to trading, the Takeover Code's continued application will be dependent on whether the Company's place of central management and control is in the United Kingdom.

Following the Cancellation, the CREST facility will, in due course, be cancelled also. Following the Cancellation, once a liquidator has been appointed for the purposes of the proposed MVL, the Ordinary Shares will, with the prior sanction of the proposed liquidator, remain capable of being transferred in paper form (and therefore not through CREST) for a limited time until the proposed MVL is completed, although there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares following Cancellation. Under the Act, following the appointment of a liquidator, any transfer of Ordinary Shares requires the sanction of the liquidator or it will be void.

Following the Cancellation, transfers of interests in Ordinary Shares in certified form should be sent to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol, BS99 6ZY. Existing share certificates will remain valid until completion of the MVL.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 14 September 2016 and that the effective date of the Cancellation will be 15 September 2016.

Members' Voluntary Liquidation

In order to maintain the Group's cash balances and preserve shareholder value, the Company wishes to obtain Shareholder approval and complete the Disposal as soon as practicable. Thereafter the Board intends as soon as possible to evaluate the most efficient method of returning value to Shareholders, obtain Shareholder approval, if required, for any such transaction and to appoint a liquidator to put the Company into MVL.

In order to place CDialogues into MVL, the Company must pass a special resolution to that effect under the Insolvency Act 1986. This special resolution must be passed not more than five weeks after the making of a statutory declaration of solvency by all or a majority of the Directors stating that, having made full inquiry into the Company's affairs, they have formed the opinion that the Company will be able to pay its debts in full within a period not more than 12 months from the passing of the special resolution.

In a MVL, the powers of the Directors cease (save to the extent that the Company in a general meeting or the liquidator sanctions otherwise) and the liquidator assumes responsibility for the Company's affairs. The liquidator deals with the realisation of assets, the agreement and discharge of liabilities and the distribution of the Company's surplus funds to Shareholders as and when funds permit. Prior to distributing cash to Shareholders, the liquidator must be satisfied that either all liabilities have been settled or that sufficient cash has been retained to discharge or provide for all actual and contingent liabilities. This involves an initial period during which the liquidator writes to all known creditors, actual and contingent, and advertises for claims against the Company being liquidated, specifying a deadline of at least 21 days from the date of the notice by which any claims must be notified to them. Cash can be released as and when the liquidator determines that all actual and contingent liabilities have been paid, provided for or discharged and there is surplus cash available for distribution. This process can take time, particularly if there are liabilities such as taxation to be agreed with HMRC or other contingent liabilities that are initially difficult to quantify or agree. It is therefore usual for cash to be distributed to Shareholders in a series of instalments, the amount and timing of each being dependent on the cash available and the status of known and potential liabilities.

The liquidator will manage the orderly winding up of the Company with a view to a final payment of any surplus assets, if any, to all persons who were Shareholders at the time of the Disposal pro rata to their holdings at that time, unless the cost of so doing is disproportionate to the amount that would otherwise be paid.

As a MVL can take typically take three to six months, assuming no unforeseen complications and tax clearances can be finalised with HMRC, in order to accelerate a return of capital to the Shareholders in a tax efficient manner, the Directors may also consider a pro rata share buyback to be carried out prior to liquidation if this is a cost-efficient and practicable option. If this option is pursued by the Company, further Shareholder authority will be sought at a general meeting to approve the share buyback.

The appointment of a liquidator, the MVL and related actions will require, inter alia, the approval of Shareholders which will be required to be sought via a further circular to Shareholders. The level of Shareholder approval that is required is for Shareholders holding more than 75 per cent. of the voting rights in the Company to vote in favour of the MVL.

Once the Board has agreed upon the best option to return value to Shareholders, a further circular will be sent to Shareholders, including the relevant notice of general meeting if required, and any taxation implications for Shareholders.

General Meeting

A General Meeting of the Company is to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 10 a.m. on 2 September 2016.

At the General Meeting, the following Resolutions will be proposed:

· Resolution 1, which will be proposed as an ordinary resolution, seeks approval for the sale of the Company's shareholding in Telilea Limited to Numbase Group Limited.

· Resolution 2, which will be proposed as a special resolution and will be conditional on the passing of Resolution 1, seeks approval for the cancellation of the admission of the Ordinary Shares to trading on AIM.

Irrevocable Undertakings

Irrevocable undertakings to vote, or (where applicable) to procure that the registered holder votes, in favour of the Resolutions have been given to the Company by the Directors in respect of their entire beneficial holdings of 5,514,477 Ordinary Shares representing, in aggregate, approximately 88.56 per cent of the voting rights in the Company.

SUMMARY OF THE PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are set out below.

1. The purchase price for the Disposal is €840,000 payable in cash on Completion of the Disposal.

2. The Sale and Purchase Agreement permits Telilea Limited to distribute up to €2,896,120 of excess cash to the Company prior to Completion. Although there will be no adjustments to the purchase price, in order to fund the Company's expenses prior to Completion, Numbase Group Limited will make a short term on demand loan available to Telilea Limited of €109,958.

3. Completion of the Disposal is conditional upon the passing at a general meeting of the Company of Resolution 1 approving the Disposal.

4. The Company has given certain warranties in relation to Telilea Limited and its Subsidiaries, including inter alia, in relation to the Company's title to its shares in Telilea Limited, its capacity and authority to enter into the Sale and Purchase Agreement and to complete the Disposal, insolvency, accounts, management accounts, taxation and employees. The time limit for claims for breaches of the Company's warranties in the Sale and Purchase Agreement is three months from the date of completion of the Disposal, and the liability for such claims is capped at an amount equal to the Purchas Price under the Sale and Purchase Agreement.

5. The Company has also agreed with Numbase Group Limited that, pending completion of the Disposal, it will procure that Telilea Limited and the Subsidiaries carry on the business of the Telilea Limited in the normal course, and to comply with certain customary conduct of business obligations, pending completion of the Disposal.

6. On the basis that the purchase price is fixed, the Company has also agreed that, other than as provided for in paragraph 2 above and pursuant to existing management services agreements which will terminate at completion, it will not return any value from Telilea or the Subsidiaries to the Company.

DEFINITIONS

The following definitions apply throughout this announcement and the circular unless the context otherwise requires:

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