5 Aug 2013 12:06
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||||||||||||||||||||
COMPANY NAME: | ||||||||||||||||||||||||||||||||||||
Longships Plc to be renamed Proxama Plc ("Longships" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||||||||||||||||||||
Registered office and trading address: 15 Whitehall London SW1A 2DD
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COUNTRY OF INCORPORATION: | ||||||||||||||||||||||||||||||||||||
UK | ||||||||||||||||||||||||||||||||||||
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||||||||||||||||||||
www.longshipsplc.com
Proxama will be launching a new AIM Rule 26 compliant website prior to re-admission.
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||||||||||||||||||||
Longships has entered into conditional contracts for the acquisition of the entire issued and to be issued share capital of Proxama Limited ("Proxama"), through the issue of 365,353,532 new Ordinary Shares at an issue price of 4 pence per new Ordinary Share, which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies.
Longships was incorporated on 20 December 2007 and its Ordinary Shares admitted to trading on AIM on 21 April 2008 as an investing company for the purpose of, inter alia, investing in strategic and special situations. Because of the expertise and commercial experience of the Board, Longships initially focused primarily on companies operating in the natural resources sector.
On 27 July 2012, Shareholders approved an investment of £2.3 million in Praetorian Resources Limited ("Praetorian"), a Guernsey incorporated natural resources focused investing company several times larger than Longships. The shares in Praetorian acquired by the Company were subsequently returned to Shareholders by way of a capital reduction, details of which were set out in a circular to shareholders dated 9 July 2012. The investment in Praetorian and subsequent return of capital left the Company with approximately £550,000 of cash. The Company resolved to maintain its listing on AIM and continue its existing investing policy. Since 27 July 2012, the Board has continued to investigate new opportunities to effect a transaction in accordance with that investment strategy.
Whilst Longships had previously been focusing its search for an acquisition opportunity in the natural resources sector, the Board acknowledged the difficulty currently faced by natural resource companies in raising follow-on funding. As a result, the Directors started to consider opportunities in other sectors and in April 2013, the Board was introduced to Proxama, a company that develops near field communications products and services for global blue-chip clients. The Directors have been impressed by the business potential of Proxama and believe that, by acquiring Proxama, Shareholders will get exposure to the rapidly expanding field of m-commerce.
Proxama is a Near Field Communication ("NFC") m-commerce company whose stated vision is to connect the physical and digital worlds through enabling consumers to manage their bank accounts and credit cards, pay for goods and services, participate in and benefit from loyalty programmes and access information and marketing material through their mobile phones.
NFC is already widespread with train tickets (such as the London based Oyster Card), access to buildings and increasingly cashless payments all enabled using NFC technology. Proxama is seeking to integrate these and other types of services within a mobile phone. Its technology, products and platforms enable consumers to launch secure mobile wallets, connect with brands, receive promotional offers and make contactless payments through simply tapping their NFC mobile phone on a card reader or other physical media.
Proxama uses its expertise to develop NFC solutions for its customers, currently on a fee for service basis, in two key areas:
1. mobile proximity marketing; and 2. secure mobile contactless payments.
Proxama has also executed over 400 proximity marketing campaigns globally, including an award-winning NFC marketing campaign for Nokia and VOX cinemas, the first UK NFC outdoor media campaign for the launch of the X-Men: First Class movie and the UK's first NFC consumer marketing campaign with Orange and EAT.
As of the date of this announcement, Proxama has 56 full time employees, mainly based at its Norwich offices, with a small team based in London and a representative office in New York, where two part time sub-contractors are based. Of these employees, between 35 and 40 at any time are employed as software engineers whose job is to work on research and development projects, create new software and products and customise existing products to meet customer specific requirements.
The remainder of Proxama's employees are divided among the management team, the sales team and the dedicated Client Services team. The Client Services team is comprised of 8 employees based in Norwich who are focused solely on delivering Proxama's various marketing campaigns using the standard features of the core technology platform and who are in daily contact with the brands and media facing customers with which Proxama is currently working.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||||||||||||||||||||||||||||||
465,233,632 Ordinary Shares of one pence each which are to be issued at four pence per share
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||||||||||||||||||||
CAPITAL TO BE RAISED ON ADMISSION: N/A MARKET CAPITALISATION ON ADMISSION: £18,609,345.28 | ||||||||||||||||||||||||||||||||||||
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||||||||||||||||||||
57.15%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: | ||||||||||||||||||||||||||||||||||||
N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||||||||||||||
The Board of the Company currently comprises Malcolm Burne and Nathan Steinberg, both of whom will resign from the Board on Completion and the proposed directors, listed below, will join the Board at that time.
Following Completion, the Board will be made up of three executive directors and two non-executive directors, of whom only David Bailey, the proposed Chairman of the Company, is considered to be an independent non-executive director. It is the intention of the Proposed Directors to appoint at least one additional independent non-executive director after the re-admission of the Company's shares on AIM ("Re-admission"). Details of the Proposed Directors are set out below:
David Bailey, aged 64 - Proposed Chairman.
Dr Neil Garner, aged 41 - Proposed Chief Executive Officer.
Miles Quitmann, aged 49 - Proposed Managing Director.
Coen van Breda, aged 46 - Proposed Chief Financial Officer.
Gavin Breeze, aged 52 - Proposed Non-executive Director.
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||||||||||||||
* held either in his own name or through White Angle ** held through MyBusinesFD
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||||||||||||||||||||
N/A | ||||||||||||||||||||||||||||||||||||
(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||||||||||||||||||||
(i) Anticipated accounting reference date: 31 December
(ii) Date to which the main financial information in the admission document has been prepared: Audited annual report and accounts for the three financial years ended 31 December 2012
(iii) 30 September 2013 (half-yearly report for the six months ended 30 June 2013) 30 June 2014 (annual report for the year ended 31 December 2013) 30 September 2014 (half-yearly report for the six months ended 30 June 2014)
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EXPECTED ADMISSION DATE: | ||||||||||||||||||||||||||||||||||||
23 August 2013
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NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||||||||||||||||||||
Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU
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NAME AND ADDRESS OF BROKER: | ||||||||||||||||||||||||||||||||||||
SI Capital Limited 1 High Street Godalming Surrey GU7 1AZ
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||||||||||||||||||||
The Admission Document, which was posted on 26 July 2013, contains full details about the applicant and the re-admission of its securities will be available to the public free of charge from Grant Thornton UK LLP, 30 Finsbury Square London, EC2P 2YU until the date which is one month following the date or re-admission. It is also available on the Company's website www.longshipsplc.com
The Admission Document will also be available for inspection at the General Meeting which is to take place 11.00am on 22 August 2013 at the offices of Grant Thornton UK LLP, 30 Finsbury Square London, EC2P 2YU.
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DATE OF NOTIFICATION: | ||||||||||||||||||||||||||||||||||||
5 August 2013
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NEW/ UPDATE: | ||||||||||||||||||||||||||||||||||||
NEW
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