MXCP.L Regulatory News (MXCP)

29 Jul 2008 07:00



29 July 2008

Broca plc 

Acquisition

Broca plc ("Broca" or the "Company"), the provider of secure advanced messaging technology, announced today that it has agreed to acquire Sure on Sight Limited ("SOS") for £350,000 to be satisfied by a cash payment of £50,000 on completion and the remainder by the issue of 1,463,412 new ordinary shares in Broca at 20.5 pence per share. Details of the novated assignment agreement that the Company has with Sure on Sight Limited ("SOS") were published in Broca's AIM admission document (available on the Company's website - www.brocaplc.com). The acquisition will enable Broca to keep monies payable under the novated assignment agreement within the control of the group. 

Application has been made for these 1,463,412 new ordinary shares to be admitted to AIM which is expected to occur on 4 August 2008.

Loan Agreement

In order to fund the acquisition, the Company has secured a loan of £1 million from 2ergo Limited ("2ergo"). The balance of the funds will be used for additional working capital. The Directors expect to draw down the loan in instalments between now and December 2008 and it is repayable within 18 months of the date of the agreement. The loan carries an interest rate of 3.5% above the base rate of Barclays Bank PLC payable monthly in arrears.

Additionally, Broca has received confirmation of further support from its current bankers to extend its current banking facility through to September 2009.

Related Party Transactions

Michael Hawkes, a director of the Company is also a director and 50% shareholder in SOS. The acquisition of SOS is therefore classified as a related party transaction for the purposes of the AIM Rules. Accordingly the Directors (other than Michael Hawkes), having consulted with Grant Thornton UK LLP (in its capacity as the Company's nominated advisor), confirm that they are satisfied that the terms of the acquisition of SOS are fair and reasonable insofar as the shareholders of the Company are concerned.

Neale Graham and Barry Sharples, directors of the Company are also directors of 2ergo and 2ergo Group plc. 2ergo Group plc currently holds in excess of 10% of the issued share capital of Broca and is considered to be a substantial shareholder for the purposes of the AIM Rules. The loan from 2ergo is therefore classified as a related party transaction for the purposes of the AIM Rules. Accordingly the Directors (other than Neale Graham and Barry Sharples), having consulted with Grant Thornton UK LLP (in its capacity as the Company's nominated adviser), confirm that they are satisfied that the terms of the loan from 2ergo are fair and reasonable insofar as the shareholders of the Company are concerned.

Director's Shareholding

Following the issue of shares as part consideration for the acquisition of SOS, Michael Hawkes holds 731,706 ordinary shares in the Company, representing 1.87% of the total voting rights. In addition, Michael Hawkes holds 458,027 options that are exercisable at 52p up until 6 March 2012. There are now a total of 39,093,108 shares in issue following this allotment.

Commenting on the agreement, Ian Price, Managing Director of Broca, said: "In our Interim results announced in May we commented that Broca was exploring a number of commercial arrangements and financing options. The securing of continued bank support and this funding from 2ergo not only provides us with the security of outright ownership of the IP that forms the basis of our products but also provides us with additional working capital. We expect this to take Broca to the next stage of development following the proof of our technology in a number of successful pilots undertaken over the last few months."

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About Broca plc

Broca plc (AIM: BROC) completed its demerger from 2ergo and successfully listed on AIM on 6th March 2007. The Broca Business is the development and exploitation of technology with the intention of enabling M-commerce to be carried out securely via digital services, principally by extending conventional SMS messaging from existing mobile telecommunications equipment. The technology is based upon Broca's innovative, patented Protocol. In addition to the security benefit mentioned above, the Protocol is intended to deliver confirmation of message receipt by the recipient, something which the Broca directors believe is not currently available to mobile device users in connection with M-payments. Whilst the initial technology has been optimised for use with SMS, the Broca directors believe the Protocol should ultimately be applicable to other forms of digital messaging and also E-commerce.

For further information please visit: www.brocaplc.com.

About 2ergo

2ergo is a leading provider of interactive and multi-channel communications solutions using mobile technologies, fixed-line telecommunications and the internet. Powered by the Group's Multiserve Platform, 2ergo delivers solutions and services to many sectors of industry, with clients that range from SMEs to multi-national enterprises, to public sector organisations. The Group's expertise enables organisations to advance their use of technology, to switch on new revenues, optimise business processes and open up new marketing channels.

Headquartered in Lancashire, United Kingdom, the Group is listed on AIM, a market of the London stock exchange (AIM: RGO).