NASA.L Regulatory News (NASA)

4 Dec 2006 07:01

Nasstar PLC04 December 2006 Issue of New Ordinary Shares and Acquisition Conditional subscription for 1,785,714 new Ordinary Shares at 28p per newOrdinary Share to raise £500,000 and acquisition of the entire issued sharecapital of Network Support International Limited trading as Virtual Email. Nasstar plc ("Nasstar" or "the Group"), the application service provider whichsupplies software over the Internet, today announces it has conditionallyallotted 1,785,714 new ordinary shares of 1p each in the capital of Nasstar ("Ordinary Shares") at 28p per share ("the Subscription Shares") to raise£500,000 ("the Subscription"). Each of the Directors of Nasstar has subscribedfor shares in the Subscription as set out in the table below. Nasstar is also pleased to announce that under an agreement entered into on 1December 2006, it has conditionally agreed to acquire the entire issued sharecapital of Network Support International Limited, trading as Virtual Email ("Virtual Email"), for an aggregate consideration of £750,000 ("theAcquisition"). The consideration will be satisfied by the payment of £250,000 incash and by the issue of 1,785,714 new Ordinary Shares of 1p each in the capitalof Nasstar ("the Consideration Shares") at 28p per share. Virtual Email is a provider of Hosted Exchange, email software delivered overthe Internet and over-the-air (using GPRS) to mobile devices such as BlackBerryor Windows mobile phones. Virtual Email has approximately 130 customers and1,700 Hosted Exchange users. Following completion of the Acquisition the Groupwill have in excess of 3,100 Hosted Exchange users. Completion of theSubscription and of the Acquisition is conditional on admission to trading onAIM of the Consideration Shares and the Acquisition Shares ("Admission")occurring on or by 11 December 2006. Application for Admission is being madetoday and Admission is expected to occur on 8 December 2006. In respect of the year to June 2006 the unaudited accounts for Virtual Emailshow a profit before tax of £112,500 on a turnover of £341,000. These accountsshow Virtual Email had net assets of £71,000. In respect of the 3 months toSeptember 2006 the unaudited accounts for Virtual Email show a turnover of£111,000 and a profit before tax of £30,750. Nasstar proposes to integrate fully the sales operations of Virtual Email on 1January 2007. It is further proposed that Virtual Email's Hosted Exchange userswill be migrated to Nasstar's multi-tenanted Hosted Exchange platform, resultingin an enlarged Hosted Exchange platform with reduced operational overhead. KevinBird, the majority shareholder of Virtual Email prior to completion of theAcquisition will, following completion, act as Group Sales Director and hetogether with the other Virtual Email employees will work from Nasstar's Londonoffice with effect from January 2007. Following completion of the Subscription and the Acquisition the Directors'interests in Ordinary Shares will be as follows: Director Ordinary Shares % of issued share Ordinary Shares % of issued share prior to the capital prior to the after the capital after the Subscription and Subscription and the Subscription and Subscription and the the Acquisition Acquisition the Acquisition Acquisition Charles Black 6,521,666 59.83 6,621,666 45.75 Lord Daresbury 1,161,667 10.66 2,104,524 14.54 Kevin Bird - - 1,198,622 8.28 Damion Greef 746,667 6.85 782,381 5.41 Shannon Johnston 50,000 0.45 53,571 0.37 Richard Malkin 20,833 0.19 38,690 0.27 The participations of the Directors under the Subscription constitute a relatedparty transaction with the Company for the purposes of rule 13 of the AIM Rules.The directors of Nasstar, having consulted with its nominated adviser, W. H.Ireland Limited, consider that the terms of the Subscription are fair andreasonable insofar as Nasstar's shareholders are concerned. In forming theiropinions in relation to fairness and reasonableness of the Subscription, eachDirector has not taken part in the deliberations as regards his ownparticipation in the Subscription. Lord Daresbury, Chairman of Nasstar, said: "This acquisition is an important step in our drive to lead the applicationservice provider market, dramatically increasing the number of Hosted Exchangeusers we serve. The investment in Nasstar's technical infrastructure to date hasbeen focussed on creating a truly scalable platform so that the customers we areacquiring can be migrated quickly to our platform, enabling Nasstar to benefitfrom the revenue whilst achieving economies of scale. The Acquisition isexpected to contribute a material level of profit to the Group." About Nasstar Nasstar was admitted to AIM in December 2005. The Company is an applicationservice provider ("ASP") supplying software over the Internet. The serviceinvolves hosting email ("Hosted Exchange") and other software applications suchas Microsoft Office ("Hosted Desktop") from a purpose-built data centre,providing a centralised supply of software applications accessible over theInternet. Hosted Exchange enables users to access their email, calendar andcontacts from any computer with an internet connection or using a Windows mobiledevice or BlackBerry. Hosted Desktop enable users to access their email, files,data and other applications such as Microsoft Office from any computer with aninternet connection, using either a secure desktop connection or a web browser.Customers pay for usage on a monthly basis, making delivery of core IT servicesa utility. As set out in the AIM Admission document, Nasstar proposes to growits business both organically and through acquisition. Enquiries Nasstar plc - 0870 240 1634Charles Black, Chief Executive W.H. Ireland Limited - 0121 616 2101Tim Cofman This information is provided by RNS, the company news service from the LondonStock Exchange. This information is provided by RNS The company news service from the London Stock Exchange