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15 Sep 2009 07:00
COMS PLC
ISSUE OF EQUITY, DIRECTORS DEALING AND RELATED PARTY TRANSACTIONS
The Board of COMS PLC (the "Company") announces that, on 14 September 2009, it issued and allotted 22,166,666 new ordinary shares of 1p each ("New Ordinary Shares") representing approximately 60.91 per cent. of the enlarged issued share capital of the Company at a price of 3p per share (the "Placing Price") raising £665,000 (before expenses) which is made up of £427,500 pursuant to a placing for cash and £237,500 pursuant to the conversion of outstanding loan notes into New Ordinary Shares at the Placing Price. The net placing proceeds will be used for additional working capital purposes.
The following shareholders were issued with New Ordinary Shares:
| Shareholder | Number of New Ordinary Shares issued pursuant to the placing | Number of New Ordinary Shares issued pursuant to loan note conversion | Total number of New Ordinary Shares held | Percentage of ordinary shares held | ||||||||
| Jason Drummond* | 2,833,333 | 7,166,667 | 16,269,041 | 44.7 | ||||||||
| Andrew Branson* | 250,000 | - | 410,000 | 1.1 | ||||||||
| Justin Drummond* | 1,166,666 | - | 1,742,230 | 4.8 | ||||||||
| Other loan note holders | - | 750,000 | 750,000 | 2.1 |
* a director of the Company
In addition, 10,000,000 New Ordinary Shares (representing approximately 27.5 per cent. of the enlarged issued share capital of the Company) have been issued to certain private investors at the Placing Price.
CONVERSION OF LOAN NOTES INTO NEW ORDINARY SHARES
Included in the issue of 22,166,666 New Ordinary Shares, the Company is satisfying the repayment of a £215,000 loan note due to Jason Drummond, the Executive Chairman of the Company, by the issue of 7,166,667 New Ordinary Shares at the Placing Price. Jason Drummond has also subscribed for 2,833,333 New Ordinary Shares at the Placing Place pursuant to the placing. Following the repayment of the loan to Jason Drummond, a total of £nil loan notes to Jason Drummond remain outstanding.
Included in the issue of 22,166,666 New Ordinary Shares, the Company is also satisfying the repayment of a £22,500 loan notes due to certain other shareholders, by the issue of 750,000 New Ordinary Shares at the Placing Price.
Following the above loan note conversions, a total of £15,000 loan notes remain outstanding.
ISSUED SHARE CAPITAL
Following the placing and conversion of loan notes, the enlarged issued share capital of the Company will be 36,393,832 ordinary shares of 1p each. Each share will have one voting right and each New Ordinary Share will rank pari-passu with all existing shares.
The New Ordinary Shares are being placed under existing authorities to issue and allot shares.
Application has been made to the London Stock Exchange for the 22,166,666 New Ordinary Shares to be admitted to trading on AIM and it is expected that dealings will commence on or around 18 September 2009.
RELATED PARTY TRANSACTIONS
Subscription for New Ordinary Shares by Jason Drummond and Justin Drummond and conversion of Loan Notes into New Ordinary Shares by Jason Drummond
The issue of New Ordinary Shares to Jason Drummond (Executive Chairman of the Company and a substantial shareholder) and Justin Drummond (a non-executive director of the Company) are Related Party Transactions.
Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of the Company to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The directors (excluding Jason Drummond and Justin Drummond) consider, having consulted with Dowgate Capital Advisers Limited, the Company's Nominated Adviser, that the terms of the related party transactions with each of Jason Drummond and Justin Drummond are fair and reasonable insofar as the Company's shareholders are concerned.
Jason Drummond, Executive Chairman, COMS PLC, commented:
"The conclusion of a successful placing in difficult market conditions demonstrates shareholder confidence and directors commitment to the business and the IP Telephony market. This will strengthen our balance sheet and provide additional working capital to help develop the business."
For further information please see the Company's web site, www.coms.com or contact:
| Coms plc | Tel: +44 (0) 20 7148 3148 | ||
| Richard Bennett | |||
| Dowgate Capital Advisers Ltd | Tel: +44 (0) 20 7492 4777 | ||
| Aaron Smyth / Jo Turner | |||
| Alexander David Securities Limited | Tel: +44 (0) 20 7448 9820 | ||
| David Scott/ Jon Levinson |
Notes to editors:
Coms was founded by Jason Drummond in 2000 with the vision of using the Internet to carry and deliver voice telephone calls. Voice over IP (VoIP) is changing the way consumers and businesses make and receive their telephone calls. Coms offers a low-cost VoIP service that can be combined with services provided by broadband Internet suppliers to make and receive telephone calls. Coms subscribers can make high quality calls over the Internet wherever a high-speed Internet connection is available, including in wireless hotspot as they are allocated their own location free unique user telephone number. Subscription is available in a range of packages. See www.coms.com for more information.
Coms is an Ofcom authorised Public Electronic Communications Network (PECN) and a member of the Internet Telephony Service Providers Association (ITSPA).
Coms is listed on the London Stock Exchange AIM market (LSE: COMS).
Copyright Business Wire 2009
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