SMRT.L Regulatory News (SMRT)

11 Aug 2006 10:24

AIM11 August 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME:Azman plc (to be renamed Coms plc) COMPANY ADDRESS:Finsgate, 5-7 Cranwood Street, London COMPANY POSTCODE:EC1V 9EE COUNTRY OF INCORPORATION:England & Wales COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:Azman was established in order to acquire, invest in, and provide finance to companies which the Directorsperceived to be undervalued. This strategy was originally aimed at the mining and exploration sectors, but theDirectors have recognised the attractions afforded by the potential growth in the VoIP (Voice over InternetProtocol) market through Coms Limited. Accordingly, subject to the approval of Azman shareholders at an EGM to be held on 5 September 2006, Azmanproposes to acquire Coms Limited for a total consideration of £5.5 million, to be satisfied by the issue of550,000,000 new Ordinary Shares. Following the acquisition the business of the Enlarged Group will be the development and marketing of Coms' VoIPbusiness, including unified messaging services, which comprise email, fax and voicemail forwarding services. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to whichit seeks admission and the number and type to be held as treasury shares):Up to 821,750,000 Ordinary Shares of 0.1p each consisting of: Up to 150,000,000 new Ordinary Shares being placed at a Placing Price of 1p 550,000,000 new Ordinary Shares to be issued to the Vendors of Coms Limited 121,750,000 existing Ordinary Shares CAPITAL TO BE RAISED ON ADMISSION:Up to £1,500,000 before expenses FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Leo Ernest Vaughan Knifton* (Chairman)Jonathan Rowland*Jason Kingsley Drummond (Proposed Executive Chairman)Terence Edward Martin (Proposed Chief Executive)Andrew Nicholas Branson (Proposed Finance Director)Richard Antony Bennett (Proposed Corporate Development Director)Jonathan Clive Cole (Proposed Non-Executive Director)Justin Piers Drummond (Proposed Non-Executive Director) *On Admission Mr. Knifton and Mr. Rowland will resign as Directors. PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALBEFORE AND AFTER ADMISSION:ASSUMING MINIMUM SUBSCRIPTION: Leo Knifton (13.7% before Admission, 2.1% after Admission)Riverrock Limited (41.1% before Admission, 6.3% after Admission)Raymond Ranson (7.2% before Admission, 1.1% after Admission)Nigel Weller (13.7% before Admission, 2.1 after Admission)Stephen Oakes (13.7% before Admission, 2.1% after Admission)Jason Drummond (61.0% after Admission)Jonathan Cole (11.0% after Admission)Justin Drummond (3.8% after Admission) NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: ANTICIPATED ACCOUNTING REFERENCE DATE:31 January EXPECTED ADMISSION DATE:6 September 2006 NAME AND ADDRESS OF NOMINATED ADVISER:ARM Corporate Finance Limited, 12 Pepper Street, London, E14 9RP NAME AND ADDRESS OF BROKER:Falcon Securities (UK) Limited, 154 Bishopsgate, London, EC2M 4LN DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENTTHAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:The Admission Document, along with a statement that it will contain full details about the applicant and theAdmission of its securities will be available from: ARM Corporate Finance, 12 Pepper Street, London, E14 9RP DATE OF NOTIFICATION:11 August 2006 NEW/ UPDATE (see note):New This information is provided by RNS The company news service from the London Stock Exchange