Sigmaroc. Regulatory News (SRC)

29 Sep 2005 15:56

Messaging International Plc29 September 2005 MESSAGING INTERNATIONAL PLC INTERIM RESULTS FOR THE 6 MONTHS TO 30 JUNE 2005 Messaging International Plc ('the Company'), the provider of innovativemessaging services, announces its results for the six months ended 30 June 2005. OVERVIEW • Successfully raised £1.5 million and listed on AIM on 3 August 2005 • Acquired TeleMessage Ltd, a company that provides cross-platform media messaging management systems and applications • Agreements signed with a number of wireless operators and interoperability providers in the USA and Canada • Actively developing relationships with mobile operators and enterprises in North America, Europe, the Far East and South America and trials ongoing • Currently in advance negotiations with two major USA mobile operators. CHAIRMAN'S STATEMENT I am pleased to make my first report to shareholders following the Company'sacquisition of TeleMessage Ltd, its successful fundraising and its admission toAIM on 3 August 2005. The Company was incorporated on 12 August 2004 as RTI 18 Plc and on 20 July 2005it acquired the entire share capital of TeleMessage Ltd on a share for shareexchange. As a result of the acquisition, the Company changed its name toMessaging International Plc. The results therefore, to 30 June 2005, covered aperiod when the Company did not trade. The Company's current cash reserves are healthy following the raising of £1.5million at the time of the acquisition through the issue of 30 million newordinary shares at 5p per share. With one warrant granted for every three sharesissued there are now 50 million warrants and 115.38 million ordinary shares of0.5p in issue. It is the Company's objective to be a leading provider in the rapidly growingmultimedia messaging market. The acquisition of TeleMessage Ltd represents thefirst step towards achieving this goal. Incorporated in Israel, TeleMessage Ltdhas developed a cross-platform media messaging management system designed toenable PC, browser, mobile phone and wireline telephone users to send, receiveand manage voice messages, email, SMS, IM and MMS across various mediaplatforms. The Directors believe that one of the attractive features of thetechnology and products resides in their ability to harmonise various mediaplatforms to act as a seamless messaging network across many technologies. Users of the package include service providers (wireline and wirelesstelecommunications companies, ISPs and portals), business and technology OEMs,products and services that are designed to utilise the emerging interactive andcross-platform messaging market. The major product currently being sold into the market in North America is "SMSto Landline" which enables a mobile originated SMS to be sent to any telephonenumber, either fixed or mobile. A number of wireless operators have launchedthis product to their customers and the Company is in negotiation with furtherhigh profile USA mobile operators. Additionally, the Company now has agreementswith the major USA and Canadian interoperability providers.The Company has also been active in developing relationships with mobileoperators in Europe, the Far East and South America, who have shown interest inlaunching TeleMessage's other key product, the Mail Plug-in, to their customers.The Mail Plug-in enables SMS, MMS, voice and fax messages to be sent frompopular email software. Trials with leading telecom companies are ongoing. Furthermore, Rogers Wireless, the largest wireless provider in Canada, continuesto market and promote the "Txt 2 Landline" and "Txt a Song" applications with anew in-store brochure that educates customers on the needs and usages of textmessaging along with short-cuts and additional products. We also hope to updatethe market in the near future on the progress of advanced negotiations we areholding with two other major USA mobile operators. Your directors are optimistic that the acquisition will provide a good base forsubstantial future growth. With our strong internationally experienced board andexciting propositions, we look forward to the future with confidence. Horacio FurmanChairman29 September 2005 Contacts:Guy Levit Messaging International Plc Tel: +972 3 9225252Isabel Crossley St Brides Media & Finance Ltd Tel: +44 (0) 20 7242 4477Liam O'Donoghue Seymour Pierce Ltd Tel: +44 (0) 20 7107 8000 MESSAGING INTERNATIONAL PLC INTERIM FINANCIAL REPORT FOR THE 6 MONTHS TO 30 JUNE 2005 1.PROFIT AND LOSS ACCOUNT The Company has dispensed with preparing a profit and loss account for the sixmonth period to 30 June 2005 as there has been no financial activity giving riseto a profit or loss in the period. 2.BALANCE SHEET The balance sheet as at 30 June 2005 is as shown in note 6 column (a). 3.CASH FLOW STATEMENT The Company has not prepared a Cash Flow Statement for the six month period to30 June 2005. The only monetary transaction in the period was a receipt of £74,998representing the amount outstanding in respect of share capital. 4.SHARE CAPITAL On 24 May 2005, the authorised share capital of the Company was increased from£1,000,000 to £4,000,000 by the creation of 3,000,000 ordinary shares of £1each. Each share, (issued and unissued) was divided into 200 ordinary shares of0.5p per share. 5.POST BALANCE SHEET EVENTS On 20 July 2005 the Company acquired the entire share capital of TeleMessage Ltdin return for the issue of 65,380,000 ordinary shares of 0.5p in the Company ata price of 5p per share credited as fully paid together with 25,000,000 warrantsto purchase ordinary shares of 0.5p at 5p per share. Deferred consideration is also payable dependent on the level of profits ofTeleMessage Ltd for the period from 1 July 2005 to 31 July 2007 up to a maximumof a further 90,000,000 new ordinary shares of 0.5p each. The Company raised just under £1,175,000 (net of expenses and excluding VAT) byway of a placing of 30,000,000 ordinary shares and 10,000,000 warrants at aprice of 5p per placing share following which the Company was admitted totrading on AIM on 3 August 2005. 6.PRO FORMA STATEMENT OF THE GROUP'S NET ASSETSAS ADJUSTED FOR THE SUBSEQUENT SHARE ACQUISITION AND PLACING The following unaudited pro forma statement of net assets of the Group followingthe acquisition of the Subsidiary and the Placing has been prepared forillustrative purposes only and is based on the AIM Admission Document dated 27July 2005 to provide information about the impact of the acquisition of theSubsidiary and the Placing on the Group. It has been prepared on the basis thatthe acquisition of the Subsidiary and the Placing were undertaken as at 31December 2004 and on the basis set out in the notes below: Adjustments ------------------------------------------ The TeleMessage Capitalisation Placing Pro form Company as Ltd as at 31 of convertible proceeds and net asset at 30 June December loans (note c) acquisition of of the 2005 (note 2004 (note TeleMessage Ltd Group a) b) (note d) £ £ £ £ £Non currentassets - 106,463 - 7,718,713 7,825,176CurrentassetsCash 100,000 73,443 - 1,175,000 1,348,443Other currentassets - 68,924 - - 68,924 100,000 142,367 - 1,175,000 1,417,367Total 100,000 248,830 - 8,893,713 9,242,543assets CurrentliabilitiesConvertibleloans - (390,136) 390,136 -Other currentliabilities - (109,548) - - (109,548) - (499,684) 390,136 - (109,548)Non-CurrentliabilitiesConvertibleloans - (1,560,001) 1,560,001 -Othernon-currentliabilities - (88,995) - - (88,995) - (1,648,996) 1,560,001 - (88,995)Totalliabilities - (2,148,680) 1,950,137 - (198,543) Net assets(liabilities) 100,000 (1,899,850) 1,950,137 8,893,713 9,044,000 Notes:The unaudited pro forma statement of net assets has been prepared on thefollowing basis: a.The net assets of the Company are as stated as at 30 June2005. Adjustments: The financial position of TeleMessage Ltd and its subsidiary which have beenincluded in the above statement have been extracted from their audited financialstatements originally expressed in US Dollars as at the 31 December 2004. Theamounts have been converted into pounds Sterling at the b. Prior to completion of the acquisition of TeleMessage Ltd., the convertible loans in TeleMessage Ltd.'s balance sheet were converted into Series C Preferred Shares in TeleMessage Ltd and subsequently on the 21 July 2005 these shares were converted into ordinary shares. The adjustment is based on the amount outstanding at 31 December 2004 although the actual amount converted is likely to be different. c. This adjustment represents the gross proceeds of the Placing of £1.5m less estimated expenses of £325,000 and the acquisition of TeleMessage Ltd. Goodwill arising on the acquisition has been capitalised and is calculated as follows: £ Cost of acquisition 7,769,000 TeleMessage Ltd.'s net liabilities at 31 December 2004 1,899,850 Convertiable loans capitalised (1,950,137) Pro forma goodwill 7,718,713 a) The cost of the acquisition is based on the initial consideration of 65,380,000 ordinary shares of 0.5p each of the company plus the maximum amount of the deferred consideration of 90,000,000 ordinary shares of 0.5p each of the Company multiplied by the Issue Price of 5p. b) TeleMessage Ltd.'s net liabilities at 31 December 2004 have been adjusted for the conversion of the convertible loan stock into Series C Preferred Shares in TeleMessage Ltd. which occurred prior to completion of the acquisition. c) No adjustments have been made to reflect any fair value adjustments to TeleMessage Ltd.'s net assets. d. No adjustments have been made to reflect the trading results of TeleMessage Ltd. since 31 December 2004. 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