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Pin to quick picksTern Regulatory News (TERN)

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Further re: Publication of Circular & Notice of GM

9 Aug 2013 07:00

RNS Number : 3255L
Silvermere Energy PLC
09 August 2013
 



9 August 2013

 

Silvermere Energy Plc

("Silvermere" or "the Company")

 

Further re: Publication of Circular & Notice of General Meeting

 

Proposed Cloud & Mobile Commercialisation Strategy and change of name

 

Further to the announcement dated 31 July 2013, at the General Meeting convened by the Company to be held at 11.00 a.m. on 16 August 2013 at the offices of Peterhouse Corporate Finance Limited, 31 Lombard Street EC3V, 9BQ (which will follow the meeting of creditors to consider the Company Voluntary Arrangement at 10.30am on 16 August 2013), the shareholders will be asked to consider and, if thought fit, approve the Proposals as set out in the shareholder circular which has been published on the Company's website.

 

The Proposals are as follows:

 

·; Disposal of the Mustang Asset, the Company's sole commercial asset held via its subsidiary, by transfer to Dominion in full and final settlement of all monies owed between them and of any future liabilities;

·; A Capital Reorganisation of the Company's share capital which results in the sub-division of each Existing Ordinary Share into one New Ordinary Share of £0.00001 each and one New Deferred Share of £0.00099 each;

·; The Company Voluntary Arrangement to resolve to issue 69,090,144 New Ordinary Shares to preferential and unsecured creditors, estimated at £1,192,635;

·; A conditional Subscription of £200,000 zero coupon, unsecured Convertible Loan Notes and Placing of 43,478,261 New Ordinary Shares to raise £300,000 (before expenses);

·; The implementation of a new Investing Policy focused on Cloud and Mobile Commercialisation; and

·; A change of name to Tern PLC.

 

Latest time and date for receipt of Forms of Proxy in respect of the General Meeting is 11.00 a.m. on 14 August 2013.

 

Tern, the investment group, will be providing the funding for the proposed CVA process by the investment of £300,000 for working capital post the General Meeting. This investment is made with the full support of Board of Silvermere and major creditors.

 

Post the General Meeting, assuming approval of the Resolution, the Company will:

 

·; change its name to Tern PLC;

·; have a new Board and senior management with significant experience of investment and TMT (Technology, Media and Telecommunications) commercialisation;

·; seek to acquire revenue producing "proven" technology companies;

·; seek to expand any such acquisitions' UK and international sales;

·; seek to maintain minimal capital requirements for value growth by way of Tern board/management experience; and

·; focus on cloud and mobile telecommunication businesses.

 

The full investing policy is set out in the announcement dated 31 July 2013.

 

The newly structured and funded Tern PLC, will have a new Board consisting of directors and senior management with significant experience in investment, TMT commercialisation strategies companies (IBM and Anite), Plc corporate governance and experience in capital markets. The Tern management is investing £300,000 of their own money, by way of a subscription of Convertible Loan Notes and the Placing Shares, to meet first stage working capital requirements and will be making Tern PLC their primary activity.

 

Following the General Meeting, Tern PLC will seek to acquire established software businesses with revenue and to add value by improving capital efficiencies and building sales and marketing strategies to increase market penetration. The intention is to focus on cloud, internet and mobile businesses which could benefit from improvement to their business model, growth in sales and distribution in overseas markets.A series of primary targets have been identified by Tern and the Tern management will be focused on progressing a transaction in swift and an efficient manner.

 

The market for IT is changing creating opportunities for disruptive technologies as more and more users change the way they work, utilising the cloud and mobile applications. There are many new requirements for instance billing systems, security as data moves outside firewalls, a wide range of applications, automating a wide range of processes to drive business efficiencies. Also, new methods of charging are being introduced for example pay per transaction rather than annual or perpetual licence - which offers high returns for software companies.

 

IT businesses which are technically excellent may not have the management and sales and marketing skills to fully exploit their opportunity. The new Board and senior management plan to acquire established IT companies, with their own Intellectual Property, and participate in developing and expanding them both in the UK and overseas accelerating value s before exiting through a sale or flotation, then returning value to shareholders.

 

The new Board and senior management intend to build a small portfolio of companies it wholly owns or controls and provide hands on operational development experience to its companies' managements. The experienced management team plans to take advantage of a structural change in the market for IT services, it offers high margins, relatively low cash requirement and potentially high exit values in short timescales.

 

Defined terms within this announcement have the same meanings as defined in the shareholder circular dated 31 July 2013.

 

Enquiries:

 

Silvermere Energy plc

Andy Morrison, Chief Executive

Tel: 07980 878 561

Tern

Angus Forrest

Tel: 07973 561232

Sanlam Securities (Nominated Adviser and Joint Broker)

Tel: 020 7628 2200

Lindsay Mair/Scott Mathieson/Catherine Miles

Peterhouse Corporate Finance Limited (Joint Broker)

Tel: 020 7469 0937

Jon Levinson

 

Bishopsgate Communications Tel: 020 7562 3350

Nick Rome

 

This Announcement contains certain forward-looking statements which relate to future events. Such forward- looking statements reflect the Directors' current beliefs, are based on information currently available to the Directors and are based on reasonable assumptions at this date. While the Directors make these forward-looking statements in good faith, neither the Company nor its Directors can guarantee that any anticipated future results will be achieved.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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