Zamano Regulatory News (ZMNO)

10 Dec 2009 07:00



Not for release, publication or distribution in or into the United States, Australia, Canada, the Republic of South Africa or Japan. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of its securities in the United States.

zamano PLC

("zamano", the "Company" or the "Group")

zamano to raise €2.5 million to accelerate growth

zamano, (AIM:ZMNO, IEX:ZAZ), a leading provider of interactive applications and services to mobile devices, is pleased to announce that it is close to finalising the terms for a placing of shares to raise approximately €2.5 million (before expenses) of new capital, to accelerate the execution of the Group's strategy. The funds will be raised through the placing of 13,888,889 new shares (the "Placing Shares") at a price of 18 cent (the "Placing Price") (the "Placing"). Following this announcement, the Company is expected to enter into a Placing Agreement with NCB Stockbrokers Limited who expect to place the Placing Shares with The Ulster Bank Diageo Venture Fund (managed by NCB Ventures). A further announcement will follow in due course.

Background to and reasons for the Placing

On 23 September 2009, as part of its interim results announcement, zamano stated that a process had been initiated at Board level to identify investment opportunities to accelerate the Group's growth plans and to capitalise on its strengths. 

Two such investment areas were identified. 

Firstly, the rapidly growing demand for smartphone applications presents a major opportunity for zamano with the market for applications expected to grow approximately four fold to €16 billion by 2013 (Source: Wireless Expertise). zamano is putting in place a dedicated smartphone application team to capitalise on this development in the market.

Secondly, mobile advertising is set to grow by fifteen fold to €15 billion by 2013 (Source: Gartner). The substantial increase in the availability of mobile advertising provides zamano with new opportunities to advertise and interact with target users in existing and new territories.

The proposed fundraising will enable zamano to capitalise on the developments in the industry, and the funds will be used for the following:

to execute its strategy to develop a suite of smartphone applications to address this rapidly growing market;

to fund expansion into new territories and hire skilled development staff to execute the strategy; and

to reduce gross debt by €1.0 million, further strengthening the balance sheet.

John O'Shea, CEO of zamano, added: "The Placing will put zamano in a strong position as we enter 2010, with a strengthened balance sheet and the capacity to execute our strategy in an exciting new market for the Group.

"We look forward to working with The Ulster Bank Diageo Venture Fund, and our existing supportive shareholders, to take the Group to the next stage of its development.

"Finally, the Board remains comfortable with market expectations for profitability for the full year to 31 December 2009." 

Further Information on the Placing

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.1 cent each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the such shares after the date of issue of the Placing Shares.

It is expected that application will be made to The Irish Stock Exchange and the London Stock Exchange for the Placing Shares to be admitted to trading on the IEX Market of the Irish Stock Exchange ('IEX') and the AIM Market of the London Stock Exchange ('AIM') effective 23 December 2009 and dealings are expected to commence on the same date. Following the Placing there will be 94,962,911 ordinary shares of 0.1 cent each in issue in the capital of the Company. The Placing Shares will represent approximately 17.1 per cent. of the existing issued share capital of the Company and approximately 14.6 per cent. of the enlarged share capital of the Company.

The Placing will be conditional, inter alia, upon admission of the Placing Shares to trading on IEX and AIM and no material change in the circumstances of the Company having occurred prior to admission of the Placing Shares (pursuant to the terms of the Placing Agreement).

The Placing will be at a discount of approximately 5.3 per cent. to the official closing price of the ordinary shares of the Company of 19 cent per share, as derived from the daily official list of the Irish Stock Exchange on 9 December 2009, being the latest date prior to the announcement of the proposed Placing.

- Ends -

For further information, please contact:

Media enquiries:

NCB Stockbrokers Limited (which is regulated in Ireland by the Irish Financial Services Regulatory Authority) is acting exclusively for zamano and for no one else in connection with the Placing and will not be responsible to anyone other than zamano for providing the protections afforded to clients of NCB Stockbrokers Limited or for providing advice in relation to the Placing or on any matter referred to herein.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Placing Shares to be issued or sold in connection with the proposed Placing.

The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended), or under the securities legislation of any state of the United States of America or of any province or territory of Canada, Australia, Japan or the Republic of South Africa.  No public offering of securities of zamano will be made in connection with the Placing in Ireland, the United Kingdom, the United States or elsewhere. Subject to certain exceptions, the Placing Shares may not be directly or indirectly offered, sold, transferred, taken up or delivered in, into or from the United States, Canada, Australia, Japan or the Republic of South Africa or their respective territories or possessions. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa and any person receiving this announcement (including custodians, nominees and trustees) must not distribute or send it in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa. This announcement has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. This announcement has not been examined or approved by The Irish Stock Exchange, The Financial Services Authority, the London Stock Exchange or any other regulatory authority.