Acquisition and Placing
29 Fevereiro 2008 - 9:27AM
UK Regulatory
FOR IMMEDIATE RELEASE
29 February 2008
PNC TELECOM PLC
("PNC" or the "Company")
Acquisition and Placing
The Board of PNC announces that it has today acquired the entire issued share
capital of Specs and Lenses Limited ("S&L"), a newly incorporated company which
has been established to develop an internet and retail consumer offering of
optical glasses. The acquisition will be developed alongside PNC's existing
consumer products business, comprising the sale of mobile phone handsets. The
total consideration comprises 185,000,000 new PNC ordinary shares of 0.01p each
("Consideration Shares") to be issued to the vendor of S&L, Bade Finance
Limited ("Bade Finance") which, based on the closing middle market price of a
PNC ordinary share of 0.01p each ("Ordinary Share") on 28 February 2008, values
S&L at approximately �508,750 and will represent 27.9 per cent. of the enlarged
issued share capital of the Company.
S&L is a newly incorporated company, established in 2007 by Bade Finance, a
company wholly-owned by James Alan Berryman, who has over 40 years experience
within the optical business in both manufacturing and retailing. S&L plans to
develop its business by combining a town centre presence with outlet shopping
mall locations, "out of town" superstores and "in town" satellite stores and
offering through its website, www.specsandlenses.co.uk. The Directors of PNC
believe that an ageing profile in the UK population together with the growing
designer fashion glasses trend provides an attractive opportunity for S&L.
S&L has also entered into a fulfilment agreement with Premier Optical Services
Limited ("POSL"), a company wholly-owned by James Berryman, which will fulfill
the on-line orders generated by the website. The fulfilment agreement is on
arms length commercial terms. S&L's first retail outlet will be located at No.
3 Tacket Street, Ipswich IP4 1AU and comprises 123 square metres of retail
space. S&L has entered into a five year lease agreement to sub-let the Tacket
Street outlet from Premier Optical Services (Properties) Limited, a company
wholly-owned by James Berryman, at a rent of �25,000 per annum, subject to a
three year review. The Board is reviewing additional retail outlets in the
South of England.
S&L has not yet traded. As at the date of acquisition, S&L's assets amount to �
140,000 comprising stock, equipment, the website and associated intellectual
property.
The vendor, Bade Finance Limited, has undertaken not to dispose of any of the
Consideration Shares issued to it as for a period of twelve months after
Admission to AIM. The Lock-in agreements shall not apply to a disposal made:
(a) in acceptance of a general offer for the whole of the issued equity share
capital of the Company (other than any equity share capital held by or
committed to the offeror and/or persons acting in concert with the offeror)
made in accordance with the City Code or the provision of an irrevocable
undertaking to accept such an offer;
(b) pursuant to any compromise or arrangement under Section 425 of the
Companies Act 1985 providing for the acquisition by any person (or group of
persons acting in concert) of 50 per cent. or more of the equity share capital
of the Company and which compromise or arrangement has been sanctioned by the
courts;
(c) under any scheme or reconstruction under Section 110 of the Insolvency Act
1986 in relation to the Company;
(d) to a disposal by the personal representatives of the covenantor if the
covenantor shall die during the period of such restrictions provided that
the sale of any shares in the Company by such personal representatives
pursuant to this sub-clause during such period shall be effected in
accordance with the reasonable requirements of the Company so as to ensure
an orderly market for the issued share capital of the Company; or
(e) pursuant to any sale or transfer required by an order made by a court with
competent jurisdiction.
The vendor has further undertaken that any disposal of Consideration Shares
between the first and the second anniversary of the acquisition of S&L will be
made through the Company's broker in such orderly manner as the Company's
broker reasonably determines.
The Company has also today placed 210,000,000 new Ordinary Shares at a placing
price of 0.1p per Ordinary Share with a number of institutional investors. The
total proceeds of the placing of the Placing Shares, which after expenses
amounts to �190,000, will be used to provide additional working capital for
PNC.
Application will be made for the Consideration Shares and the Placing Shares to
be admitted to trading on AIM which is expected to become effective on 6 March
2008.
Enquiries:
PNC Telecom Plc Tel: +44 (0) 20 7251 3762
Leo Knifton
Beaumont Cornish Limited Tel: + 44 (0) 20 7628 3396
Roland Cornish
ENDS
END
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