TIDMNSV
RNS Number : 2148L
NetServices PLC
04 May 2010
30 April 2010
NetServices PLC
("NetServices", the "Company" or the "Group")
Proposed Disposal of WAN Services Limited and the trade and assets of
NetServices plc,
Adoption of Investing Policy and
Change of name to Accumuli plc
and
Notice of General Meeting
HIGHLIGHTS
· NetServices has conditionally agreed the proposed disposal of WAN Services
Limited and the trade and assets of NetServices plc to GCI Telecom Group Limited
for a total cash consideration of GBP3.2 million
· General Meeting convened for 18 May 2010 to seek Shareholders' approval as
this Disposal would result in a fundamental change of business by the Group
according to Rule 15 of the AIM Rules
· On Completion, it is proposed that the Company's name should be changed to
Accumuli plc
· Shareholders, who are interested, in aggregate, in 17,546,817 Ordinary
Shares, representing approximately 53 per cent. of the Company's issued share
capital, have irrevocably undertaken to vote in favour of the Resolutions
· The Company has despatched a circular to Shareholders setting out the
reasons for, and principal terms of the Disposal, and also details of the
Company's proposed investing policy following Completion, and to seek
Shareholders' approval in accordance with Rule 15 of the AIM Rules and for the
proposed change of name
Graham Norfolk, Chairman of NetServices, commented:
"The Board believes the disposal of the business to GCI Telecom Group Limited is
the best way forward for the Company and its shareholders.
"At the Preliminary results in November 2009, we reported the various successes
of the business, including becoming a Cisco Premier Partner. However, despite a
significant restructuring and a refocused strategy, revenues were difficult to
predict and were taking time to come through. Therefore, we believe the assets
of the business will perform better within the larger GCI group.
"Following Completion, and with GBP3.2 million consideration, we are proposing
an investing policy to acquire companies operating in the fast growing IT
services, technology and communications sectors. This is an area where Ian
Smith, one of our Directors has significant experience, and we believe it has
attractive near term opportunities for Shareholders."
-Ends-
For further information, please contact:
+-----------------------+-------------------------+
| NetServices PLC | Tel No: 0870 753 0900 |
| | |
+-----------------------+-------------------------+
| Mark Vickers, Chief | |
| Executive | |
+-----------------------+-------------------------+
| Ian Winn, Finance | |
| Director | |
+-----------------------+-------------------------+
| | |
+-----------------------+-------------------------+
| Arbuthnot Securities | Tel No: 020 7012 2000 |
| Limited | |
+-----------------------+-------------------------+
| Tom | |
| Griffiths/Alasdair | |
| Younie | |
+-----------------------+-------------------------+
| | |
+-----------------------+-------------------------+
| TS Communications | Tel: 01565 872 478 |
| Melanie Miotte | Mob: 07890 022 814 |
| | m.miotte@btinternet.com |
+-----------------------+-------------------------+
| | |
+-----------------------+-------------------------+
Proposed Disposal of WAN Services Limited and the trade and assets of
NetServices plc,
Adoption of Investing Policy and
Change of name to Accumuli plc
and
Notice of General Meeting
Introduction
The Company announces that it has conditionally exchanged contracts for the
proposed disposal of WAN Services Limited and the trade and assets of
NetServices plc (subject to the exclusion of certain property assets and their
associated indebtedness, an investment in an unlisted business and net cash
balances) (the "Business") to GCI for a total cash consideration of GBP3.2
million. A General Meeting is to be held on 18 May 2010 to seek Shareholders'
approval for this disposal, as it would result in a fundamental change of
business by the Group pursuant to Rule 15 of the AIM Rules. The disposal of the
Business will also involve the sale of the trade name, "NetServices", and it is
therefore proposed that the Company's name should be changed to Accumuli plc.
As a result, the Company is required to issue a circular to Shareholders setting
out the reasons for, and principal terms of, the Disposal, and also details of
the Company's proposed investing policy following Completion, and to seek
Shareholders' approval therefore in accordance with Rule 15 of the AIM Rules. A
notice convening a General Meeting for 10.00 a.m. on 18 May 2010 to consider the
Resolutions is accordingly set out at the end of the circular which has been
sent to Shareholders. Shareholders, who are interested, in aggregate, in
17,546,817 Ordinary Shares, representing approximately 53 per cent. of the
Company's issued share capital, have irrevocably undertaken to vote in favour of
the Resolutions.
Set out below is further information in relation to the Disposal and the
Continuing Group's proposed investing policy following Completion.
Information on WAN Services Limited and the trade and assets of NetServices plc
being disposed of
WAN Services together with all NetServices' customer contracts, computer
equipment, supplier contracts and staff represent all, or substantially all, of
the Company's business and assets. The Business is a Cisco powered managed
services provider, focused on managed, business to business, unified networks.
It delivers innovative, integrated managed networking services focused around
its core Multi Protocol Label Switching ("MPLS") network.
The Business is Cisco accredited, providing experienced and knowledgeable
engineering and pre-sales consultancy services and PRINCE2 and ITIL qualified
project management and service delivery.
In the year ended 31 August 2009, the latest period for which audited accounts
have been published, the Business reported revenue of GBP5.9 million and a gross
profit of GBP2.4 million and as at 31 August 2009, had net assets of GBP0.05
million.
The Company has also announced its unaudited interim results for the six months
ended 28 February 2010. The Business reported revenue of GBP2.3 million and
gross profit of GBP0.8 million and as at 28 February 2010, it had negative net
assets of GBP0.2 million and cash of GBP0.1 million.
Background to and reasons for the Disposal
The Company's Ordinary Shares were admitted to trading on AIM on 8 March 2006.
The Company raised approximately GBP5.0 million (before expenses) through the
issue of 7,042,254 Ordinary Shares at 71p per share. In addition the placing
also comprised the sale of 8,450,704 Ordinary Shares to raise approximately
GBP6.0 million for the Company's founder, Andrew Hogan.
At the time of admission of the Company's Shares to AIM ("Admission"),
NetServices provided a range of network services, focused on broadband
connections and managed services. The Company operated a mixed sales
distribution strategy weighted towards an indirect business model selling
products and services through a customer base of wholesalers and resellers,
reselling to both small and medium sized enterprises ("SMEs") and telecom
companies. Following Admission, the Company's distribution base through which it
intended to distribute other services was significantly and adversely affected
by an intense broadband price and distribution war. A combination of customer
default, margin pressure from increases in costs that could not be passed on and
regulatory change led the Company to determine that it wished to strategically
withdraw from those customer contracts where it was incapable of generating the
required rate of return. Subsequently, in May 2007, the Company sold
approximately 170 reseller contracts to 186k Ltd for a total cash consideration
of approximately GBP1.1 million.
The Business has in recent times focused on winning managed service business,
utilising its knowledge and expertise and its recently attained Cisco
accreditations. In the financial year ended 31 August 2009, the Company achieved
certification in the following areas:
· Cisco Master Managed Services Channel Program ("MSCP") Partner in
Connectivity and Security, one of only a handful of such partners in the UK;
· Cisco MSCP Host-Agent, which allows the Company to be used by
out-of-country MSCP Partners to provide UK services to its UK clients;
· Cisco Premier Partner; and
· Investors in People - bronze level.
The Cisco certification provides third party validation of the Group's skills,
access to significant discounts on hardware, access to Cisco marketing resources
and access to Cisco management to provide sales opportunities. In October 2009
the Business became accredited as a "White Label Network Operations Centre
("NOC") Provider" by Cisco.
In its audited results for the year ended 31 August 2009, the Company reported
revenue of GBP5.9 million reflecting the loss of a hosting contract and
attrition in its non-core revenue. Gross profit was GBP2.4 million and an EBITDA
loss of GBP0.1 million which produced an operating loss before non-recurring
costs of GBP0.3 million. The non-recurring costs related to a staff redundancy
programme, the write-off of legacy networking equipment and professional fees
relating to a strategic review of the business. At 31 August 2009, the Group had
GBP0.6 million gross cash balances.
Since the release of its full year results, the Company has completed a
subscription by one of its Shareholders, Ian Smith, the Executive Chairman of
Avisen plc, another AIM quoted company, and former Chief Executive of Xploite
plc. Mr Smith invested GBP0.1 million at 3.5p per share and at the same time,
the Company granted Mr Smith an option exercisable for one year over GBP2
million of new Ordinary Shares at 8.7p per share to fund a suitable acquisition.
Mr Smith was appointed a Non-executive Director of the Company following his
investment.
Despite the Company's investment in its Cisco accreditation, it has continued to
struggle to convert its technical expertise into revenue generating
opportunities. In the Company's results for the year ended 31 August 2009, it
acknowledged that the Directors would continue to review strategic opportunities
to improve shareholder value.
As referred to above, the Company's unaudited results for the six months ended
28 February 2010, reported revenues of GBP2.3 million, gross profit of GBP0.8
million and loss before tax of GBP0.3 million, which is in line with
management's expectations.
The Directors believe that the Disposal is the optimum way to maximise
shareholder value. The aggregate cash consideration of GBP3.2 million is greater
than the Company's market capitalisation as at 29 April 2010, being the most
recent practicable business day prior to the date of this announcement. On
Completion, the Company will have net cash of approximately GBP3.2 million to
enable it to pursue its investing policy, further details of which are set out
below. Following Completion, it is intended that 29 employees will move to GCI
with the Business which constitutes all employees currently employed by the
Business excluding the non-executive Directors and Mark Vickers (Chief Executive
Officer), Ian Winn (Finance Director) and Alan Jarvis (Chief Information
Officer).
4. Principal terms and conditions of the Disposal
Under the terms of the Disposal Agreements, the Company has agreed to;
4.1 prior to Completion, transfer the trading business, supplier and
customer contracts selected employee contracts, assets and liabilities of
NetServices to NetServices UK a new company wholly owned by NetServices;
4.2 sell the entire issued share capital of WAN Services to GCI; and
4.3 sell the entire issued share capital of to NetServices UK to GCI
for total cash consideration of GBP3.2 million. The Disposal is conditional upon
the passing of the Disposal Resolution at the General Meeting.
The total cash consideration will be adjusted by reference to the Completion
Balance Sheet.
Following the Disposal and the expiry of a one month consultancy agreement for
the provision of consulting and support services to GCI, it is anticipated that
Mark Vickers, Alan Jarvis, and Steven Hartley, non-Executive Director, will step
down from the Board and leave the Company.
The Disposal also involves the sale of the trade name, "NetServices" to GCI,
which will therefore require the approval by Shareholders at the General Meeting
of a change of the Company's name to Accumuli plc.
5. Irrevocable Undertakings
The Company has received irrevocable undertakings from certain Shareholders
(including all of the Directors who hold Ordinary Shares) to vote in favour of
the Resolutions in respect of in aggregate 17,546,817 Ordinary Shares,
representing approximately 53 per cent. of the Company's issued share capital.
6. Investing policy
The Company will seek to identify further ways to create value for Shareholders
through acquisitions in the Information Communication Technology market. The
Board believes that there are attractive near term opportunities to acquire
assets, either quoted or non quoted, and through combining aligned businesses,
to create value through a combination of revenue growth and synergistic cost
savings.
In future, it is expected that Accumuli will operate as a holding company,
providing strategic and financial management to individual operating divisions.
These divisions will continue to be run independently with separate management,
thus enhancing future disposal potential. In order to achieve this, it is
anticipated that Ian Smith, non-Executive Director, will increasingly play a far
more active role in this strategy utilising his experience and contacts, with
support provided by Graham Norfolk, who will continue to operate as
non-Executive Chairman and Ian Winn who will remain as Finance Director in a
day-to-day executive role.
The investing strategy of the Company will be to acquire controlling stakes,
either through the issue of securities or for cash, in quoted and non-quoted
companies operating in the IT services, technology and communications sectors.
The acquisition strategy will be focused on a limited number of 'buy and build'
opportunities, with the intention of realising value for Shareholders through a
future exit.
As a result of the Disposal and in accordance with AIM Rule 15, the investing
policy must now be approved by Shareholders in general meeting and the Company
must implement the investing policy within 12 months of Completion, otherwise
trading in the Company's Ordinary Shares on AIM will be suspended in accordance
with AIM Rule 40. If following suspension of the Ordinary Shares in accordance
with AIM Rule 40, the Ordinary Shares have not been re-admitted to trading on
AIM within six months, the admission of the Ordinary Shares to trading on AIM
will be cancelled.
7. Unaudited Net Assets of the Continuing Group
Immediately after Completion, the unaudited net assets of the Continuing Group
are expected to be approximately GBP3.7 million, comprising an unlisted
investment, mortgaged properties and cash balances.
The above position is stated before the payment of any professional and other
costs associated with the Disposal, subsequent rationalising of the executive
management, Completion Balance Sheet adjustments (if any) required by the
Disposal Agreements and any corporate taxation which may become payable as a
consequence of the Disposal.
8. General Meeting
The Disposal constitutes a transaction by the Company resulting in a fundamental
change of business for the purpose of Rule 15 of the AIM Rules, and accordingly
each of completion of the Disposal, the adoption of the investing policy and the
change of name to be effective following Completion requires the consent of the
Shareholders in a general meeting.
The General Meeting has been convened for 10.00 a.m. on 18 May 2010 to be held
at the offices of Halliwells LLP, 3 Hardman Square, Manchester M3 3EB.
DEFINITIONS
+----------------+------------------------------------------+
| "AIM" | a market operated by London Stock |
| | Exchange plc |
+----------------+------------------------------------------+
| "AIM | the AIM Rules for Companies published by |
| Rules" | the London Stock Exchange from time to |
| | time (including, without limitation, any |
| | guidance notes or statements of |
| | practice) which govern the rules and |
| | responsibilities of companies whose |
| | shares are admitted to trading on AIM |
+----------------+------------------------------------------+
| "Arbuthnot | Arbuthnot Securities Limited, the |
| Securities" | Company's nominated adviser and broker |
+----------------+------------------------------------------+
| "Board" or | the board of directors of the Company |
| "Directors" | |
+----------------+------------------------------------------+
| "Business" | the Company's trade and assets and the |
| | shares in WAN Services which together |
| | form the assets being disposed of under |
| | the Disposal Agreements |
+----------------+------------------------------------------+
| "Cash | the cash consideration of approximately |
| Consideration" | GBP1.2 million payable by GCI pursuant |
| | to the Disposal Agreement for the |
| | purchase of all shares in NetServices UK |
| | and WAN Services |
+----------------+------------------------------------------+
| "Company" | NetServices plc |
| or | |
| "NetServices" | |
+----------------+------------------------------------------+
| "Completion" | completion of the Disposal, expected to |
| | be on 18 May 2010 |
+----------------+------------------------------------------+
| "Completion | means the combined balance sheet of WAN |
| Balance | Services and NetServices UK as at |
| Sheet" | completion of the Disposal Agreement |
+----------------+------------------------------------------+
| "Completion | means the statement showing the amount |
| Statement" | of cash, debt and working capital to be |
| | prepared, based on the financial |
| | information contained in the Completion |
| | Balance Sheet, and finalised in |
| | accordance with the Disposal Agreement |
+----------------+------------------------------------------+
| "Continuing | the Company following Completion |
| Group" | |
+----------------+------------------------------------------+
| "Disposal" | the proposed disposal of the Business |
| | pursuant to the terms and conditions of |
| | the Disposal Agreement |
+----------------+------------------------------------------+
| "Disposal | the conditional sale and purchase |
| Agreements" | agreements both dated 30 April 2010 |
| | between the Company and GCI relating to |
| | the Disposal |
+----------------+------------------------------------------+
| "Disposal | the resolution to be proposed at the |
| Resolution" | General Meeting to approve the Disposal |
+----------------+------------------------------------------+
| "GCI" | GCI Telecom Group Limited |
+----------------+------------------------------------------+
| "General | the general meeting of the Company |
| Meeting" | convened for 10.00 a.m. on 18 May 2010, |
| or "GM" | and any adjournment thereof |
+----------------+------------------------------------------+
| "Group" | the Company and its subsidiaries as at |
| | the date of this announcement |
+----------------+------------------------------------------+
| "NetServices | NetServices UK Limited, a newly formed |
| UK" | company set up for the purposes of |
| | acquiring the business and assets of the |
| | Company not held by WAN Services and to |
| | be sold to GCI pursuant to the Disposal |
| | Agreements |
+----------------+------------------------------------------+
| | |
+----------------+------------------------------------------+
| "Ordinary | ordinary shares of 0.25p each in the |
| Shares" or | capital of the Company |
| "Shares" | |
+----------------+------------------------------------------+
| "Resolutions" | the resolutions before Shareholders at |
| | the General Meeting |
+----------------+------------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
+----------------+------------------------------------------+
| | |
+----------------+------------------------------------------+
| "Total | the Cash Consideration plus the amount |
| Cash | required to settle the indebtedness of |
| Consideration" | Net Services UK and WAN Services to |
| | NetServices at Completion, subject at |
| | all times to this aggregate amount |
| | equalling GBP3.2 million |
+----------------+------------------------------------------+
"WAN Services" WAN Services Limited
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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