Joint Venture


 

TIDMVYKE 
 
RNS Number : 1642P 
Vyke Communications PLC 
12 July 2010 
 

                                                                    12 July 2010 
 
                            Vyke Communications plc 
                                    ("Vyke") 
 
                 Joint Venture Agreement and Warrant Instrument 
 
·     Joint Venture Agreement to accelerate growth and development 
 
·     Access to market and sell services to new customers 
 
·     Expand Vyke in the US 
 
·     Joint Venture Agreement provides partner a target of generating US$100 
million of new revenues for Vyke in first year and EBITDA in excess of US$1.5 
million 
 
·     Warrant Instrument will result in partner being issued with Vyke shares 
based on revenue and EBITDA performance levels 
 
·     Additional board members to be appointed from partner in due course 
 
The Board of Vyke Communications plc (AIM: VYKE) is pleased to announce that 
Vyke has entered into a joint venture agreement with Bonjour Europe Limited, a 
wholly owned UK subsidiary of BLS TEL Holdings LLC, and its affiliates 
("Bonjour") relating to the future operations of Vyke (the "Joint Venture 
Agreement") together with a Warrant Instrument (as defined below) (together the 
"Agreements"). The Agreements are conditional upon, amongst other things, Vyke's 
shareholder approval and a circular to Vyke's shareholders will be sent out over 
the next few days. 
 
Bonjour is part of a group of companies which provide telecommunication products 
and services across the globe, focusing on the emerging US and international 
markets for mobile and international calling, managing over one billion minutes 
annually. The Bonjour group currently has carrier, mobile and distribution 
operations in the US and Africa and is expanding its reach to Europe through the 
Joint Venture Agreement. Bonjour intends to use its relationships and market 
position to expand the reach of the Vyke technology and products and services. 
More information on BLS TEL Holdings LLC can be found at 
http://www.blstel.com/index.html. 
 
The Board of Vyke considers the transaction with Bonjour to be a unique 
opportunity for Vyke to accelerate its growth and development in existing and 
new markets. The management team of Bonjour and its affiliates have considerable 
experience in running telecoms companies both in the US and worldwide and the 
Board of Vyke believes that, in time, a number of synergies and cost saving 
measures will be identified and implemented as a result of the relationship. 
 
As described below, the Board of Vyke is optimistic about the transaction with 
Bonjour and have been able to structure it in such a way that Bonjour is 
rewarded only upon performance and delivery set out below. 
 
The Joint Venture Agreement provides, inter alia, that Bonjour will utilise its 
relationships and its experience to assist Vyke with management of its 
operations and the generation of new synergistic and complimentary revenue 
streams for Vyke. The Joint Venture Agreement provides Bonjour with a target of 
generating US$100 million of revenue for Vyke for the 12 months to 30 June 2011 
and contributing to the EBITDA of Vyke solely through Bonjour operations during 
this period in excess of US$1.5 million. In working towards achieving these 
targets, Bonjour is entitled to utilise such of the assets of Vyke as it 
considers to be appropriate and Bonjour has also granted Vyke the right to 
market to and sell services to a list of approximately 800,000 customers who 
have previously purchased telecommunications products and services from 
Bonjour's affiliates. 
 
As consideration for Bonjour's services under the Joint Venture Agreement Vyke 
has entered into a warrant instrument pursuant to which Bonjour has been granted 
warrants (the "Warrants") to subscribe for such a number of new ordinary shares 
of 1 penny each in the capital of Vyke as will result in Bonjour being issued 
with the percentage of issued share capital of Vyke as is shown in column (3) of 
the table below (calculated on a fully diluted basis taking into account all 
agreements entered into at or before completion of the Joint Venture Agreement 
under which Vyke may be required to issue shares to any third party but not any 
agreements or commitments entered into by Vyke after that date) (the "Warrant 
Shares") conditional upon the relevant sales revenue and EBITDA targets (subject 
to various deductions and prepared in accordance with IFRS) for the 12 months 
following the date of the Joint Venture Agreement shown in columns (1) and (2) 
respectively of the table below: 
 
+---------------+---------------+----------+ 
| Vyke turnover | EBITDA        | % of     | 
| (US$m) (1)    | generated for | issued   | 
|               | Vyke solely   | share    | 
|               | through       | capital  | 
|               | Bonjour       | of Vyke  | 
|               | operations    | (3)      | 
|               | (US$m) (2)    |          | 
+---------------+---------------+----------+ 
| 60            | 0.25          | 34       | 
+---------------+---------------+----------+ 
| 80            | 0.75          | 45       | 
+---------------+---------------+----------+ 
| 90            | 1             | 48       | 
+---------------+---------------+----------+ 
| 100           | 1.5           | 51       | 
+---------------+---------------+----------+ 
 
On exercise of the Warrants, the Warrant Shares issued to Bonjour will be 
credited as fully paid by Vyke. In the event that the maximum number of Warrants 
are not granted to Bonjour pursuant to the table above, Bonjour shall 
nevertheless be entitled to be granted the balance of the Warrants conditional 
upon meeting the outstanding sales revenue and EBITDA targets (subject to 
various deductions and prepared in accordance with IFRS) shown in columns (1) 
and (2) respectively of the table above in either of the 12 months following 1 
July 2011 or 1 July 2012. 
 
In addition to those conditions outlined above, the Agreements are also 
conditional upon the consent of Vyke's shareholders to the issue of the Warrant 
Shares free from any pre-emption rights as well as any and all consents that are 
required pursuant to the AIM Rules for Companies, the Companies Act 2006 and the 
Takeover Code (to the extent required) Bonjour is entitled to appoint up to four 
additional directors to the board of Vyke, provided always that each appointment 
is subject to the prior approval of Vyke. Further announcements will be made in 
relation to these appointments at the appropriate time. 
 
Following the issue of the Warrant Shares, Bonjour has agreed to enter into a 
lock-in agreement restricting it from selling the Warrant Shares for the first 
year following their issue (other than those sold to fund any tax liability 
arising from the exercise of the Warrants by Bonjour in which case all such 
shares shall be sold through Vyke's broker, Allenby Capital). 
 
Further announcements will be made at the relevant time. 
 
Allenby Capital Limited's fees for introducing Bonjour to Vyke will be satisfied 
by the issue of shares in Vyke (credited as fully paid). 
 
Jørgen Peter Rasmussen, Non-Executive Chairman, said: "This transaction with 
Bonjour represents a key development in the history of Vyke. Bonjour, through 
its affiliates in the BLS TEL Holdings LLC group, is an established telecoms 
provider and the management team has considerable experience in running telecoms 
companies both in the US and worldwide. The Board of Vyke believes that this 
transaction will enable Vyke to accelerate its growth and development plans." 
 
Given that the place of central management and control of Vyke is not in the UK, 
Channel Islands or Isle of Man, the Company wishes to make shareholders aware 
that it is no longer subject to the provisions of the Takeover Code. 
 
                                  ----ends---- 
 
 
        - For further information please contact: Vyke Communications plc 
 
+-----------------------------+-------------------------------+ 
| Vyke Communications         |             +44 20 7732 3666  | 
| Tommy Jensen, CEO           |                               | 
+-----------------------------+-------------------------------+ 
|                             |                               | 
+-----------------------------+-------------------------------+ 
| Allenby Capital Limited     |              +44 20 3328 5656 | 
+-----------------------------+-------------------------------+ 
| Nominated Adviser and joint |                               | 
| broker                      |                               | 
| Brian Stockbridge / Alex    |                               | 
| Price                       |                               | 
+-----------------------------+-------------------------------+ 
|                             |                               | 
+-----------------------------+-------------------------------+ 
|                             |                               | 
+-----------------------------+-------------------------------+ 
| Threadneedle Communications |             +44 20 7653 9850  | 
|                             |                               | 
+-----------------------------+-------------------------------+ 
| Graham Herring / Josh Royston                               | 
+-----------------------------+-------------------------------+ 
 
 
About VYKE 
 
Vyke Communications plc is a leading mobile Voice over Internet Protocol 
("VoIP") provider and has offices in the UK, Norway, USA, Iceland and Malaysia. 
The strategic goal of Vyke is to combine its expertise in VoIP-based 
communication systems, mobile data service creation/handset technology and 
wholesale carrier network management to provide a converged communication 
solution. Vyke's current set of mobile-oriented products offers up to a 98% 
discount compared to current typical mobile operator pricing structures. 
 
About VYKE MOBILE IP 
 
Vyke Mobile IP is the leading mobile-oriented Voice over IP (VoIP) service 
offering users up to 98% discount compared to typical mobile operator pricing 
structures. One of the first mass market mobile VoIP services, launched in April 
of 2006, Vyke Mobile IP features mobile oriented sign-up steps, automatic 
configuration services and pricing. 
 
About the VYKE product suite 
 
The Vyke suite of communication products features advanced services providing 
users with low cost, mobile operator/fixed line provider independent ways of 
making voice calls and sending text messaging from the mobile phone, PC and 
internet. 
 
Please visit www.vyke.com 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCKKDDBQBKDOOD
Vyke Communications (LSE:VYKE)
過去株価チャート
から 4 2024 まで 5 2024