Synchronica plc

Synchronica plc

September 21, 2010 17:23 ET

Synchronica plc Listing on TSX Venture Exchange

TORONTO, ONTARIO--(Marketwire - Sept. 21, 2010) - Synchronica plc ("Synchronica"), the international provider of next-generation mobile messaging services, announces that its ordinary shares (the "Shares") have been accepted for listing on the TSX Venture Exchange ("TSXV"). Trading in Synchronica's Shares on the TSXV will commence tomorrow, 22nd September 2010.

Commenting on the listing, Carsten Brinkschulte, CEO of Synchronica, said: "We are delighted to add the TSXV listing to our AIM listing. The increased liquidity, which we believe the TSXV listing will bring, will be of value to all of our shareholders. We look forward to continuing to work with our UK shareholders and developing our relationship with North American shareholders."

At the time of listing, 92,109,261 Shares of Synchronica will be issued and outstanding, including:

  1. 14,590,767 Shares issued in connection with the acquisition of iseemedia Inc. ("iseemedia") under a takeover bid commenced on 22nd July 2010 (the "Bid");

  2. 8,956,660 Shares issued to subscribers in a private placement of subscription receipts by iseemedia that will close on 22nd September 2010 (pursuant to which the subscription receipts are exercised for securities of iseemedia that are automatically tendered to the Bid and then automatically acquired by Synchronica in exchange for securities of Synchronica under the terms of the Bid); and

  3. 7,782,481 Shares issued to subscribers in a private placement of units by Synchronica to subscribers in the U.K. that will close on 22nd September 2010.

In addition, the following warrants will be issued in connection with the transactions described above:

  1. 1,981,315 warrants issued under the Bid in exchange for warrants of iseemedia tendered to the Bid, each warrant being exercisable to purchase one Share of Synchronica at a price of £0.7718 per Share until 11th December 2011;

  2. 8,956,660 Synchronica warrants issued to subscribers in a private placement of subscription receipts by iseemedia that will close on 22nd September 2010, each Synchronica warrant being exercisable for one Share of Synchronica at a price of £0.2894 per Share for a period of 36 months from closing;

  3. 7,782,481 warrants issued to subscribers in a private placement of units by Synchronica to subscribers in the U.K. that will close on 22nd September 2010, each warrant being exercisable for one Share of Synchronica at a price of £0.2894 per Share for a period of 36 months from closing; and

  4. broker warrants exercisable to purchase 895,666 units of Synchronica for a period of 36 months from closing at a price of $0.3349 per unit (payable in U.K. pound sterling), each unit being comprised of one Synchronica share and one warrant exercisable to purchase one share of Synchronica for a period of 36 months from closing at a price of $0.4465 per share (payable in U.K. pound sterling).

Synchronica has taken up all shares tendered to the Bid up to 15th September 2010. This acquisition allowed Synchronica to gain control of iseemedia. As previously announced, in an effort to acquire at least 90 percent of iseemedia and further expedite a second-stage going private transaction, Synchronica has extended the Bid to 17:00 on Friday, 24th September 2010. This extension will provide additional time for those current shareholders and warrant holders of iseemedia who have not deposited their securities to the Bid to do so. During the extension period, subject to securities law requirements, Synchronica may, in its discretion, take up any additional shares or warrants deposited in accordance with the Bid's terms.

About Synchronica plc

Synchronica plc is a leading developer of next-generation mobile messaging solutions based on open industry standards. The award-winning product portfolio includes the flagship product Mobile Gateway, providing push Email, synchronization, instant messaging (IM), backup and restore, and mobile connectivity to social networks. Synchronica's products are white-labelled and offered by mobile operators and device manufacturers in emerging and developed markets to provide mass market messaging services, increasing data revenues and reducing churn.

Synchronica Mobile Gateway provides a unique multi-protocol gateway combining Push IMAP, SyncML, ActiveSync, Email-to-MMS, and Email-to-SMS, delivering messaging services to literally any mobile phone currently in the market without requiring an additional client to be downloaded. Expanding instant messaging to mobile devices, Mobile Gateway establishes carrier-branded IM communities, using the industry standard XMPP and provides gateways to popular internet IM communities, connecting any IMPS-enabled handset.

Headquartered in England, Synchronica also maintains development centres in Germany and the Philippines in addition to a regional presence in the USA, Hong Kong, Madrid and Dubai. Synchronica plc is a public company traded on the AIM list of the London Stock Exchange (AIM:SYNC). For further information, please visit www.synchronica.com.

Cautionary Statement:

The foregoing information may contain forward-looking statements relating to the future performance of Synchronica plc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from Synchronica's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by Synchronica with the TSX Venture Exchange and securities regulators. Synchronica does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Contact Information

  • Synchronica plc
    Carsten Brinkschulte
    CEO
    +44 (0) 7977 256 406
    or
    Synchronica plc
    Angus Dent
    CFO
    +44 (0) 7977 256 347
    or
    Synchronica plc
    Nicole Meissner
    COO
    +44 (0) 7977 256 412
    www.synchronica.com
    or
    finnCap
    Clive Carver
    Nomad
    +44 (0) 20 7600 1658
    or
    finnCap
    Charlotte Stranner
    Corporate Finance
    +44 (0) 20 7600 1658
    or
    finnCap
    Stephen Norcross
    Corporate Broker
    +44 (0) 20 3207 3211
    or
    Walbrook PR Ltd
    Paul McManus
    +44 (0) 20 7933 8787 or +44 (0) 7980 541 893
    paul.mcmanus@walbrookpr.com