Zamano PLC Final Results (3740M)
April 27 2018 - 4:05AM
UK Regulatory
TIDMZMNO
RNS Number : 3740M
Zamano PLC
27 April 2018
zamano PLC
('zamano', the 'Company' or the 'Group')
Final Results and Proposed Reverse Take Over Transaction
zamano PLC (AIM:ZMNO, ESM:ZAZ), has today announced results for
the 12 months ended 31 December 2017.
These audited results for the year ended 31 December 2017
reflect six months operating activities and zamano's status as a
cash shell investing company since 30 June 2017.
In my Acting Chairman's statement issued in conjunction with the
release of zamano plc's audited accounts for the year ended 31
December 2016, I highlighted the significant negative impact on the
Group's ongoing premium rate business activities as a result of
changes introduced by the mobile network operators to the
subscriber sign-up process during the last quarter of 2016. These
changes in the subscriber acquisition process caused the Board to
take immediate action to protect the interests of all stakeholders
culminating in the sale of all of zamano's operating business and
assets to Kilavan Holdings Ltd with effect from 30 June 2017. The
transaction was completed on 8 September 2017 following shareholder
approval at an extraordinary general meeting on 30 August 2017.
As a result of this transaction, zamano is classified as a cash
shell under AIM Rule 15 and an investing company under the ESM
rules. The Group's audited results for the year ended 31 December
2017 therefore reflect six months operating activities and zamano's
status as a cash shell investing company since 30 June 2017.
Additionally, on 6 March 2018, we announced that as zamano had not
completed a transaction which would enable it to restart trading
within a period of six months following completion of the disposal
of its trading activities, the Company's shares would be suspended
on both the AIM market of the London Stock Exchange and the ESM
market of the Irish Stock Exchange. The suspension took effect from
7.30am on 9 March 2018 and will continue until the Company
completes an appropriate transaction. In the event that the
Company's shares remain suspended for six months the admission of
the Company's securities to trading on AIM and ESM will be
cancelled.
For financial reporting purposes the entire business operations
of the Group represent a discontinued operation and all results are
displayed as such in the income statement and cash flow statements
for the year ended 31 December 2017. As part of the disposal of
operations effective on 30 June 2017, net liabilities of EUR982,000
were transferred together with cash and cash equivalents of
EUR1,537,000 giving a loss on disposal of EUR555,000. Adding direct
transaction costs associated with the disposal of EUR253,000
resulted in a total loss on the disposal of operations of
EUR808,000.
Since 27 September 2017, the date of the Group's interim results
announcement, the Board, in conjunction with the Company's legal,
accounting and other advisers has continued the process of
preparing the Company to be in a position to return the largest
possible amount of cash to shareholders and to minimise the amount
of cash, if any, that would be required to be retained to meet any
unknown liabilities that could arise on a liquidation of the
group.
Whilst this process has been ongoing the Board has also received
a number of proposals regarding possible investment opportunities
that would involve a retention of the Company's listing. The Board
did not consider the large majority of such approaches to be in the
best interest of Shareholder's; however, more detailed discussions
have continued with one party and the Company has recently signed a
memorandum of understanding with that party to acquire certain
operating assets in return for the issue of new shares in the
Company which will constitute a reverse takeover transaction.
Alongside the reverse takeover transaction the new group will also
raise new capital via an underwritten issue of new shares to a new
investor. zamano shareholders will be offered an opportunity to
participate in the new placing pursuant to the proposed reverse
takeover transaction and it is intended that the funds from such a
placing will be used to develop the new business. Under the
arrangement referred to above, zamano shareholders will also be
offered an opportunity to tender up to 100% of their current
shareholding in the company for cash in a share tender
programme.
The proposed reverse takeover transaction referred to above
would require the approval of shareholders at an extraordinary
general meeting. Details of the shares to be issued to the
counterparty and the new investors in conjunction with the reverse
takeover and capital raise referred to above, together with any
return of cash to shareholders, will be communicated to
shareholders by the end of June 2018 at the latest.
In this regard, we would advise shareholders that should the
transaction contemplated in the signed memorandum of understanding
not proceed for any reason, that the Board will immediately seek to
obtain approval from shareholders for a cash distribution. We will,
of course, keep shareholders fully appraised of all ongoing
developments as they arise while we seek to provide stakeholders
with the optimal commercial outcome.
zamano plc
Colin Tucker, Interim Tel: + 353 1 488
Chairman 5820
Investec Corporate Finance
Shane Lawlor Tel: + 353 1 421
0000
Cenkos Securities
Derrick Lee/Neil Tel: + 44 (0) 131
McDonald 220 6939
MCOMM Communications Consultants
Richard Moore Tel: +353 1 661
3788
Mob: +353 87 241
4751
This information is provided by RNS
The company news service from the London Stock Exchange
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