Messaging International Plc (�the Company�), the provider of innovative messaging services, announces its results for the six months ended 30 June 2005.
OVERVIEW
- Successfully raised �1.5 million and listed on AIM on 3 August 2005.
- Acquired TeleMessage Ltd, a company that provides cross-platform media messaging management systems and applications.
- Agreements signed with a number of wireless operators and interoperability providers in the USA and Canada.
- Actively developing relationships with mobile operators and enterprises in North America, Europe, the Far East and South America and trials ongoing.
- Currently in advance negotiations with two major USA mobile operators.
CHAIRMAN�S STATEMENT
I am pleased to make my first report to shareholders following the Company�s acquisition of TeleMessage Ltd, its successful fundraising and its admission to AIM on 3 August 2005.
The Company was incorporated on 12 August 2004 as RTI 18 Plc and on 20 July 2005 it acquired the entire share capital of TeleMessage Ltd on a share for share exchange. As a result of the acquisition, the Company changed its name to Messaging International Plc. The results therefore, to 30 June 2005, covered a period when the Company did not trade.
The Company�s current cash reserves are healthy following the raising of �1.5 million at the time of the acquisition through the issue of 30 million new ordinary shares at 5p per share. With one warrant granted for every three shares issued there are now 50 million warrants and 115.38 million ordinary shares of 0.5p in issue.
It is the Company�s objective to be a leading provider in the rapidly growing multimedia messaging market. The acquisition of TeleMessage Ltd represents the first step towards achieving this goal. Incorporated in Israel, TeleMessage Ltd has developed a cross-platform media messaging management system designed to enable PC, browser, mobile phone and wireline telephone users to send, receive and manage voice messages, email, SMS, IM and MMS across various media platforms. The Directors believe that one of the attractive features of the technology and products resides in their ability to harmonise various media platforms to act as a seamless messaging network across many technologies.
Users of the package include service providers (wireline and wireless telecommunications companies, ISPs and portals), business and technology OEMs, products and services that are designed to utilise the emerging interactive and cross-platform messaging market.
The major product currently being sold into the market in North America is �SMS to Landline� which enables a mobile originated SMS to be sent to any telephone number, either fixed or mobile. A number of wireless operators have launched this product to their customers and the Company is in negotiation with further high profile USA mobile operators. Additionally, the Company now has agreements with the major USA and Canadian interoperability providers.
The Company has also been active in developing relationships with mobile operators in Europe, the Far East and South America, who have shown interest in launching TeleMessage�s other key product, the Mail Plug-in, to their customers. The Mail Plug-in enables SMS, MMS, voice and fax messages to be sent from popular email software. Trials with leading telecom companies are ongoing.
Furthermore, Rogers Wireless, the largest wireless provider in Canada, continues to market and promote the �Txt 2 Landline� and �Txt a Song� applications with a new in-store brochure that educates customers on the needs and usages of text messaging along with short-cuts and additional products. We also hope to update the market in the near future on the progress of advanced negotiations we are holding with two other major USA mobile operators.
Your directors are optimistic that the acquisition will provide a good base for substantial future growth. With our strong internationally experienced board and exciting propositions, we look forward to the future with confidence.
Horacio Furman
Chairman
29 September 2005
Contacts:
Guy Levit Messaging International Plc Tel: +972 3 9225252
Isabel Crossley St Brides Media & Finance Ltd Tel: +44 (0) 20 7242 4477
Liam O�Donoghue Seymour Pierce Ltd Tel: +44 (0) 20 7107 8000
MESSAGING INTERNATIONAL PLC
INTERIM FINANCIAL REPORT
FOR THE 6 MONTHS TO 30 JUNE 2005
1. PROFIT AND LOSS ACCOUNT
The Company has dispensed with preparing a profit and loss account for the six month period to 30 June 2005 as there has been no financial activity giving rise to a profit or loss in the period.
2. BALANCE SHEET
The balance sheet as at 30 June 2005 is as shown in note 6 column (a).
3. CASH FLOW STATEMENT
The Company has not prepared a Cash Flow Statement for the six month period to 30 June 2005.
The only monetary transaction in the period was a receipt of �74,998 representing the amount outstanding in respect of share capital.
4. SHARE CAPITAL
On 24 May 2005, the authorised share capital of the Company was increased from �1,000,000 to �4,000,000 by the creation of 3,000,000 ordinary shares of �1 each. Each share, (issued and unissued) was divided into 200 ordinary shares of 0.5p per share.
5. POST BALANCE SHEET EVENTS
On 20 July 2005 the Company acquired the entire share capital of TeleMessage Ltd in return for the issue of 65,380,000 ordinary shares of 0.5p in the Company at a price of 5p per share credited as fully paid together with 25,000,000 warrants to purchase ordinary shares of 0.5p at 5p per share.
Deferred consideration is also payable dependent on the level of profits of TeleMessage Ltd for the period from 1 July 2005 to 31 July 2007 up to a maximum of a further 90,000,000 new ordinary shares of 0.5p each.
The Company raised just under �1,175,000 (net of expenses and excluding VAT) by way of a placing of 30,000,000 ordinary shares and 10,000,000 warrants at a price of 5p per placing share following which the Company was admitted to trading on AIM on 3 August 2005.
6. PRO FORMA STATEMENT OF THE GROUP�S NET ASSETS
AS ADJUSTED FOR THE SUBSEQUENT SHARE ACQUISITION AND PLACING
The following unaudited pro forma statement of net assets of the Group following the acquisition of the Subsidiary and the Placing has been prepared for illustrative purposes only and is based on the AIM Admission Document dated 27 July 2005 to provide information about the impact of the acquisition of the Subsidiary and the Placing on the Group. It has been prepared on the basis that the acquisition of the Subsidiary and the Placing were undertaken as at 31 December 2004 and on the basis set out in the notes below:
Adjustments
The Company As at 30 June 2005
(note a)
� TeleMessage Limited As at 31 December 2004
(note b)
� Capitalisation of convertible loans
(note c)
� Placing proceeds and acquisition of TeleMessage Limited
(note d)
� Pro forma net assets of the Group
�
Non current assets - 106,463 - 7,718,713 7,825,176
Current assets
Cash 100,000 73,443 - 1,175,000 1,348,443
Other current assets - 68,924 - - 68,924
100,000 142,367 - 1,175,000 1,417,367
Total assets 100,000 248,830 - 8,893,713 9,242,543
Current liabilities
Convertible loans - (390,136) 390,136 - -
Other current liabilities - (109,548) - - (109,548)
- (499,684) 390,136 - (109,548)
Non-Current liabilities
Convertible loans - (1,560,001) 1,560,001 - -
Other non-current
liabilities - (88,995) - - (88,995)
- (1,648,996) 1,560,001 - (88,995)
Total liabilities - (2,148,680) 1,950,137 - (198,543)
Net assets (liabilities) 100,000 (1,899,850) 1,950,137 8,893,713 9,044,000
Notes:
The unaudited pro forma statement of net assets has been prepared on the following basis:
a. The net assets of the Company are as stated as at 30 June 2005.
Adjustments:
The financial position of TeleMessage Ltd and its subsidiary which have been included in the above statement have been extracted from their audited financial statements originally expressed in US Dollars as at the 31 December 2004. The amounts have been converted into pounds Sterling at the
b. Prior to completion of the acquisition of TeleMessage Ltd., the convertible loans in TeleMessage Ltd.�s balance sheet were converted into Series C Preferred Shares in TeleMessage Ltd and subsequently on the 21 July 2005 these shares were converted into ordinary shares. The adjustment is based on the amount outstanding at 31 December 2004 although the actual amount converted is likely to be different.
c. This adjustment represents the gross proceeds of the Placing of �1.5m less estimated expenses of �325,000 and the acquisition of TeleMessage Ltd. Goodwill arising on the acquisition has been capitalised and is calculated as follows:
�
Cost of acquisition 7,769,000
TeleMessage Ltd.�s net liabilities at 31 December 2004 1,899,850
Convertiable loans capitalised (1,950,137)
Pro forma goodwill (7,718,713
- 1The cost of the acquisition is based on the initial consideration of 65,380,000 ordinary shares of 0.5p each of the company plus the maximum amount of the deferred consideration of 90,000,000 ordinary shares of 0.5p each of the Company multiplied by the Issue Price of 5p.
TeleMessage Ltd.�s net liabilities at 31 December 2004 have been adjusted for the conversion of the convertible loan stock into Series C Preferred Shares in TeleMessage Ltd. which occurred prior to completion of the acquisition.
No adjustments have been made to reflect any fair value adjustments to TeleMessage Ltd.�s net assets.
d. No adjustments have been made to reflect the trading results of TeleMessage Ltd. since 31 December 2004.