Description of business:
Longships has entered into conditional contracts for the acquisition of the entire issued and to be issued share capital of Proxama Limited ("Proxama"), through the issue of 365,353,532 new Ordinary Shares at an issue price of 4 pence per new Ordinary Share, which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies.
Longships was incorporated on 20 December 2007 and its Ordinary Shares admitted to trading on AIM on 21 April 2008 as an investing company for the purpose of, inter alia, investing in strategic and special situations. Because of the expertise and commercial experience of the Board, Longships initially focused primarily on companies operating in the natural resources sector.
On 27 July 2012, Shareholders approved an investment of £2.3 million in Praetorian Resources Limited ("Praetorian"), a Guernsey incorporated natural resources focused investing company several times larger than Longships. The shares in Praetorian acquired by the Company were subsequently returned to Shareholders by way of a capital reduction, details of which were set out in a circular to shareholders dated 9 July 2012. The investment in Praetorian and subsequent return of capital left the Company with approximately £550,000 of cash. The Company resolved to maintain its listing on AIM and continue its existing investing policy. Since 27 July 2012, the Board has continued to investigate new opportunities to effect a transaction in accordance with that investment strategy.
Whilst Longships had previously been focusing its search for an acquisition opportunity in the natural resources sector, the Board acknowledged the difficulty currently faced by natural resource companies in raising follow-on funding. As a result, the Directors started to consider opportunities in other sectors and in April 2013, the Board was introduced to Proxama, a company that develops near field communications products and services for global blue-chip clients. The Directors have been impressed by the business potential of Proxama and believe that, by acquiring Proxama, Shareholders will get exposure to the rapidly expanding field of m-commerce.
Proxama is a Near Field Communication ("NFC") m-commerce company whose stated vision is to connect the physical and digital worlds through enabling consumers to manage their bank accounts and credit cards, pay for goods and services, participate in and benefit from loyalty programmes and access information and marketing material through their mobile phones.
NFC is already widespread with train tickets (such as the London based Oyster Card), access to buildings and increasingly cashless payments all enabled using NFC technology. Proxama is seeking to integrate these and other types of services within a mobile phone. Its technology, products and platforms enable consumers to launch secure mobile wallets, connect with brands, receive promotional offers and make contactless payments through simply tapping their NFC mobile phone on a card reader or other physical media.
Proxama uses its expertise to develop NFC solutions for its customers, currently on a fee for service basis, in two key areas:
1. mobile proximity marketing; and
2. secure mobile contactless payments.
Proxama has also executed over 400 proximity marketing campaigns globally, including an award-winning NFC marketing campaign for Nokia and VOX cinemas, the first UK NFC outdoor media campaign for the launch of the X-Men: First Class movie and the UK's first NFC consumer marketing campaign with Orange and EAT.
As of the date of this announcement, Proxama has 56 full time employees, mainly based at its Norwich offices, with a small team based in London and a representative office in New York, where two part time sub-contractors are based. Of these employees, between 35 and 40 at any time are employed as software engineers whose job is to work on research and development projects, create new software and products and customise existing products to meet customer specific requirements.
The remainder of Proxama's employees are divided among the management team, the sales team and the dedicated Client Services team. The Client Services team is comprised of 8 employees based in Norwich who are focused solely on delivering Proxama's various marketing campaigns using the standard features of the core technology platform and who are in daily contact with the brands and media facing customers with which Proxama is currently working.
Longships Plc to be renamed Proxama Plc