The trading of shares in TWR on AIM are still suspended while TWR exercises the options granted to acquire 100% of
Maskina AS. The last RNS of 25th Feb 05 below (news over two months ago) makes no mention to the fact that the loan to Maskina had been to acquire 100% of
Transcom Communications Inc. a USA company established since 1998. TWR's options expire on 5th July 05. Therefore completetion of the reverse takeover/merger that is taking place must be fairly soon for this to be announced. Once this goes through, TWR will no longer be a cash shell and no doubt the suspension of trading shares in TWR will then be lifted.
It will be interesting to see how this effects the SP, hopefully this will then head north!
Tower PLC
25 February 2005
FOR IMMEDIATE RELEASE 25 February 2005
Tower plc
('Tower' or the 'Company')
Proposed acquisition of European based wireless communications company
Suspension of trading of Ordinary Shares
The Board of the Company notes the significant increase in the Company's share
price.
On 3 December 2004, the Company announced that it had entered into an agreement
(the 'Agreement') to provide a secured loan of up to 1,048,000 (the 'Loan') to
Maskina AS ('Maskina'), a USA and European based wireless communications company
(the 'Agreement').
Maskina has traded since the beginning of 2004 and has offices in Norway,
Iceland, Germany, UK and the USA. Maskina provides low-cost mobile voice and
data services utilising its expertise in advanced mobile data service platforms,
handset-based technology and voice over internet protocol ('VoIP') solutions.
Maskina's principal product enables mobile phone users to make international
calls at substantially reduced costs by utilising VoIP delivered by Maskina's
software platform. Currently, Maskina markets its services through selected
distribution channels to small and medium sized enterprises, mobile virtual
network operators ('MVNOs'), student and youth groups, mobile payment providers
and international non-governmental organisations ('NGOs'). Maskina's current
products enable mobile phone users to make international calls at up to a 70 per
cent. discount to mobile network operators' current pricing structures.
In addition, Tower announced that it had been granted an option to acquire the
outstanding issued ordinary share capital of Maskina, exercisable at any time up
to and including 31 July 2005 (the 'Option'). The Option enables Tower to
acquire the entire issued share capital of Maskina for a consideration of up to
243 million new Tower ordinary shares ('Ordinary Shares').
The Board of Tower confirms that, subject to the satisfactory outcome of the due
diligence exercise the Company is currently undertaking, it intends to exercise
the Option and has begun its preliminary due diligence. The exercise by the
Company of the Option would constitute a reverse take-over pursuant to the AIM
Rules and would therefore be subject to shareholder approval at that time.
Accordingly, the Board of Tower has requested that trading in the Company's
Ordinary Shares be suspended in accordance with the AIM Rules until the exercise
of the Option and publication by the Company of the AIM re-admission document at
that time.
A further announcement will be made in due course.
-ENDS-
Enquiries:
Vince Nicholls Roland Cornish / Michael Cornish
Tower plc Beaumont Cornish Limited
Telephone: 07767 420160 Telephone: 020 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
The only other news that may have a strong bearing of the decision by TWR's board of directors to exercise the options of acquiring 100% of Maskina AS is the court findings & ruling supporting
Transcom Communications counterclaim against petitioner AT&T. The court ruling may be a significant competitive advantage to Transcom, Maskina and ultimately TWR with a reverse merger/takeover completed.