Interim Results For The Six Months To 31 March 2013

Keycom plc announces unaudited interim results for the six months to 31 March 2013.

Click here to read the full announcement.

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Result of AGM

The Company announces that all resolutions proposed at the Company’s Annual General Meeting (“AGM”) this morning were duly passed.

For further information contact:

Keycom plc
Meri Braziel (Chief Executive)
 
Tel: 01785 717427
Daniel Stewart
David Hart/James Felix
 
Tel:  020 7776 6550

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT

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Notice of AGM

The Company announces that it has posted a circular (the “Circular”) to Shareholders seeking their approval for a series of resolutions to be proposed at the Company’s Annual General Meeting (“AGM”) that relate to the Company’s efforts to restructure its debt and carry out a capital reorganisation.

Debt Restructuring

As part of a concerted effort to reduce the Company’s financing costs, it has been agreed with Leslie T. Halpin (“Mr Halpin”), who was Chairman of the Company until he was forced to retire through ill health on 1 October 2012, that a proportion of debt owing to him will be capitalised into ordinary shares, with the remaining debt consolidated into Convertible Loan Notes.

As previously announced on 14 February 2013 when the Company released its Annual Financial Report and Accounts, the Company faced difficult trading conditions last year and reported a substantial loss. Net debt also rose to nearly £4 million during the year and has increased further since the year end. Most of the debt has been provided by Mr Halpin, who is also the Company’s largest shareholder following his underwriting of the rights issue through which the Company raised £1.4 million in March last year.

The board believes it is vital to have access to additional finance in order to develop the business as all contract wins entail new capital expenditure. Of the loans outstanding at the year end, approximately £2.4 million of principal was provided by Mr Halpin who has agreed to defer payment of interest due for the time being. Mr Halpin has provided further loan finance of £700,000 since the year end. The board is extremely grateful to him for his substantial and vital continuing support for the Company.

Part of the agreement that has been reached with Mr Halpin will result in £1.35m of the debt due to him being converted into New Ordinary Shares, conditional upon the Capital Reorganisation occurring, at a price of 45 pence per share, which is somewhat higher than the post Capital Reorganisation equivalent to the current quoted mid market price for the Existing Ordinary Shares. The second part of the agreement will see the outstanding principal and accrued interest totalling at 30 June 2013, £2,618,210, which currently consists of differing debt instruments, all being re-financed into the Convertible Loan Notes at a reduced interest rate of 10%.. This would result in Mr Halpin’s shareholding being in excess of 50% of the Company’s Enlarged Share Capital. As a consequence, the Company is seeking a waiver of Rule 9 of the Takeover Code, which would otherwise require Mr Halpin to make an offer to acquire the New Ordinary Shares that he did not own. A resolution seeking Independent Shareholder approval of the Rule 9 Waiver is included in the Notice of Annual General Meeting. The agreement with Mr Halpin is conditional on the Waiver Resolution and Resolutions 2, 7, 8 and 9 being approved by Shareholders at the AGM.

Capital Reorganisation

In addition to the Debt Restructuring and to enable it, it has been agreed to reduce the excessive number of shares in issue for such a relatively small Company, which will also have the effect of raising the share price above par thereby making it possible to issue new shares, and the Company intends to implement this by carrying out the Capital Reorganisation.

It is proposed that every 10,000 Existing Ordinary Shares held by Shareholders on the Record Date will be consolidated into 1 ordinary share of £100 each. The ordinary shares arising on such consolidation will then be split into 1 new Ordinary Share of £1.00 each and 1 Deferred Share of £99.00 each, with each new Ordinary Share of £1.00 being immediately then sub-divided into 50 New Ordinary Shares of £0.02.

Pre conversion of Mr. Halpin’s £1.35 million of debt into New Ordinary Shares, the Shareholders will hold the same proportion of the Company’s share capital as before the Capital Reorganisation (subject to any fractional entitlements) and the New Ordinary Shares will carry equivalent rights under the Articles of Association of the Company to the Existing Ordinary Shares. Fractions of shares arising as a result of the Capital Reorganisation will be aggregated and sold on behalf of the relevant shareholders and the net proceeds of sale (subject to retention by the Company of amounts not exceeding £3) will be paid pro rata to those shareholders entitled to them. Shareholders holding less than 10,000 Existing Ordinary Shares will cease to hold any shares in the Company and their shares will be sold and the net proceeds of sale (subject to retention by the Company of amounts not exceeding £3) paid to them which will effect a disposal of their entire holding for tax purposes. It is intended that such payments will be made on 17 May 2013.

The Deferred Shares will have nominal rights and in practical terms they will have no value and they will not be admitted to trading on ISDX. The Board may decide to cancel the Deferred Shares at a future date. If the Reorganisation is approved, the share capital of the Company will comprise, including New Ordinary Shares issued on Conversion, 6,807,850 New Ordinary Shares and 3,807,850 Deferred Shares, subject to any adjustments which may arise as a result of dealing with fractional entitlement.

It is expected new Share Certificates in respect of the New Ordinary Shares will be despatched on 17 May 2013. No Certificates will be issued in respect of the Deferred Shares. Shares to be issued under existing options and warrants will be adjusted to reflect the Capital Reorganisation.

Notice of AGM

A notice of the AGM (“AGM Notice”) to be held on 9 May 2013 at 10am at the offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London, EC2R 8DD, is included in the Circular sent to shareholders. The AGM Notice and the Circular have also been uploaded to the Company’s website (www.keycom.co.uk).

For further information contact:

Keycom plc
Meri Braziel (Chief Executive) - Tel: 01785 717427

Daniel Stewart
David Hart/James Felix -  Tel: 020 7776 6550

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT

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Results for the Year Ended 30 September 2012

Keycom plc (the “Company” and, together with its subsidiaries, the “Group”), announces audited results for the year ended 30 September 2012.

The Directors of the Company accept responsibility for the content of this announcement.

Chairman’s Statement

This is my first report to you since I was invited to join the Board, which I did on 1st October 2012, and became chairman in succession to Les Halpin who had to step down for health reasons.

The year that ended on 30th September 2012 was not an easy one for the Company with a number of changes at senior level and many challenges and some areas of progress. We continue to be subject to competitive pricing pressures in our traditional areas of business, especially in the higher education sector, but are pleased that the military accommodation sector has continued to develop well.

Trading results

Despite the difficult conditions, the total Group revenue for the year increased by 5% to £7,066,000 (2011: £6,729,000) with the core activity of broadband accounting for 77% of that revenue (2011: 74%).  The revenue from managed broadband services increased 9% to £5,429,000 (2011: £4,984,000). Reductions in higher education broadband revenues were offset by the growth in the military sector where we increased revenue by 76% to £1,408,000 (2011: £800,000) after increasing the wireless broadband (WiFi) capability at many of our sites.

The gross number of serviced broadband rooms at 30 September 2012 was 53,100 (2011: 46,000).  Of that total, 28,000 rooms were in the education and key-worker sectors and 25,100 in the military sector.  The rooms in the military sector have increased in the year by 8,000. The number of student rooms fell during the year reflecting the loss of two contracts for 4,500 rooms and the securing of contracts for 3,300 new rooms.

Revenue derived from the other activities, engineering maintenance and training, decreased 6% to £1,637,000, with an operating profit of £112,000 (2011: £169,000).  We have found that customers continue to defer training and capital investment because of lack of confidence in the outlook for their businesses.

Gross profit for the year after exceptional costs decreased by 3.6% to £4,043,000 at a margin of 57% (2011: £4,195,000; 62% margin). Wages and salary costs increased by 5.6% due to the need for additional staff on the introduction of 24 hour customer support 7 days a week and higher senior management costs. Administrative expenses, excluding depreciation and profit on disposal of fixed assets, increased to £3,075,000 (2011: £2,541,000). The company undertook financial and strategic reviews in 2012 with external advisers, incurring one off consultancy costs. Recruitment and interim staffing costs were higher as a result of the changes in the senior management team and the Group incurred marketing and rebranding expenses, which it had not the previous year. The Group EBITDA was £1,036,000 (2011: £1,654,000).

Financing costs of £511,000 (2011: £511,000) have remained similar to last year despite an increase in the level of debt.

Depreciation increased to £1,378,000 (2011: £947,000) reflecting capital expenditure on new customer sites, and accelerated depreciation of £155,000 as a result of termination of a higher education contract.

In line with current accounting standards, we continue to recognise £600,000 of the potential benefits of the Group’s accumulated tax losses as a deferred tax asset which is the same figure as was reported at the interim stage.

I regret we are reporting a net loss for the year of £4,740,000 (2011 profit: £681,000), which includes the exceptional write-offs previously announced with the half year’s results and a substantial impairment of goodwill. The Board has undertaken a detailed review of the goodwill associated with previous acquisitions and decided to reduce this by £3,654,000, to bring it to a figure that it believes to be more realistic.

Financing

Net debt increased by £528,000 to £3,998,000 during the year and this was in addition to the £1,404,000 (net) of new share capital raised in March 2012, which was used to fund capital expenditure on the expansion of military rooms serviced.

It is vital to have access to additional finance in order to develop the business as all contract wins entail new capital expenditure. Of the loans outstanding at the year end, £2,698,569 of principal was provided by Les Halpin who has agreed to defer receipt of interest for the time being. Les has provided further loan finance of £700,000 since the year end. The board is extremely grateful to him for his substantial and vital continuing support for the Company. Shortly, we shall be putting proposals to shareholders for formal approval for a restructuring of these loan facilities.

Outlook

Due to the nature of the business and in particular the long lead times for new contracts in the education sector, we do not anticipate a significant change in the trading results in 2012/13, and we are going to be incurring increased financing charges.  All costs are being reviewed to ensure that the operation is as lean and efficient as possible.

We plan to continue participating in higher education sector tenders for new outsourced contracts but will only bid at prices that justify the investment of capital expenditure on acceptable terms.  New tenders will not deliver new student rooms before September 2013.  In December 2012, we were awarded a contract by a university for 250 rooms for delivery in September 2013. Existing education and key worker customers continue to add rooms and there are 1,500 rooms in the pipeline for this sector in the current year.

Further new military sites have been added recently and we expect the revenue growth to continue. For 2012/13 we will complete the rollout of WiFi across all the military sites and plan to add 4,500 more rooms, taking the military sector to nearly 30,000 potential users. We will focus on growing revenues from the existing subscriber base and increasing the take up on existing sites.

We have updated the branding of all our operations bringing a fresh and contemporary look to our online and print marketing materials. This includes the military sector, trading under the name Media Force, which is now a well recognised brand in the military accommodation sector. The previously acquired brands of MCW and Masterpoint Engineering are no longer used. Training, maintenance, and engineering has been re-organised as a new sector called Corporate Solutions and trading under the Keycom brand. We hope that this will encourage greater cross selling of services to existing and new customers.

People

As mentioned above there have been a number of senior management changes over the last year. Both Rod Matthews and Graham Robertson stepped down from the board and we are grateful to them for their efforts over many years to develop and expand the business. Also Les Halpin was sadly forced to retire following his being diagnosed with motor neurone disease and the debilitating consequences that it can so rapidly bring. We all have reason to be extremely grateful to Les for the support and advice he has provided to the business and wish him all the very best for the future.

We are pleased to have welcomed Paula Benoit to the team as Commercial Director during the second half of 2012 and James Blessing as Chief Technology Officer who joined us recently and we look forward to working with them to further the development of the Company.

Finally on behalf of all shareholders I must thank Meri Braziel and all those who work in the Group for their individual contributions to the progress of the business. I very much hope that the hard work and dedication they put in will be rewarded, and that Keycom will become the successful and profitable business which we all wish it to be.

Jocelin Harris – Chairman

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Change of ISDX Corporate Adviser and Broker

Keycom is pleased to announce that it has appointed Daniel Stewart & Company plc as its new ISDX Corporate Adviser and sole broker with immediate effect.

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Notification of Shareholding Change

24 October 2012

Keycom Plc

(“Keycom” or the “Company”)

Notification of Shareholding Change

On 22 October 2012 the Company confirmed that on 23 May 2012 Mr. Arthur Ronald Morris increased his shareholding to 29,900,000 ordinary shares in the Company, representing 3.9% of the issued share capital of the Company.

For further information contact:

Keycom plc
Meri Braziel (Chief Executive)
Tel: 01785 717427
IAF Capital Limited
Gary Pinkerton
Catherine Stott
Tel: 020 7036 6700

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT

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Directorate Change

The directors of Keycom announce that Les Halpin has resigned from the board for health reasons. The Board wishes to thank Les for the outstanding support and services he has given the Company over the last few years and wishes Les well.

The Company is pleased to announce the appointment of Jocelin Harris as non-executive chairman of the Company with immediate effect. Mr Harris is a Director of Durrington Corporation, which provides financing and advice for start-up and early stage businesses. He studied at St Peter’s College, Oxford where he gained a MA Jurisprudence and is a qualified solicitor.

The information below in relation to Mr Harris is disclosed pursuant to paragraph 18 of Appendix 1 of the PLUS Rules for Issuers. In addition to that of the Company, Mr Harris holds or has held the following directorships or has been a partner in the following partnerships within the five years prior to the date of this announcement.

Current Directorships: Past Directorships:
  • Brandbank Limited
  • Durrington Corporation Limited
  • Eeonyx Corporation (USA)
  • Foresight 2 VCT plc
  • Halkin Secretaries Limited
  • Lightfoot Solutions Group Limited
  • The Millennium Mat Company LLC (USA)
  • Millennium Mats Limited
  • Mintec Limited
  • Nishana Investments Limited (BVI)
  • Roil Foods Limited
  • Roilvest Limited
  • Serres Limited
  • The St Peter’s College Foundation
  • Tudor Roof Tile Co. Limited
  • Unicorn AIM VCT plc
  • Alembic Foods Limited
  • Alembic Products Limited
  • Automat International Limited
  • Food Trak Limited
  • Performance Brands Limited
  • Queen Mary University of London Foundation
  • Raimund Commodities Inc. (USA)
  • Seven Limited
  • Speed To Market Limited
  • Teviot Holdings Limited
  • Teviotdale Windows & Doors Limited
  • The Webb Partnership Limited
  • Unipower Solutions Europe Limited (in administration)
  • Unipower Solutions Europe (EBT) Limited
  • Unipower Systems Limited

Until March 2006, Jocelin Harris was a director of The Resource Connection Limited, which was dissolved in October 2010. He was also a director of Food Trak Limited and Automat International Limited when they were dissolved in January 2009 and May 2009 respectively and both of which were voluntarily struck off the register of companies. He was a director of Teviotdale Windows & Doors Limited until October 2009. This company has subsequently been placed in liquidation in October 2010 and the Liquidator has applied for the company to be dissolved.

There are no further details to be disclosed pursuant to paragraph 18, Appendix 1.

For further information contact:

Keycom plc
Meri Braziel (Chief Executive)
Tel: 01785 717427
IAF Capital Limited
Gary Pinkerton
Catherine Stott
Tel: 020 7036 6700

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT

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