Admission Announcement
CHOICEXS PLC
FIRST DAY OF TRADING
The Directors of ChoiceXS plc ("ChoiceXS" or "the Company") are pleased to
announce that the Company's shares of £0.01 each have today, 29 September 2009,
been admitted for trading on the PLUS - quoted market.
ADMISSION DETAILS
Securities 5,000,000 Ordinary Shares
Sector classification: Media Company
Principal activities: Internet Protocol Television
Corporate adviser: Axiom Capital Ltd ("Axiom")
OVERVIEW
The Company is the holding company for ICTV. ICTV was established in 2003 with
the aim of developing an innovative IPTV application. All commercial activities
undertaken by the Company have been and will continue to be carried out by ICTV
or its subsidiaries.
The Company now intends to leverage ICTV's existing position to expand its
existing operations in and into Greece, the Balkans, the Caribbean and the
Middle East, with a particular emphasis on developments in Dubai, UAE.
FUTURE PLANS
The Company, through its wholly owned subsidiary, ICTV, intends to leverage its
resellers' network and its track record in Dubai to sign agreements with
established hotels and hotels under development in the United Arab Emirates and
other Gulf Cooperation Council (GCC) states.
In the dominant model in the European market, the hotel is not required to
purchase any television units, hardware or software and the service provider
carries the cost for the initial installation. The hotel then pays the service
provider over a fixed contract period an amount that repays the services and the
initial installation over time. ICTV aims to introduce this model as well by
financing its installations for the next 5 years. The target is to build an
installed base of 150, hotels where the system will be installed with financing
from ICTV and the initial cost is recovered by an increased revenue per room per
month.
ICTV intends to raise funds after Admission with the intention of utilising such
funds to focus on expanding its installed customer base in Greece and abroad by
adopting the rental model applied by its competitors. The Directors believe this
will be a major milestone in establishing ICTV as a key player in the market, as
increased size will give ICTV the necessary references and - most importantly -
will also create a sizable, constant cash flow stream. This, in turn, will
permit the re-financing of future installations.
In addition, it is intended that any funds raised will also be used to research
and develop new technologies and services for all sectors where the Company is
active. Some examples are the research for new and better STB ie terminal
devices, the research for streaming technologies and the testing of new
hardware.
ICTV will also expand its marketing efforts by participating in trade fairs and
acquiring business intelligence. Demonstration kits will also be provided to
resellers in order to better promote the products.
DIRECTORS
EFSTATHIOS TAVRIDIS, 48, PRESIDENT AND MANAGING DIRECTOR.
Mr. Tavridis is a chemical engineer and economist. He is the Vice-Chairman and
Managing Director of Athens Stock Exchange listed Euroconsultants S.A - a
management and technology consulting company. Euroconsultants SA has
subsidiaries in most East European countries and is the owner of i4G Incubation
for Growth Technology. The company is also a shareholder of numerous technology
start ups in the sectors of IST, life sciences and environment. Mr. Tavridis is
mainly responsible for business development in Greece and the day-to-day
management of the Euroconsultants Group of companies. He is also the Managing
Director of the i4G Incubation for Growth. He has been involved with numerous
technical assistance projects for the Greek authorities and the private sector.
He was a member of the board of directors of the Federation of Industrialists of
Northern Greece. He started his career in management as an officer in paper
mill Softext and then in the industrial water processing company Waterchem. He
has participated in the working group of the European Commission research
programme "Suspension Polymerization of PVC particles". For four years he was
chairman of the regional office of Metek, a large engineering company
undertaking the project management of large projects. Mr. Tavrides, was the
managing director of Eurotec, a regional and local development company as well
as the President of Gnomon Informatics, the IT subsidiary of the Euroconsultants
Group. He is often a guest speaker at conferences, forums and industry events.
AIKATERINA KALLIGATSI, 39, CEO, VICE-PRESIDENT AND CO-FOUNDER OF ICTV HELLAS SA.
Ms Kalligatsi, holds a BA in Economics from Aristotle University of
Thessaloniki, Greece and a Masters in Management Science from Carleton
University in Ottawa, Canada. Ms Kalligatsi is a founding partner of ICTV and
has held various positions within the Euroconsultants Group for almost 10 years.
Her previous responsibilities include heading the European Funded Projects
department where she coordinated multimillion Euro projects on European wide
Innovation and RTD, heading the Northern Greece office of the Hellenic Centre
for Technology Transfer and holding various positions with the International
Projects Department. Ms Kalligatsi started her career in Marketing Management
for the Canadian Technology Transfer Agency of the European Space Agency (ESA)
in Ottawa, Canada and consulting at KPMG Consulting in Ottawa, Canada. She has
also consulted in Marketing, Human Resources and Technology for such
organizations as the Government of Canada - Federal Partners in Technology
Transfer, Human Resources Development Canada, the Canadian Space Agency and the
Canadian Imperial Bank of Commerce. She has held various research positions at
Carleton University and the University of Ottawa and is the author of several
scientific papers in the fields of Technology Transfer and Commercialization,
Innovation Management and Foreign Investment. Ms Kalligatsi was an investment
plan evaluator for EBRD - Direct Investment Facility and has taught several
seminars and courses.
KOSTANTINOS KAGGELIDES, 42, NON-EXECUTIVE DIRECTOR.
Mr. Konstantinos Kaggelides, is the co-founder & Technical Director of Gnomon
Informatics S.A, a Euroconsultants S.A. subsidiary company, providing
information technology services in the areas of enterprise computing, e-business
and advanced computing applications. Mr. Kaggelides has over 15 years of
experience in the development of information systems, and has spent much of his
working career on IT system design, new IT product development and
commercialisation. Amongst his key qualifications are: projects and programmes
appraisal and evaluation, financial and project management, management of
multinational teams, programme planning, investment strategies and training of
mid- and high level managers. During his career Mr. Kaggelides has been
involved in several international projects, which all have dealt with the
development and expansion of various information technology applications
addressing a multitude of users, ranging from local government authorities to
national authorities and central government institutions as well as many private
sector projects.
PARIS KOKOROTSIKOS (PHD), 49, NON-EXECUTIVE DIRECTOR.
Mr Kokorotsikos is a chemical engineer and is the CEO of Euroconsultants S.A. Mr
Kokorotsikos, through the Euroconsultants Group, participates in the
development of Technology Infrastructure and funds Initiatives in SE Europe
(Romania, Bulgaria, Serbia, Czech Republic), and GCC countries. Mr Kokorotsikos
was member of the board of the Technology Transfer Association of EU. He has
coordinated technical assistance teams at top government level on planning,
management and evaluation of Operational and Development programmes for more
than 40 countries and regions aiming at Private Investments increase, for SMEs,
for technology transfer, for quality in industry, for interregional and cross-
border cooperation and especially for promoting entrepreneurship from research
institutes, in the framework of EU, WB, EBRD and government programmes. He has
been the author of several papers on development issues and was the speaker at
numerous conferences in the EU. Mr Kokorotsikos started his career (whilst
engaging in PhD research) as industrial liaison officer of the Chemical Process
Engineering Research Institute of the National Foundation for Research, and has
taught courses on energy technologies and technology transfer at the Engineering
School of the Aristotle University of Thessaloniki.
PANAYIOTIS KANELLOPOULOS, 42, FINANCE DIRECTOR.
Mr Kanellopoulos holds a Dip. Eng. (ChEng) from the National Technical
University of Athens, a M.S. (ChEng) from Tufts University in Massachusetts and
an MBA from INSEAD. He has over 15 years of experience in private equity,
corporate and investment banking. He is currently the senior advisor in charge
of corporate finance and private equity for Euroconsultants International. Prior
to his present posting, he served as the financial controller and investment
director of DEMCO Group, a private capital group managing 2.3 billion Euros,
being non-executive director of 6 portfolio companies. He was also the
investment manager for Commercial Capital, 200-million Euro private equity group
undertaking growth capital transactions in south-eastern Europe. Mr.
Kanellopoulos has held various positions in the banking industry with
organisations such as EFG Eurobank, UBS AG, Interbank of Greece and Ionian
Finance.
ANTONIS FAKLIS, AGE 41, INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr Faklis holds a BA in Mathematics and Statistics from the University of Athens
and an MBA in Finance from the Leonard N. Stern School of Business at New York
University. He started his career in banking in 1996 at the Bank of Cyprus and
subsequently worked at P&K Capital Aepey in Athens for ten years where he was an
Investment Banking Director. During this time, he executed a number of M&A
transactions among listed companies representing over Euro 3 billion in market
value in sectors such as IT, finance, construction and retail. He acted as
adviser to several companies going public and contributed to such issues as IPO
pricing, balance sheet restructuring, promotion tactics and prospectus
preparation. He also actively participated in fundraising, structuring and IPO
of a Euro 73 million closed end fund. In 2006 Mr Faklis joined the Ellaktor
Group where he coordinated and monitored all the main financial aspects such as
accounting, treasury, controlling and budgeting for subsidiaries and executed a
number of acquisitions, including a Euro 170 million listed entity.
CURRENT AND PREVIOUS DIRECTORSHIPS OF THE DIRECTORS
Director Current Past Directorships
Directorships
Efstathios Tavridis ICTV SA None
Euroconsultants SA
Gnomon Informatics
SA
Eurotec SA
i4G SA
Paris Kokorotsikos ICTV SA None
Euroconsultants SA
Gnomon Informatics
SA
i4G SA
Aikaterini ICTV SA None
Kalligatsi
Kostantinos ICTV SA None
Kaggelides Gnomon Informatics
SA
Panayiotis ICTV SA None
Kanellopoulos
SUBSTANTIAL SHAREHOLDERS
The Company has the following substantial shareholders:
* Euroconsultants SA*: 3,682,000 Ordinary Shares
* Mrs Aikaterini Kalligkatsi: 900,000 Ordinary Shares
* Mr Efstathios Tavridis: 159,000 Ordinary Shares
* Mr Paris Kokorotsikos: 159,000 Ordinary Shares
* Mrs Dovletoglou Ioanna: 100,000 Ordinary Shares
* Efstathios Tavridis also owns 1,176,178 shares, representing 20.81% of
Euroconsultants and Paris Kokorotsikos also owns 1,349,078 shares, representing
23.87% of Euroconsultants.
ADVISER WARRANTS
Company has granted Warrants to Axiom Capital Limited to subscribe for 7% of the
share capital at Admission, up to 5 years from Admission at an amount equal to
the mid market Admission price.
REASON FOR ADMISSION TO PLUS
The Directors believe that the benefits of being listed on PLUS include:
* Raising the Company's profile in its industry sector;
* The ability to raise capital in the future;
* The ability to attract potential merger and acquisition interest.
RISK FACTORS
In addition to the other relevant information set out in this document, the
following specific factors should be considered carefully in evaluating whether
to make an investment in the Company. This list is not exhaustive, nor is it an
explanation of all the risk factors involved in investing in the Company and nor
are they set out in any order of priority. Any one or more of these risks could
have a material adverse effect on the value of any investment in the Company and
the business, financial position or operating results of the Company and should
be taken into account in assessing the Company's activities. If you are in any
doubt about the action you should take, you should consult a professional
adviser authorised under FSMA who specialises in advising on the acquisition of
shares and other securities.
The risks noted below do not necessarily comprise all those faced by the Company
and are not intended to be presented in any assumed order of priority.
General Risks
The Company's future success will also depend, inter alia, on its future
directors and management team. The recruitment of suitably skilled directors and
retention of their services or the services of any future management team cannot
be guaranteed.
The Ordinary Shares are not listed or traded on any stock exchange.
Notwithstanding the fact that an application will be made for the Ordinary
Shares to be traded on the PLUS-quoted Market this should not be taken as
implying that there will be a "liquid" market in the Ordinary Shares. An
investment in the Ordinary Shares may thus be difficult to realise. The value of
the Ordinary Shares may go down as well as up. Investors may therefore realise
less than their original investment, or sustain a total loss of their
investment.
Continued membership of the PLUS Market is entirely at the discretion of PLUS.
The PLUS Market is not AIM or the Official List. Consequently, it may be more
difficult for an investor to sell his or her Ordinary Shares and he or she may
receive less than the amount paid. The market price of the Ordinary Shares may
not reflect the underlying value of the Company's net assets or operations.
The share prices of public companies are often subject to significant
fluctuations. In particular, the market for shares in smaller public companies
is less liquid than for larger public companies. Consequently, the Company's
share price may be subject to greater fluctuation and the Ordinary Shares may be
difficult to sell.
The Ordinary Shares are intended for capital growth and therefore may not be
suitable as a short-term investment. Investors may therefore not realise their
original investment at all, or within the time-frame they had originally
anticipated.
Any changes to the regulatory environment, in particular the PLUS Rules
regarding companies such as the Company, could for example, affect the ability
of the Company to maintain a trading facility on the PLUS Market.
Regulatory regime and permits
The profitability of the Company will be in part dependent upon the continuation
of a favourable regulatory climate with respect to its current activities and
those proposed in the Middle East and Greece. The failure to obtain or to
continue to comply with all necessary approvals, licences or permits, including
renewals thereof or modifications thereto, may adversely affect the Company's
performance, as could delays caused in obtaining such consents due to objections
from third parties.
Corruption in the Company's target market
Corruption or any distortion of official process within territories where the
Group carries on business may negatively affect those economies and therefore
could have an adverse impact on the Company's performance.
Joint venture risk
The Group may establish joint ventures with other entities in order to develop
and exploit its products and systems. To the extent that this is the case, the
Company's position may be compromised by circumstances affecting the joint
venture partner, such as insolvency or litigation, or in the event of
disagreement with the joint venture partner on investment strategy.
Legal and regulation risks
Various laws, regulations and taxes may affect the Group's ability to conduct
business in its chosen sphere of operation. New or amended laws, rules,
regulations or ordinances could require significant unanticipated expenditures
or impose restrictions on the development of the Group's business. Such laws,
rules, regulations or ordinances may also adversely affect the Company's ability
to operate its business.
Economic, political and social conditions
The Group's business and prospects are subject to economic, political and social
developments in Greece and the Middle East in general. In particular, the
Group's business may be adversely affected by:
* changes in those countries' political, economic and social conditions;
* changes in policies of the government or changes in laws and regulations or
the interpretation of laws and regulations;
* changes in foreign exchange regulations;
* measures that may be introduced to control inflation, such as interest rate
increases; and
* changes in the rate or method of taxation.
The Group's future prospects would be materially and adversely affected by an
economic downturn in Greece and the Middle East in general. The financial
operations of the Company may also be adversely affected by the performance and
changing financial conditions of any parties doing business with the Company.
Achievement of strategic aims
The value of an investment in the Group is dependent upon the Group achieving
its strategic aim. Whilst the Directors are optimistic about the prospects for
the Group there is no certainty that the Group's business will be capable of
achieving the anticipated revenues or growth. The Group's future operating
results will be highly dependent upon how well it manages the planned expansion
strategy. This growth and expansion could place significant strain on the
Group's limited managerial, financial and other resources.
Influence of significant shareholder
Euroconsultants SA will own 73.64 per cent of the Company's issued share capital
following Admission. As a result, Euroconsultants SA will be able to exercise
significant control over all matters requiring approval by Shareholders
including the election of directors and approval of mergers, consolidations,
sales of assets, recapitalisations and amendments to the Articles.
Euroconsultants SA may take actions with which investors do not agree, including
actions that delay, defer or prevent a change of control, and could cause the
price that investors are willing to pay for Ordinary Shares to decline.
Group operating performance and access to further capital
The results of Group's operations may fluctuate, and it may not be able to
achieve revenue growth and profitability in the future because the Group's
results are influenced by a number of factors, many of which are beyond the
Group's control. If the Group does not realise sufficient revenue levels to
sustain profitability, it may require additional financing, which may or may not
be available. The Group's growth and profitability may be reliant in the future
on its ability to access capital for further development. Additional equity
fundraising on the capital markets may be dilutive for existing Shareholders,
and debt-based funding may bind the Group to onerous covenants and curb its
operating activities. Inability to access funding may result in a curtailment
of the scale of the Group's business.
Dividend payment
There can be no assurance as to the level of future dividends, if any. The
declaration, payment and amount of any future dividends of the Company are
subject to the discretion of the shareholders of the Company or, in the case of
interim dividends, to the discretion of the Directors, and will depend upon,
among other things, the Company's earnings, financial position, cash
requirements, availability of profits, as well as provisions for relevant laws
or generally accepted accounting principles from time to time.
Currency fluctuations
The Euro will be the Group's functional currency. However, the Company
anticipates that its business may be conducted in jurisdictions that could
generate revenues, expenses and liabilities in currencies other than Euros. As a
result, the Company will be subject to the effects of exchange rate fluctuations
with respect to any of these currencies. The Company has not hedged any exchange
rate risk. The Group's financial statements are presented in Euro, being the
currency in which the majority of its transactions are denominated. However,
the Company's Ordinary Shares will be traded on the PLUS-quoted Market in
sterling. As a result, Shareholders will be subject to currency risk.
Loss of key personnel
The Group's development and prospects are dependent upon the continued services
and performance of its senior management and other key personnel. The loss of
the services of any of the senior management or key personnel may have an
adverse impact on the Group. While the Directors are not presently aware of any
reasons to lead to contracts being terminated at their expiry, there can be no
guarantee that such terminations will not occur in the future. Such
terminations could have an adverse material effect upon the Group's revenues and
earnings.
Loss of key sales contracts
The Group's revenue may be dependent on a number of significant contracts. Loss
of any or all of these contracts going forward may have a significant effect on
the Group's revenues and earnings.
Expansion into the Middle East region
A proportion of the intended future fundraising efforts by the Company will be
used for the development of the Group's business in the Middle East. The
implementation of the Middle East expansion strategy may come with the inherent
difficulties associated with launching and managing international operations.
If the Company fails to replicate its Greek experience in the Middle East
region, then this could have a material effect on the Group's operations and/or
profitability.
Protection of intellectual property
The Group may be unable to adequately protect its intellectual property. No
assurance is given that the Group will develop products that are capable of
being protected or that any protection gained will be sufficiently broad in
scope to protect the Group's intellectual property rights and exclude
competitors from developing similar competing technology. The commercial success
of the Group will also depend, in part, on its current and future products not
infringing intellectual property rights owned by third parties.
Other operational risks
The Group's projects may be adversely affected by risks outside the control of
the Group including labour unrest, civil disorder, war, subversive activities or
sabotage, fires, floods, explosions or other catastrophes, epidemics or
quarantine restrictions.
Competition
The Directors intend to continue to invest in product development and growth of
the business however the Group may face significant competition including from
domestic and overseas competitors who have greater capital and other resources
than the Group and may be able to provide better services or adopt more
aggressive pricing strategies. There is no assurance that the Group will be able
to compete successfully in such a marketplace.
Tax
There may be tax implications arising from ICTV having its operations in Greece
as opposed to the United Kingdom. Investors who are in any doubt about their
tax position or that of the Group should consult their own professional
advisers.
Legal system
The laws and regulations in Greece and the Middle East may be different to those
in the UK. The application of the laws of those jurisdictions may have a
different outcome to the application of UK law in respect of the Group's
operations or any legal issues that arise. However, the Directors are not aware
of any such legal issues outstanding or pending.
INTERIM RESULTS
The Directors of the Company also announce the results of the Company's now
subsidiary, ICTV, for the period to 30 June 2009 which are in line with their
expectations and the seasonal nature of the business. The results have not been
reviewed by the Company's auditors.
Period from 1 January 2009 to 30 June
2009
Euros
Sales 75,275
Gross Profit (loss) (46,019)
Income Tax expense 29,775
Net Profit (loss) (140,292)
ADMISSION DOCUMENT
Copies of the Admission Documents will be available free of charge from the
offices of Axiom Capital Limited, Roman House 296 Golders Green Road, London
NW11 9PT during normal business hours on any week day (Saturdays, Sundays and
public holidays excepted) and will remain available for at least one month after
the date of Admission. Telephone 020 8455 0011 or email
enquiries@axiomcapital.co.uk.
ENQUIRIES:
David Sinclair, Axiom Capital Limited +44 208 455 0011
Katerina Kalligatsi, CEO and Vice President +30 2310 804 980
The Directors accept responsibility for the content of this announcement.