zamano announces that, further to the announcment on 9 August 2017, it has entered into a conditional sale and purchase agreement (the “SPA”) to sell all of the Company’s operating business and assets to Kilavan Holdings Limited (the “Purchaser” or “Kilavan”) (the “Disposal”).

On 3 February 2017 the Company announced its intention to wind down the existing business lines in order to protect the cash position on the balance sheet. The board of zamano (“Board”) has considered its options for effecting this course of action in a manner that maximises the cash available for distribution to shareholders. The Board concluded that the wind down would most effectively be completed by a sale of the Company’s remaining operating business and assets comprising its premium rate SMS (“PRSMS”) business.

Accordingly, having conducted discussions with several parties, the Company has entered into the SPA with Kilavan, a company formed by the existing management team of this business. Under the terms of the SPA, zamano is proposing to sell the entire issued share capital of its whollyowned subsidiaries which operate the PRSMS business, Zamano Solutions Limited and Zamano Limited (the “Target Companies”), to Kilavan for a total consideration of €1 on a debt-free / cash-free basis (agreed between the parties as being the net amount of cash, debt, debtors and creditors of the Target Companies) (the “Consideration”). Based on an effective date of 30 June 2017, the amount of cash which would have to remain in the Target Companies for this purpose is €982,000. This represents the amount by which the Target Companies current liabilities exceeded their current assets at that date and such amount would be retained by the Target Companies to pay those excess liabilities in all sale or wind-down scenarios.

Pursuant to the terms of the SPA, zamano is making a pre-completion contribution to the Target Companies of €555,000. This amount is primarily provided in respect of known and unknown liabilities that may arise after completion of the Disposal which may have otherwise been protected through postcompletion warranty and indemnity protection. Following completion of the Disposal, zamano will retain cash of approximately €5,582,000 out of which it shall discharge existing Plc liabilities and transaction expenses related to the Disposal of approximately €282,000 and will have no other significant assets or liabilities.

Following completion of the Disposal, the Board will commence the process required for the company to be in a position to make a return of cash to shareholders. Such process is expected to take up to six months. During this time, the Board considers it is in Shareholders’ interest to continue to examine possible investment opportunities whilst this process is ongoing. The Board confirms that any material or significant investment opportunity will be conditional on Shareholder approval being obtained.

The Disposal constitutes a disposal resulting in a fundamental change in business of zamano pursuant to Rule 15 of the AIM Rules and the ESM Rules and requires the approval of the Company’s shareholders (“Shareholders”). Contingent on the approval of the Disposal by Shareholders, the Company will become an AIM Rule 15 cash shell pursuant to the AIM Rules and an investing company pursuant to the ESM Rules. Accordingly, the Company will have a period of six and twelve months under the AIM Rules and the ESM Rules, respectively, to complete a reverse takeover before trading in its shares will be automatically suspended by the relevant exchange. The Company will also seek Shareholder approval for its investing policy.

A circular, which will contain further details of the Disposal and the investing policy (the “Circular”) is expected to be posted to Shareholders shortly and will also be available on the Company’s website at

Share This