2003
MAISHA PLC
PEARL MICRO SOLUTIONS LIMITED
Maisha plc ("Maisha") announces that, in relation to the acquisition by Maisha of the entire issued share capital of Pearl Micro Solutions Limited ("PMS") (the "Acquisition"), pursuant to the terms of the agreement (the "Acquisition Agreement") dated 24 July 2003 between, Salman Mahmood and Gamma Ventures Limited (1), Faheem Ahmad (2) and Maisha (3), Maisha has been advised that the net asset value of PMS as at the date of completion of the Acquisition, being 26 August 2003, is likely to have been materially below the requirement of #55,000 under the Acquisition Agreement. Maisha has yet to receive the formal certificate from the auditors certifying the net asset value at 26 August 2003. Salman Mahmood and Faheem Ahmad, who gave the net asset value warranty contained in the Acquisition Agreement, have been reminded of their obligations to pay in cash a sum equal to the shortfall as evidenced by the auditors' certificate.
The directors of Maisha intend to conduct a review of the performance of PMS since the date of completion of the Acquisition.
A further announcement will be made in due course.
19 December 2003
MAISHA PLC
RESULT OF EGM
Maisha plc ("Maisha") is pleased to announce that at its Extraordinary General Meeting held today both resolutions were duly passed, resolution 2 being passed on a poll in accordance with the requirements of the Panel on Takeovers and Mergers in relation to the waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers.
Accordingly, as set out in the circular to shareholders dated 25 July 2003, it is expected that completion of the acquisition of the entire issued share capital of Pearl Micro Solutions Limited, cancellation of the listing of Maisha's ordinary shares and admission of Maisha's ordinary shares to AIM will become effective at 8.00 a.m. on Tuesday, 26 August 2003.
22 August 2003
RNS Number:9883N Maisha PLC 25 July 2003
MAISHA PLC
(formerly Regina PLC)
Copies of a circular to shareholders in connection with, inter alia, the proposed acquisition of Pearl Micro Solutions Limited and cancellation of listing and admission to AIM have been delivered to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel No. (020) 7676 1000
25 July 2003
LONDON (AFX) - Maisha PLC said it has entered into a conditional contract with Salman Mahmood and Gamma Ventures Ltd to acquire the entire issued share capital of Pearl Micro Solutions Ltd in all shares deal which is being consider as a proposed reverse takeover.
It added that it plans to cancel its LSE listing and switch to AIM.
Under the terms of the acquisition agreement, Maisha will acquire PMS for the issue of 10,218,536 ordinary shares of 1p each in Maisha upon completion and up to a further 13,624,712 ordinary shares.
The acquisition is conditional upon, inter alia, the approval of Maisha shareholders in general meeting, it added.
Upon completion of the acquisition, Salman Mahmood and Gamma Ventures Ltd will hold 10,218,536 ordinary shares, being the initial issue, representing 30 pct of the voting rights of Maisha. The vendors are deemed to be acting in concert with certain persons, including Mumtaz Khan, Chairman and Chief Executive of Maisha.
Taking into account the 1,278,200 shares held by Jackal Investments Ltd, in which Mumtaz Khan is beneficially interested, the members of the concert party will, accordingly, be interested in a total of 11,496,736 ordinary shares, representing around 33.75 pct of the voting rights of Maisha.
Including the deferred issue of shares in Maisha, the concert party could be interested in up to 25,121,448 Ordinary Shares, representing around 52.68 pct of the voting rights of Maisha, it said.
The directors and the proposed directors consider that AIM will be more appropriate for the size and stage of development of Maisha following completion of the acquisition than the official List, it said.
newsdesk@afxnews.com
sk/
RNS Number:9427N Maisha PLC 24 July 2003
MAISHA PLC
PROPOSED REVERSE TAKEOVER AND
CANCELLATION OF LISTING AND ADMISSION TO AIM
Maisha plc ("Maisha") announces that it has today entered into a conditional contract with Salman Mahmood and Gamma Ventures Limited (the "Vendors") to acquire the entire issued share capital of Pearl Micro Solutions Limited ("PMS") (the "Acquisition").
PMS is a computer consultancy and development company founded more than 20 years ago. Operating from leasehold premises in Epsom, Surrey, PMS has eight employees of which six are full-time and two are part-time.
PMS offers not only bespoke IT consultancy but also specialises in customer relationship management ("CRM") software with expertise in the implementation and customisation of application software, including Siebel, SAP and Microsoft products and is ISO9000 certified. PMS also specialises in application integration technologies and the migration of data between various platforms.
To enhance its clients' skills base, PMS is able to offer an IT recruitment service specialising in the areas of project management, business analysis, CRM consultancy, database design, network administration, programme analysis, application development and e-business.
PMS is able to arrange IT training in Microsoft-based applications, Oracle and CRM products by industry certified trainers. PMS is also able to arrange bespoke courses to match clients' requirements, either at the client's premises or another convenient site.
Throughout its history, PMS has focused primarily on a limited number of blue chip clients for its IT consultancy and bespoke software development services. In particular, PMS has worked closely with Shell International Petroleum Limited, which has to date accounted for the substantial majority of its turnover.
The directors of PMS are Salman Mahmood and Faheem Ahmad and, upon completion of the Acquisition, they will be appointed as Chief Executive and a Non-Executive Director of Maisha, respectively. Upon completion of the Acquisition, Salman Mahmood will enter into a service agreement with Maisha and Maisha will issue a letter of appointment to Faheem Ahmad.
The service agreement with Salman Mahmood will be for an initial term until 31 August 2005 and terminable by either party on or after that date by not less than six months' notice in writing. The agreement will contain standard confidentiality and non-compete provisions for a period of 12 months. The salary of Salman Mahmood will be #60,000 per annum and may, at the discretion of Maisha, be increased having regard to increases in the cost of living, the performance of Salman Mahmood and the profitability of the Enlarged Group. He will also be entitled to a pension contribution equal to 5% of his salary and a car allowance of #500 per month. Salman Mahmood will work full time for Maisha, with 20 days' holiday per year.
Under the terms of his letter of appointment, Faheem Ahmad will not be entitled to receive any fees in respect of his services as a director of Maisha.
Since taking control of PMS in 2002, Salman Mahmood and Faheem Ahmad (the "Proposed Directors") have taken steps to capitalise on the core business of PMS by expanding the client base and offering a wider range of services and products. The Proposed Directors have also identified a number of opportunities, including potential acquisitions, to benefit further from the application of the extensive skill base of PMS, including tender participation, not only in the UK but also across Europe, and product marketing and development.
The financial record of PMS as set out below has been extracted without material adjustment from the audited accounts of PMS for the three years ended 31 March 2000, 2001 and 2002 and the ten months ended 31 January 2003.
31 March 31 March 31 March 31 January
2000 2001 2002 2003
#000 #000 #000 #000
Turnover
374 372 392 290
Operating profit 7 18 29 13
Profit before taxation 9 19 30 13
Net assets
72 88 85 57
The existing directors of Maisha (the "Directors") and the Proposed Directors believe that PMS's existing business is soundly based and capable of considerable expansion. In addition, a number of new opportunities have been identified by the Proposed Directors. Accordingly, the Directors consider that the Acquisition represents a major opportunity to enhance shareholder value significantly.
Under the terms of the Acquisition agreement, Maisha will acquire the entire issued share capital of PMS, consisting of 60 ordinary shares of #1 each, 60 redeemable ordinary shares of #1 each and 60 non-voting, non-participating ordinary shares of #1 each, for a consideration comprising the issue to the Vendors of 10,218,536 ordinary shares of 1p each in Maisha ("Ordinary Shares") upon completion (the "Initial Consideration Shares") and up to a further 13,624,712 Ordinary Shares (the "Deferred Consideration Shares").
The Deferred Consideration Shares will be issued in two tranches. The first tranche of up to 5,676,962 Ordinary Shares will be issued following the Annual General Meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2004 are approved, with the actual number to be issued being determined by reference to a target profit before taxation for that year of #757,000. The second tranche of up to 7,947,750 Ordinary Shares will be issued following the Annual General Meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2005 are approved, with the actual number to be issued being determined by reference to a target profit before taxation for that year of #6,666,550.
The Acquisition is conditional upon, inter alia, the approval of Maisha shareholders in general meeting.
Upon completion of the Acquisition, the Vendors will hold 10,218,536 Ordinary Shares, being the Initial Consideration Shares, representing 30% of the voting rights of Maisha. The Vendors are deemed to be acting in concert with certain persons, including Mumtaz Khan, Chairman and Chief Executive of Maisha (the "Concert Party"). Taking into account the 1,278,200 Ordinary Shares held by Jackal Investments Limited, in which Mumtaz Khan is beneficially interested, the members of the Concert Party will, accordingly, be interested in a total of 11,496,736 Ordinary Shares, representing approximately 33.75% of the voting rights of Maisha. Depending upon the audited profit before taxation of Maisha in the financial years ending 31 August 2004 and 2005, up to 13,624,712 Deferred Consideration Shares could be issued to the Vendors resulting in the Vendors holding up to 23,843,248 Ordinary Shares which, if no other Ordinary Shares were issued in the meantime, could represent one vote more than 50% of the voting rights of Maisha. Accordingly, taking into account the shareholding of Jackal Investments Limited, the members of the Concert Party could be interested in up to 25,121,448 Ordinary Shares, representing approximately 52.68% of the voting rights of Maisha. In accordance with the terms of the Acquisition agreement, the earliest this could occur is the date of the annual general meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2005 are approved.
The Panel on Takeovers and Mergers has agreed, subject to the relevant Resolution being passed on a poll of shareholders independent of the Concert Party in general meeting to waive the obligation on the Concert Party to make a general offer to shareholders under Rule 9 of the City Code on Takeovers and Mergers which would otherwise arise as a result of the issue of the Initial Consideration Shares and the issue of any Deferred Consideration Shares to the Vendors. Jackal Investments Limited, in which Mumtaz Khan, a member of the Concert Party, is beneficially interested, will not be entitled to vote on the relevant Resolution.
Under the Listing Rules of the UK Listing Authority, the Acquisition represents a reverse takeover and, accordingly, listing of the Ordinary Shares on the Official List and dealings in the Ordinary Shares on the London Stock Exchange's market for listed securities have been suspended pending publication of a circular to shareholders containing information relating to the Acquisition, together with notice of an Extraordinary General Meeting at which shareholders' approval of the Acquisition will be sought. It is expected that the circular to shareholders will be published on 25 July 2003 and that the suspensions will be lifted with effect from 8.00 a.m. on 28 July 2003.
The Directors and the Proposed Directors consider that AIM will be more appropriate for the size and stage of development of the Maisha following completion of the Acquisition than the Official List and, accordingly, conditional upon completion of the Acquisition, Maisha intends to apply for cancellation of the listing of the existing issued Ordinary Shares and for admission of the Initial Consideration Shares and the existing issued Ordinary Shares to AIM.
24 July 2003
LONDON (AFX) - Maisha PLC has requested that trading in its shares be suspended on the Official List of the London Stock Exchange, pending approval of a circular.
newsdesk@afxnews.com
shw
LONDON (AFX) - Maisha PLC said Mark Hardy has bought 25,000 ordinary shares bringing his total stake in the company to 3.04 pct or 725,000 shares.
The acquisition represents 0.10 pct of the compay's share capital.
According to a spokesman, Hardy is a private investor.
jcm/sk
RNS Number:7788N Maisha PLC 21 July 2003
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
MAISHA PLC
2) Name of shareholder having a major interest
MARK HARDY
3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18
PERSON NAMED IN 2) ABOVE
4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them
NOT DISCLOSED
5) Number of shares/amount of stock acquired
25,000
6) Percentage of issued class
0.10%
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued class
N/A
9) Class of security
ORDINARY SHARES OF 1P EACH
10) Date of transaction
4 JULY 2003
11) Date company informed
21 JULY 2003
12) Total holding following this notification
725,000 SHARES
13) Total percentage holding of issued class following this notification
3.04%
14) Any additional information
15) Name of contact and telephone number for queries
DEREK CROWHURST - KEITH, BAYLEY, ROGERS & CO. LIMITED - 020 7871 2232
16) Name and signature of authorised company official responsible for making this notification
GUY NEELY, FINANCE DIRECTOR AND COMPANY SECRETARY
Date of notification 21 JULY 2003'
LONDON (AFX) - Maisha PLC six months to February 28 2003
Sales - nil vs nil
Pretax loss - 43,000 stg vs loss 58,000
Loss per share - 0.18 pence vs LPS 0.24
vjt/
RNS Number:4225L
Maisha PLC
22 May 2003
MAISHA PLC
INTERIM REPORT FOR THE SIX MONTHS TO 28 FEBRUARY 2003
CHAIRMAN'S STATEMENT
The Group's results for the half year ended 28 February 2003 show a loss before
and after taxation of #43,000. This compares with a loss of #58,000 for the
comparable period last year, and includes #10,000 of expenses relating to a
proposed acquisition.
Mumtaz H Khan
Chairman
22 May 2003
SUMMARISED GROUP PROFIT AND LOSS ACCOUNT Half year ended Half year ended
28 February 2003 28 February 2002 Year ended 31
August 2002
(Unaudited) (Unaudited) (Audited)
#'000 #'000 #'000
Turnover - - -
Operating loss (57) (76) (206)
Net interest 14 18 36
Loss on ordinary activities before and after taxation (43) (58) (170)
Loss per share (Note 2) (0.18)p (0.24)p (0.71)p
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
#'000 #'000 #'000
Loss after taxation (43) (58) (170)
Loss on foreign currency translation - - (2)
Total recognised loss (43) (58) (172)
GROUP BALANCE SHEET As at As at As at
28 February 28 February 31 August
2003 2002 2002 (Audited)
(Unaudited) (Unaudited) #'000
#'000 #'000
Fixed assets - - -
Current assets
Debtors 3 6 6
Cash at bank and in hand 852 1,015 947
855 1,021 953
Creditors: amounts falling due within one year (33) (42) (88)
Net current assets 822 979 865
Capital and reserves
Called up share capital 238 238 238
Share premium account 345 345 345
Profit and loss account 239 508 282
822 1,091 865
GROUP CASH FLOW STATEMENT Half year ended Half year ended
28 February 2003 28 February 2002 Year ended 31
August 2002
(Unaudited) (Unaudited) (Audited)
#'000 #'000 #'000
Net cash (outflow)/inflow from operating activities (109) (107) (193)
Interest received 14 18 36
(Decrease)/increase in cash (95) (89) (157)
NOTES TO THE INTERIM REPORT
1 - Basis of preparation
The Interim Report has been prepared under the historical cost convention, in
accordance with applicable accounting standards.
The Interim Report does not comprise statutory accounts for the purpose of
section 240 of the Companies Act 1985.
The information for the six months ended 28 February 2003 and the six months
ended 28 February 2002 is unaudited and has not been reviewed by the Company's
auditors. The information for the six months ended 28 February 2002 forms part
of the results contained in the statutory accounts for the year ended 31 August
2002. The information for the year ended 31 August 2002 has been extracted from
the statutory accounts on which an unqualified audit report was issued and which
have been delivered to the Registrar of Companies.
2 - Loss per share
Loss per share is based on a loss after taxation of #43,000 and on 23,843,247
shares, being the number of ordinary shares in issue during the period (February
2002 #58,000 loss and August 2002 #170,000 loss on 23,843,247 shares).
3 - Dividends
The Directors do not propose the payment of an interim dividend.
4 - Publication
Copies of this statement will be circulated to all shareholders and will also be
available from the registered office of the Company, Centurion House, 37 Jewry
Street, London EC3N 2ER.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR KLLBLXEBLBBD
LONDON (AFX) - Maisha PLC said chief executive Mumtaz Khan has been appointed as chairman with effect from last Friday, replacing Horatius Da Gama Rose who remains on the board as a non-executive director.
newsdesk@afxnews.com
shw
RNS Number:2798L Maisha PLC 19 May 2003
MAISHA PLC
BOARD CHANGES
Maisha plc announces that, with effect from Friday 16 May 2003, Mr Mumtaz Khan, Chief Executive, has been appointed Chairman. The former Chairman, Mr Horatius Da Gama Rose, remains on the Board as a Non-Executive Director.
19 May 2003
PEARL MICRO SOLUTIONS LIMITED
Maisha plc ("Maisha") announces that, in relation to the acquisition by Maisha of the entire issued share capital of Pearl Micro Solutions Limited ("PMS") (the "Acquisition"), pursuant to the terms of the agreement (the "Acquisition Agreement") dated 24 July 2003 between, Salman Mahmood and Gamma Ventures Limited (1), Faheem Ahmad (2) and Maisha (3), Maisha has been advised that the net asset value of PMS as at the date of completion of the Acquisition, being 26 August 2003, is likely to have been materially below the requirement of #55,000 under the Acquisition Agreement. Maisha has yet to receive the formal certificate from the auditors certifying the net asset value at 26 August 2003. Salman Mahmood and Faheem Ahmad, who gave the net asset value warranty contained in the Acquisition Agreement, have been reminded of their obligations to pay in cash a sum equal to the shortfall as evidenced by the auditors' certificate.
The directors of Maisha intend to conduct a review of the performance of PMS since the date of completion of the Acquisition.
A further announcement will be made in due course.
19 December 2003
MAISHA PLC
RESULT OF EGM
Maisha plc ("Maisha") is pleased to announce that at its Extraordinary General Meeting held today both resolutions were duly passed, resolution 2 being passed on a poll in accordance with the requirements of the Panel on Takeovers and Mergers in relation to the waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers.
Accordingly, as set out in the circular to shareholders dated 25 July 2003, it is expected that completion of the acquisition of the entire issued share capital of Pearl Micro Solutions Limited, cancellation of the listing of Maisha's ordinary shares and admission of Maisha's ordinary shares to AIM will become effective at 8.00 a.m. on Tuesday, 26 August 2003.
22 August 2003
RNS Number:9883N Maisha PLC 25 July 2003
MAISHA PLC
(formerly Regina PLC)
Copies of a circular to shareholders in connection with, inter alia, the proposed acquisition of Pearl Micro Solutions Limited and cancellation of listing and admission to AIM have been delivered to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel No. (020) 7676 1000
25 July 2003
LONDON (AFX) - Maisha PLC said it has entered into a conditional contract with Salman Mahmood and Gamma Ventures Ltd to acquire the entire issued share capital of Pearl Micro Solutions Ltd in all shares deal which is being consider as a proposed reverse takeover.
It added that it plans to cancel its LSE listing and switch to AIM.
Under the terms of the acquisition agreement, Maisha will acquire PMS for the issue of 10,218,536 ordinary shares of 1p each in Maisha upon completion and up to a further 13,624,712 ordinary shares.
The acquisition is conditional upon, inter alia, the approval of Maisha shareholders in general meeting, it added.
Upon completion of the acquisition, Salman Mahmood and Gamma Ventures Ltd will hold 10,218,536 ordinary shares, being the initial issue, representing 30 pct of the voting rights of Maisha. The vendors are deemed to be acting in concert with certain persons, including Mumtaz Khan, Chairman and Chief Executive of Maisha.
Taking into account the 1,278,200 shares held by Jackal Investments Ltd, in which Mumtaz Khan is beneficially interested, the members of the concert party will, accordingly, be interested in a total of 11,496,736 ordinary shares, representing around 33.75 pct of the voting rights of Maisha.
Including the deferred issue of shares in Maisha, the concert party could be interested in up to 25,121,448 Ordinary Shares, representing around 52.68 pct of the voting rights of Maisha, it said.
The directors and the proposed directors consider that AIM will be more appropriate for the size and stage of development of Maisha following completion of the acquisition than the official List, it said.
newsdesk@afxnews.com
sk/
RNS Number:9427N Maisha PLC 24 July 2003
MAISHA PLC
PROPOSED REVERSE TAKEOVER AND
CANCELLATION OF LISTING AND ADMISSION TO AIM
Maisha plc ("Maisha") announces that it has today entered into a conditional contract with Salman Mahmood and Gamma Ventures Limited (the "Vendors") to acquire the entire issued share capital of Pearl Micro Solutions Limited ("PMS") (the "Acquisition").
PMS is a computer consultancy and development company founded more than 20 years ago. Operating from leasehold premises in Epsom, Surrey, PMS has eight employees of which six are full-time and two are part-time.
PMS offers not only bespoke IT consultancy but also specialises in customer relationship management ("CRM") software with expertise in the implementation and customisation of application software, including Siebel, SAP and Microsoft products and is ISO9000 certified. PMS also specialises in application integration technologies and the migration of data between various platforms.
To enhance its clients' skills base, PMS is able to offer an IT recruitment service specialising in the areas of project management, business analysis, CRM consultancy, database design, network administration, programme analysis, application development and e-business.
PMS is able to arrange IT training in Microsoft-based applications, Oracle and CRM products by industry certified trainers. PMS is also able to arrange bespoke courses to match clients' requirements, either at the client's premises or another convenient site.
Throughout its history, PMS has focused primarily on a limited number of blue chip clients for its IT consultancy and bespoke software development services. In particular, PMS has worked closely with Shell International Petroleum Limited, which has to date accounted for the substantial majority of its turnover.
The directors of PMS are Salman Mahmood and Faheem Ahmad and, upon completion of the Acquisition, they will be appointed as Chief Executive and a Non-Executive Director of Maisha, respectively. Upon completion of the Acquisition, Salman Mahmood will enter into a service agreement with Maisha and Maisha will issue a letter of appointment to Faheem Ahmad.
The service agreement with Salman Mahmood will be for an initial term until 31 August 2005 and terminable by either party on or after that date by not less than six months' notice in writing. The agreement will contain standard confidentiality and non-compete provisions for a period of 12 months. The salary of Salman Mahmood will be #60,000 per annum and may, at the discretion of Maisha, be increased having regard to increases in the cost of living, the performance of Salman Mahmood and the profitability of the Enlarged Group. He will also be entitled to a pension contribution equal to 5% of his salary and a car allowance of #500 per month. Salman Mahmood will work full time for Maisha, with 20 days' holiday per year.
Under the terms of his letter of appointment, Faheem Ahmad will not be entitled to receive any fees in respect of his services as a director of Maisha.
Since taking control of PMS in 2002, Salman Mahmood and Faheem Ahmad (the "Proposed Directors") have taken steps to capitalise on the core business of PMS by expanding the client base and offering a wider range of services and products. The Proposed Directors have also identified a number of opportunities, including potential acquisitions, to benefit further from the application of the extensive skill base of PMS, including tender participation, not only in the UK but also across Europe, and product marketing and development.
The financial record of PMS as set out below has been extracted without material adjustment from the audited accounts of PMS for the three years ended 31 March 2000, 2001 and 2002 and the ten months ended 31 January 2003.
31 March 31 March 31 March 31 January
2000 2001 2002 2003
#000 #000 #000 #000
Turnover
374 372 392 290
Operating profit 7 18 29 13
Profit before taxation 9 19 30 13
Net assets
72 88 85 57
The existing directors of Maisha (the "Directors") and the Proposed Directors believe that PMS's existing business is soundly based and capable of considerable expansion. In addition, a number of new opportunities have been identified by the Proposed Directors. Accordingly, the Directors consider that the Acquisition represents a major opportunity to enhance shareholder value significantly.
Under the terms of the Acquisition agreement, Maisha will acquire the entire issued share capital of PMS, consisting of 60 ordinary shares of #1 each, 60 redeemable ordinary shares of #1 each and 60 non-voting, non-participating ordinary shares of #1 each, for a consideration comprising the issue to the Vendors of 10,218,536 ordinary shares of 1p each in Maisha ("Ordinary Shares") upon completion (the "Initial Consideration Shares") and up to a further 13,624,712 Ordinary Shares (the "Deferred Consideration Shares").
The Deferred Consideration Shares will be issued in two tranches. The first tranche of up to 5,676,962 Ordinary Shares will be issued following the Annual General Meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2004 are approved, with the actual number to be issued being determined by reference to a target profit before taxation for that year of #757,000. The second tranche of up to 7,947,750 Ordinary Shares will be issued following the Annual General Meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2005 are approved, with the actual number to be issued being determined by reference to a target profit before taxation for that year of #6,666,550.
The Acquisition is conditional upon, inter alia, the approval of Maisha shareholders in general meeting.
Upon completion of the Acquisition, the Vendors will hold 10,218,536 Ordinary Shares, being the Initial Consideration Shares, representing 30% of the voting rights of Maisha. The Vendors are deemed to be acting in concert with certain persons, including Mumtaz Khan, Chairman and Chief Executive of Maisha (the "Concert Party"). Taking into account the 1,278,200 Ordinary Shares held by Jackal Investments Limited, in which Mumtaz Khan is beneficially interested, the members of the Concert Party will, accordingly, be interested in a total of 11,496,736 Ordinary Shares, representing approximately 33.75% of the voting rights of Maisha. Depending upon the audited profit before taxation of Maisha in the financial years ending 31 August 2004 and 2005, up to 13,624,712 Deferred Consideration Shares could be issued to the Vendors resulting in the Vendors holding up to 23,843,248 Ordinary Shares which, if no other Ordinary Shares were issued in the meantime, could represent one vote more than 50% of the voting rights of Maisha. Accordingly, taking into account the shareholding of Jackal Investments Limited, the members of the Concert Party could be interested in up to 25,121,448 Ordinary Shares, representing approximately 52.68% of the voting rights of Maisha. In accordance with the terms of the Acquisition agreement, the earliest this could occur is the date of the annual general meeting of Maisha at which the audited accounts of Maisha for the year ending 31 August 2005 are approved.
The Panel on Takeovers and Mergers has agreed, subject to the relevant Resolution being passed on a poll of shareholders independent of the Concert Party in general meeting to waive the obligation on the Concert Party to make a general offer to shareholders under Rule 9 of the City Code on Takeovers and Mergers which would otherwise arise as a result of the issue of the Initial Consideration Shares and the issue of any Deferred Consideration Shares to the Vendors. Jackal Investments Limited, in which Mumtaz Khan, a member of the Concert Party, is beneficially interested, will not be entitled to vote on the relevant Resolution.
Under the Listing Rules of the UK Listing Authority, the Acquisition represents a reverse takeover and, accordingly, listing of the Ordinary Shares on the Official List and dealings in the Ordinary Shares on the London Stock Exchange's market for listed securities have been suspended pending publication of a circular to shareholders containing information relating to the Acquisition, together with notice of an Extraordinary General Meeting at which shareholders' approval of the Acquisition will be sought. It is expected that the circular to shareholders will be published on 25 July 2003 and that the suspensions will be lifted with effect from 8.00 a.m. on 28 July 2003.
The Directors and the Proposed Directors consider that AIM will be more appropriate for the size and stage of development of the Maisha following completion of the Acquisition than the Official List and, accordingly, conditional upon completion of the Acquisition, Maisha intends to apply for cancellation of the listing of the existing issued Ordinary Shares and for admission of the Initial Consideration Shares and the existing issued Ordinary Shares to AIM.
24 July 2003
LONDON (AFX) - Maisha PLC has requested that trading in its shares be suspended on the Official List of the London Stock Exchange, pending approval of a circular.
newsdesk@afxnews.com
shw
LONDON (AFX) - Maisha PLC said Mark Hardy has bought 25,000 ordinary shares bringing his total stake in the company to 3.04 pct or 725,000 shares.
The acquisition represents 0.10 pct of the compay's share capital.
According to a spokesman, Hardy is a private investor.
jcm/sk
RNS Number:7788N Maisha PLC 21 July 2003
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
MAISHA PLC
2) Name of shareholder having a major interest
MARK HARDY
3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18
PERSON NAMED IN 2) ABOVE
4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them
NOT DISCLOSED
5) Number of shares/amount of stock acquired
25,000
6) Percentage of issued class
0.10%
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued class
N/A
9) Class of security
ORDINARY SHARES OF 1P EACH
10) Date of transaction
4 JULY 2003
11) Date company informed
21 JULY 2003
12) Total holding following this notification
725,000 SHARES
13) Total percentage holding of issued class following this notification
3.04%
14) Any additional information
15) Name of contact and telephone number for queries
DEREK CROWHURST - KEITH, BAYLEY, ROGERS & CO. LIMITED - 020 7871 2232
16) Name and signature of authorised company official responsible for making this notification
GUY NEELY, FINANCE DIRECTOR AND COMPANY SECRETARY
Date of notification 21 JULY 2003'
LONDON (AFX) - Maisha PLC six months to February 28 2003
Sales - nil vs nil
Pretax loss - 43,000 stg vs loss 58,000
Loss per share - 0.18 pence vs LPS 0.24
vjt/
RNS Number:4225L
Maisha PLC
22 May 2003
MAISHA PLC
INTERIM REPORT FOR THE SIX MONTHS TO 28 FEBRUARY 2003
CHAIRMAN'S STATEMENT
The Group's results for the half year ended 28 February 2003 show a loss before
and after taxation of #43,000. This compares with a loss of #58,000 for the
comparable period last year, and includes #10,000 of expenses relating to a
proposed acquisition.
Mumtaz H Khan
Chairman
22 May 2003
SUMMARISED GROUP PROFIT AND LOSS ACCOUNT Half year ended Half year ended
28 February 2003 28 February 2002 Year ended 31
August 2002
(Unaudited) (Unaudited) (Audited)
#'000 #'000 #'000
Turnover - - -
Operating loss (57) (76) (206)
Net interest 14 18 36
Loss on ordinary activities before and after taxation (43) (58) (170)
Loss per share (Note 2) (0.18)p (0.24)p (0.71)p
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
#'000 #'000 #'000
Loss after taxation (43) (58) (170)
Loss on foreign currency translation - - (2)
Total recognised loss (43) (58) (172)
GROUP BALANCE SHEET As at As at As at
28 February 28 February 31 August
2003 2002 2002 (Audited)
(Unaudited) (Unaudited) #'000
#'000 #'000
Fixed assets - - -
Current assets
Debtors 3 6 6
Cash at bank and in hand 852 1,015 947
855 1,021 953
Creditors: amounts falling due within one year (33) (42) (88)
Net current assets 822 979 865
Capital and reserves
Called up share capital 238 238 238
Share premium account 345 345 345
Profit and loss account 239 508 282
822 1,091 865
GROUP CASH FLOW STATEMENT Half year ended Half year ended
28 February 2003 28 February 2002 Year ended 31
August 2002
(Unaudited) (Unaudited) (Audited)
#'000 #'000 #'000
Net cash (outflow)/inflow from operating activities (109) (107) (193)
Interest received 14 18 36
(Decrease)/increase in cash (95) (89) (157)
NOTES TO THE INTERIM REPORT
1 - Basis of preparation
The Interim Report has been prepared under the historical cost convention, in
accordance with applicable accounting standards.
The Interim Report does not comprise statutory accounts for the purpose of
section 240 of the Companies Act 1985.
The information for the six months ended 28 February 2003 and the six months
ended 28 February 2002 is unaudited and has not been reviewed by the Company's
auditors. The information for the six months ended 28 February 2002 forms part
of the results contained in the statutory accounts for the year ended 31 August
2002. The information for the year ended 31 August 2002 has been extracted from
the statutory accounts on which an unqualified audit report was issued and which
have been delivered to the Registrar of Companies.
2 - Loss per share
Loss per share is based on a loss after taxation of #43,000 and on 23,843,247
shares, being the number of ordinary shares in issue during the period (February
2002 #58,000 loss and August 2002 #170,000 loss on 23,843,247 shares).
3 - Dividends
The Directors do not propose the payment of an interim dividend.
4 - Publication
Copies of this statement will be circulated to all shareholders and will also be
available from the registered office of the Company, Centurion House, 37 Jewry
Street, London EC3N 2ER.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR KLLBLXEBLBBD
LONDON (AFX) - Maisha PLC said chief executive Mumtaz Khan has been appointed as chairman with effect from last Friday, replacing Horatius Da Gama Rose who remains on the board as a non-executive director.
newsdesk@afxnews.com
shw
RNS Number:2798L Maisha PLC 19 May 2003
MAISHA PLC
BOARD CHANGES
Maisha plc announces that, with effect from Friday 16 May 2003, Mr Mumtaz Khan, Chief Executive, has been appointed Chairman. The former Chairman, Mr Horatius Da Gama Rose, remains on the Board as a Non-Executive Director.
19 May 2003
Nordic Panorama Plc
Registered Office
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London EC4Y 1DH
Tel: 020 7353 5624
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