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CONNEXION MOBILITY LTD — Capital/Financing Update 2012
Dec 27, 2012
64739_rns_2012-12-27_4c49fa87-8dcd-4412-9b33-598058f37984.pdf
Capital/Financing Update
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ECSI LIMITED
ABN 68 004 240 313
Company Update
– Proposed Transaction Coal & Uranium
The board of ECSI Limited (ASX:ECS) after careful consideration and taking into account many different factors have decided not to proceed with the proposed transaction announced on 27 January 2012 ( proposed transaction ).
The main consideration for the board was whether the proposed transaction would bring an increase in value to shareholders of the Company, and in light of all factors the board considered it was decided to look for other opportunities.
– Proposed Transaction Mi Media Holdings & Essential Digital Group
The board of ECSI Limited are pleased to announce it has enter into an agreement with Mi Media Holdings and Essential Digital Group ( proposed transaction ), to acquire 100% of the shares in Mi Media Holdings and Essential Digital Group in exchange for the issue of 1,930,000,000 shares in ECSI Limited at a value of $0.005 (a value of $9,650,000) subject to shareholder approval.
Under the terms of the agreement Mi Media and Essential Digital Group subject to the completion of the transaction have underwritten $1,000,000 under a prospectus and best endeavors over $1,000,000 to $2,500,000.
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The board od ECSI Limited believe this transaction will complement the present operations of the Company and bring better value to all shareholders through two avenues. Under the terms of this proposed transaction compared to the previous there is less dilution on the current shareholders of the Company and secondly the acquisition will bring to the Company both revenue and profit.
Mi Media Holdings Ltd
Mi Media Holdings Limited (known as Mi Media) is a global digital media technology company founded in 2008. The company is known for its multiaward winning technology and is recognized as a global market innovator in streaming digital media technology (global radio and music services).
The mi Roamer product has won a number of awards including:
Finalist – Best of CES 2005 (Las Vegas)
Winner – AIIA Award 2005 (Sydney)
Finalist – IFA Digital Lifestyle 2005 (Berlin)
Winner – CES Innovation Award 2006 (Las Vegas)
Winner – CES Innovation Award 2007 (Las Vegas) Winner – AIIA Award 2009 (Melbourne)
Winner – Popular Mechanics “Editor’s Choice” CES 2009 (Las Vegas) Winner – Anthill “Smart 100” 2010 (Melbourne)
The technology platform has many applications and makes it easier for manufacturers and carriers to add digital media content to (as part of) their product offerings. It also allows consumers to access digital media content on their connected devices which include PCs, Smartphones, tablets, web enabled car radios and other intelligent connected devices, anywhere, anytime.
The Company has completed the development and launch of its first product; mi Roamer®, and it is now poised to launch its market penetration phase in the Telecommunications (Telco) and Auto sectors, targeting key material
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contracts, whilst continuing on the development of applications into other sectors. Typically, companies in this sector are predominantly technology led enterprises, Mi Media is very strategic, not to fall into this trap and instead use its technological knowhow and capabilities to develop market driven products and solutions.
The mi Roamer technology platform was designed with the future in mind and the way the digital media world is evolving. It effectively provides content aggregation and distribution solutions in a seamless manner to manage a number of issues relating to monetization, sourcing and managing content, integration (transcoding), and managing complex territorial content rights issues.
The Platform provides a complete, integrated solution for content originators, manufacturers, carriers and consumers. Whilst the technology is complex and can cater for any form of data, voice, music, movies and documents, it can simply be applied to provide unique customer solutions.
The Company predominantly follows a Business-to-Business (B2B) approach to the market, engaging original equipment manufacturers (OEMs) and telecommunication carriers to access their respective “captive” markets of thousands of consumers.
Essential Digital Group Pty Limited
Essential Digital Group Pty Limited (known as Essential Apps) is a mobile application development technology company founded in 2011. The company is known for its template application subscription services as well as bespoke application developments.
The template services technology platform has been developed to allow small to medium enterprises to launch their very own mobile application quickly,
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easily and cost effectively. For a nominal monthly service fee, the solution is designed to cater for a number of varying business categories
The Company has completed the development and launch of its first suite of template application products for the iPhone, and is in the process of partnering with companies with a view to establish a number of prequalified resellers. The Company has agreed to partner with its first national carrier reseller. In addition, the Company is in deep discussions with a number of other carrier business centers and is expected to secure reseller agreements to supply its template application services across multiple territories.
The goal is to establish the Essential Apps business as the market-leading brand for all mobile application development services, with a specific focus on the small to medium businesses.
The Company provides mobile application development and management services for small to medium enterprises (SMEs). Its template application services are priced from $39.00 per month (plus $499.00 set-up fee). This provides a regular recurring revenue opportunity from small business clients. The template technology platform includes a web portal administration service, which allows customers to maintain their own applications without needing to contact the Company. This service ensures minimal customer contact after the service is launched, thereby minimizes the ongoing administration and support costs.
The Company also has a distribution agreement with Mobiroo (Canada) to sell mobile application gift cards. These cards allow for consumers to purchase Android and BlackBerry applications through Mobiroo’s secure gift card and application delivery technology.
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TIMETABLE Notice of Meeting and Independents 10 February 2013 Experts Report Shareholders Meeting 11 March 2013 Prospectus 31 March 2013 Re-quotation of Securities 26 April 2013
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**ECS
Limited
Pro
forma
balance
sheet
27/12/2012**
| ECS Limited Pro forma balance sheet 27/12/2012 | |
|---|---|
ASSETS Current Assets Cash Trade & other receivable less: Provision doubtful debts Financial Assets Total Current Assets Non-Current Assets Fixed Assets Intangible Assets Total Non Current Assets Total Assets LIABILITIES Current Liabilities Financial Liabilities Trade and Other Payable |
1 2 Purchase of ECS Mi Media Essential Digital Capital Raising Assets Proforma A$ A$ A$ A$ A$ 12,032 0 3 2,500,000 0 2,512,035 0 62,923.95 5,657 0 0 68,581 0 - 62,923.95 0 0 0 -62,924 0 27,709 0 0 0 27,709 |
| 12,032 27,709 5,660 2,500,000 0 2,545,401 0 3,860 13,703 0 0 17,563 0 1,053,783 119,103 0 0 1,172,886 0 1,057,643 132,806 0 9,690,000 10,880,449 |
|
| 12,032 1,085,352 138,466 2,500,000 9,690,000 13,425,850 104,400 533,950 111,745 125,000 0 875,095 37,896 634,603 40,000 0 0 712,499 |
|
| Total Current Liabilities Total Liabilities Net Assets EQUITY Contributed Equity Retained Earnings Total Equity Notes |
142,296 1,168,553 151,745 125,000 0 1,587,594 142,296 1,168,553 151,745 125,000 0 1,587,594 |
| -130,264 -83,201 -13,279 2,375,000 9,690,000 11,838,256 |
|
| 93,480,850 3,525,761 3 2,500,000 9,690,000 109,196,61 4 - 93,611,114 - 3,608,962 -13,282 -125,000 0 -97,358,358 |
|
| -130,264 -83,201 -13,279 2,375,000 9,690,000 11,838,256 |
-
Capital
raising
under
prospectus
to
raise
a
minimum
of
$2
million
up
to
$2.5
million. -
Purchase
of
Mi
Media
and
Essential
Digital
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| Pro forma capital structure ECSI Ltd Mi Media & Essential Digital Total Shares Consolidation IPO |
Starting capital Total Vendor Shares Consolidation 40:1 Expanded capital post-transaction and post-consolidation Ownership structurepost-transaction andpost-consolidation |
570,536,387 1,938,000,000 |
|---|---|---|
| 2,508,536,387 62,713,410 |
||
| 62,713,410 22.74% 77.26% 100.00% |
||
| Initial shareholders Mi Media & Essential Digital Total IPO raises $2.5m@20cents Expanded capital post-IPO Ownership structurepost-transaction |
||
| 12,500,000 | ||
| 75,213,410 16.62% 18.96% 64.42% 100.00% |
||
| IPO subscribers Initial shareholders Coal Vendors Total |
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