The consideration will comprise an initial consideration of 80%, with 20% deferred until Premium O has generated an additional gross margin of a least GBP55,000 per month for at least three months. Once this condition has been satisfied, the issue of the shares is at the option of the individual Premium O shareholders.
Premium O, in which the Company's CEO, David Breith has a majority interest, is a specialist B2B telecoms solutions provider & network operator within the interactive communications industry. Offering its clients the ability to utilise its proven technology and market knowledge to expand upon the media used to interact with current and target audiences, Premium O has proven to be a significant source of new revenue through monetising its collection of valuable telephone numbers, improved efficiency and enhanced customer retention for many of its clients.
During the year ended 30 September 2012, Premium O generated a profit before tax of GBP377,000 on sales of GBP2.97 million and had net assets of GBP29,000.
The Coms hosted telephony platform relies heavily on both inbound and outbound calls being delivered to our customers, Coms currently enjoys revenues on outbound calls and the acquisition of Premium O now means that as the Company will own the carrier network with the associated numbers, Coms will also benefit from additional margin from the inbound element of the calls. Premium O operates c.8 million telephone numbers ranging from most geographic numbers (e.g. 0207, 0161, 01494, 03xxx and 02xxx etc.) as well as every non-geographic number range (e.g. 0845, 0800, 0871 right through to 07xx mobile number ranges and 09 services) Premium O currently offers services through SKY TV as an example.
6,000,000 of the 37,000,000 shares being issued to David Breith (80% immediately and 20% deferred) will be held in the name of Jennifer Herd.
Following the issue of the initial shares, David Breith will hold 136,186,455 ordinary shares representing 25.28 per cent of the Company and Lee Campion will hold 19,200,000 ordinary shares representing 3.56 per cent of the Company.
Iain Ross, the Company's non-executive director commented "Adding Premium O to the Coms portfolio will enhance the Company's margins through additional profitable revenue and through reducing the cost of Coms' existing operations. In addition, Coms will benefit from the approximately 8 million telephone numbers available for resale."