LOS ANGELES, Oct. 5 /PRNewswire-FirstCall/ -- IVI Communications, Inc.
(Pink Sheets: IVCM) announced today that they have signed an agreement with a private investment company for the purchase by the investment company of $2 million of IVI Communications, Inc. common shares in exchange for shares of the investment company.
The investment company is a newly formed London-based company that will apply for its shares to be admitted to trading on the London stock exchange as an investment trust. The investment company has been established specifically to invest in US micro cap companies with long term growth potential. The investment company expects its shares to be trading on the London Stock Exchange by October 29, 2004.
"This investment will enable IVI Communications, Inc. to speed up our time table in acquiring Tier III Dial-up Internet Service Providers," said Nyhl Henson, CEO of IVI Communications, Inc.
The investment company has entered into a "lock-up" agreement with IVI Communications, Inc. pursuant to which it has agreed not to trade the IVI Communications, Inc. shares it will receive as a result of this transaction for a period of one year from the closing date. IVI Communications, Inc. has agreed to file a registration statement with the SEC allowing the public resale of the common shares by the investment company, commencing at the expiration of the "lock-up" period. In full payment for the shares of IVI Communications, Inc., the investment company will issue to IVI Communications, Inc. $2 million equivalent of its shares at a price per share valued at One Pound Sterling.
Thirty percent of the investment company's shares will be held in escrow for one year following their issuance and in the event the per share market price of the IVI Communications, Inc. common stock at such time is less than the per share value of the IVI Communications, Inc. stock at the time of the closing, the investment company shall be entitled to receive out of escrow a percentage of the shares equal to the percentage of such decline. The remaining shares held in escrow shall be released to IVI Communications, Inc. at such time. The closing of this transaction is subject to certain contingencies, including the listing of the investment company shares on the London Stock Exchange on or before October 29, 2004.
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