SerVision plc Notice of General Meeting (8518O)

TIDMSEV

RNS Number : 8518O

SerVision plc

01 June 2015

1 June 2015

SerVision plc

("SerVision" or the "Company")

Notice of General Meeting

SerVision plc (AIM: SEV), the AIM quoted developer and manufacturer of digital security systems, announces that, further to the announcement released by the Company on 22 May 2015, the Company, on 29 May 2015, posted to shareholders a notice convening a general meeting of the Company (the "General Meeting") which is to be held at 10:30 a.m. on 23 June 2015 at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF.

The notice of General Meeting and a form of proxy will be available shortly to download from the Company's website at www.servision.net.

Edited extracts from the notice of General Meeting are included below. The same definitions apply throughout this announcement as are applied in the circular.

For further information please contact:

 
SerVision plc                                     [phone] 
Gidon Tahan, Chairman and CEO 
Allenby Capital Limited (Nominated Adviser 
 and Broker)                                 [phone] 
Nick Athanas / James Reeve 
Leander (Financial PR) 
Christian Taylor-Wilkinson                   [phone] 
 

Notes to Editors

SerVision is a pioneer in the field of security communications technology and a leading developer and manufacturer of fully integrated video recording and transmission systems for homeland security and transportation applications. The Company's core technology is proprietary video compression which is optimised for streaming real-time video over any type of cellular or narrowband network.

   1.         Introduction 

The Board of SerVision announced on 22 May 2015 a capital raising of GBP911,927 (before expenses) to be used by the Company to satisfy the Company's existing order book and for general working capital purposes. This is being effected by means of a subscription of 17,537,059 new ordinary shares of 1 pence each in the Company (the "Subscription Shares") at a price of 5.2 pence per Subscription Share (the "Subscription").

A total of GBP513,836, representing the issue of 9,881,466 of the Subscription Shares to new and existing investors (the "Firm Subscription Shares"), has been raised pursuant to the Company's existing share authorities. The Firm Subscription Shares were admitted to trading on the AIM Market of the London Stock Exchange at 8am on 29 May 2015.

A total of GBP398,091, representing the issue of 7,655,593 of the Subscription Shares to Gabriel Sassoon (the "Conditional Subscription Shares"), is conditional upon shareholder approval through the passing of certain resolutions (the "Resolutions") to be proposed at a general meeting of the Company to be held at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF on 23 June 2015 at 10:30 am (the "General Meeting") and Admission. Mr Sassoon is an existing shareholder and is beneficially interested in 8.25% of the current issued share capital of SerVision (prior to the issue of Subscription Shares). Subject to the passing of the Resolutions, it is expected that Admission will become effective and that dealings in the Conditional Subscription Shares will commence on 24 June 2015.

The Conditional Subscription Shares will be equivalent to approximately 8.68 per cent. of the enlarged issued share capital of SerVision following Admission and the subscription price of 5.2 pence per share represented a premium of approximately 26.1 per cent. to the closing mid-market price of an existing issued ordinary share on 21 May 2015, being the last practicable date prior to the announcement of the Subscription on 22 May 2015.

The issue of the Conditional Subscription Shares is conditional upon the passing of the Resolutions by shareholders at the General Meeting to authorise, inter alia, the allotment of the Conditional Subscription Shares and to approve the disapplication of pre-emption rights to enable the Board of SerVision to allot the Conditional Subscription Shares. The Board has convened the General Meeting at which shareholders in SerVision will be asked to consider and, if thought fit, pass the Resolutions.

Application will be made to the London Stock Exchange for the Conditional Subscription Shares to be admitted to trading on AIM. It is expected that, following the passing of the Resolutions at the General Meeting, dealings in the Conditional Subscription Shares will commence on or around 24 June 2015. Subject to the passing of the Resolutions and Admission becoming effective on or around 24 June 2015, the Conditional Subscription Shares will rank pari passu with the existing issued ordinary share capital of SerVision.

The purpose of this document is to provide you with information about the Subscription and to explain why the Directors consider the passing of the Resolutions to enable the issue of the Conditional Subscription Shares to occur to be in the best interests of the Company and the shareholders and why the Board of SerVision unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

   2.   Background to the Subscription and use of proceeds 

The Board of SerVision believed that there was an opportunity to raise funds from a small number of investors and therefore decided to effect the fundraising by way of the Subscription, rather than by offering all shareholders in the Company the opportunity to acquire further shares. The Board of SerVision believed that the additional cost and delay which would have been incurred in connection with any such offer would not have been in the best interests of the Company. The net proceeds of the Subscription are being put towards the general working capital requirements of the Company and to satisfy the Company's existing order book.

As part of the Subscription, Gabriel Sassoon, an existing shareholder in SerVision who is beneficially interested in 8.25% of the current issued share capital of SerVision prior to the issue of the Subscription Shares, is subscribing for the Conditional Subscription Shares at the Subscription Price. Following the issue of the Conditional Subscription Shares, Gabriel Sassoon will be interested in 13,316,528 ordinary shares of 1 pence each in the Company representing 15.09 per cent. of the enlarged issued share capital of SerVision.

   3.   Grant of options 

The Company announced on 22 May 2015 that they had also agreed to grant the following options to the following persons:

-- Gabriel Sassoon, the largest investor in the Subscription, has conditionally been granted options over 6,346,154 new ordinary shares in the Company, exercisable at a price of 5.2 pence per share (equivalent to the Subscription price) anytime between the date of the General Meeting and 1 November 2015 (the "Sassoon Options"). The grant of the Sassoon Options is subject to approval of the Resolutions at the General Meeting and Mr Sassoon and the Company entering into an option agreement. Any future exercise of the Sassoon Options will be at the sole discretion of Mr Sassoon; and

-- Eliyahu Greineman, an investor in the Subscription and a procurer of certain other subscribers in the Subscription, has conditionally been granted options over 6,346,154 new ordinary shares in the Company, exercisable at a price of 10.4 pence per share (equivalent to a 100 per cent. premium to the Subscription price) anytime between the date of the General Meeting and 1 May 2017 (the "Greineman Options"). The grant of the Greineman Options is subject to approval of the Resolutions at the General Meeting and Mr Greineman and the Company entering into an option agreement. Any future exercise of the Greineman Options will be at the sole discretion of Mr Greineman.

   4.   General Meeting and action to be taken 

Set out at the end of this document is a notice of General Meeting which is to be held at 10:30 am on 23 June 2015 at the offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y 6DF at which the Resolutions will be put to Shareholders.

Shareholders will find enclosed with this document a form of proxy for use at the General Meeting. The form of proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Registrars, Capita Asset Services, as soon as possible and not later than 10:30 am on 21 June 2015. Completion and return of the form of proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish.

Information relating to the Resolutions

Resolution 1

Resolution 1 is an ordinary resolution and authorises the Directors, pursuant to section 551 of the Companies Act 2006, to allot Ordinary Shares up to a nominal value of GBP497,571 which represents the Conditional Subscription Shares plus an amount sufficient to enable the Company to issue Ordinary Shares pursuant to the exercise of the Sassoon Options and Greineman Options and an amount equivalent to one third of the issued share capital of the Company as enlarged by the issue of the Subscription Shares without the need to call a further General Meeting. The number of shares for which authority is sought here includes the Conditional Subscription Shares. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the forthcoming 2015 Annual General Meeting of the Company.

Resolution 2

Resolution 2, which is conditional upon Resolution 1 being passed, suspends the statutory pre-emption rights contained in section 561 of the Companies Act 2006 and, if passed, will authorise the Directors to allot shares free of this restriction in respect of the Conditional Subscription Shares, the allotment of any equity securities to enable the exercise of the Sassoon Options and Greineman Options, and up to a nominal value of GBP176,456. This authority will terminate on the earlier of 15 months after the date that this resolution is passed and the conclusion of the forthcoming 2015 Annual General Meeting of the Company.

   5.   Recommendation 

The Directors consider the issue of the Conditional Subscriptions Shares and the approval of the Resolutions to be in the best interests of the Company and the Shareholders as a whole and unanimously recommend you vote in favour of the Resolutions, as your Directors intend to do or procure to be done in respect of their beneficial holdings of Ordinary Shares amounting to, in aggregate, 10,272,582 Ordinary Shares, representing approximately 12.75 per cent. of the current issued share capital of the Company.

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This information is provided by RNS

The company news service from the London Stock Exchange

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