We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Supercart | LSE:SC. | London | Ordinary Share | GB0034211036 | ORD 0.4P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.30 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSC. RNS Number : 5870V Supercart PLC 04 November 2010 Supercart plc ("Supercart" or the "Company") Placing and Subscription of 70,000,000 New Ordinary Shares at 2.0 pence per share and issue of 15,000,000 New Ordinary Shares by Capitalisation of Loan at 2.0 pence per share Waiver from Provisions of Rule 9 of the Takeover Code Notice of General Meeting Supercart is pleased to announce that it proposes to raise GBP1,400,000 (before expenses) by way of the Placing of 35,500,000 New Ordinary Shares with certain institutional and other investors at a price of 2.0 pence per share and a Subscription for 34,500,000 New Ordinary Shares by Venture Holdings also at 2.0 pence per share. Venture Holdings is the Company's largest shareholder and long term manufacturing partner. The Placing and the Subscription will provide the Company with sufficient working capital for its current requirements and will enable the Group to continue the development of new products, primarily for the developing European market. In addition, it is proposed that Venture Holdings, will capitalise GBP300,000 of the Loan upon the terms of the Loan Capitalisation Agreement, details of which are set out in paragraph 6.3 of Part V of the Circular being posted to Shareholders today. Following the Subscription and the Loan Capitalisation, Venture Holdings' interest in the share capital of the Company will increase from 35.73 to 48.61 per cent. of the Enlarged Share Capital. The Subscription and Loan Capitalisation are therefore conditional upon the Whitewash Resolution being duly passed by the Independent Shareholders. Under the rules of the Code, Venture Holdings would be required to make a general offer to Shareholders for the whole of the issued share capital of Supercart not already held by it, unless a waiver of that obligation is approved by Independent Shareholders by passing the Whitewash Resolution at the General Meeting. A General Meeting has been convened for 11.00 a.m. on 22 November 2010 to approve the Resolutions relating to the Proposals and the Waiver. If the Resolutions are duly passed, it is expected that the New Ordinary Shares will be admitted to trading on AIM on 23 November 2010. Background to and reasons for the Proposals The Company is proposing to raise GBP1.4 million (before expenses) by way of the Placing and Subscription of 70,000,000 New Ordinary Shares at 2.0 pence per New Ordinary Share and further to strengthen its balance sheet by GBP300,000 by way of the Loan Capitalisation of 15,000,000 New Ordinary Shares, also at 2.0 pence per New Ordinary Share, by Venture Holdings. The New Ordinary Shares, to be issued pursuant to the Proposals, will represent approximately 57.24 per cent. of the Enlarged Issued Share Capital. The Issue Price of 2.0 pence per share represents a discount of 46.67 per cent. to the closing mid market price of 3.75 pence per Ordinary Share, as derived from the London Stock Exchange Daily Official List, as at 3 November 2010, being the latest practicable date prior to the posting of the Circular. As announced at the time of the Preliminary Results statement on 8 June 2010, the Directors believed that the Company had short term cash requirements over the coming months. The year to 31 December 2009 had been a year of exceptional change and great positive movements particularly in the North American market with the acquisition of certain trolley moulds. The possible legacy sales that came with those moulds were more difficult to reacquire than first thought and this delay served negatively to impact the Company's 2009 results. However, the Company has continued to make positive progress in 2010 and made announcements on 3 February and again on 28 June regarding specific North American retailers who have placed orders for delivery in 2010. The net funds raised of approximately GBP1.27 million will be used for further development and marketing of new products in the remainder of 2010 and beyond and to provide the Company with additional working capital to finance the Company's expansion. The Company entered into the Loan by virtue of a loan agreement with Venture Holdings, on 1 December 2008, under which the Company was extended a loan of 815,464 Euros (approximately GBP710,913 based on current exchange rate) over a 56 month period at an interest rate of 5 per cent. per annum. As at the date of this document, including accrued interest 844,161.50 Euros (approximately GBP735,936) of the Loan is outstanding. The Loan was for the purchase of trolley moulds and is secured on those moulds. The Company has reached agreement with Venture Holdings, under the terms of which Venture Holdings has agreed to convert GBP300,000 (344,110 Euros) of the Loan into New Ordinary Shares at the Issue Price, which will save the Company an annual interest payment of GBP15,000. Neither the Placing nor the Subscription is a rights issue or open offer and the New Ordinary Shares will not be offered generally to Shareholders, whether on a pre-emptive basis or otherwise. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in the best interests of the Company in the circumstances. The Board considers that the Proposals are in the best interests of the Company and the Shareholders as a whole. Details of the Proposals General The 70,000,000 New Ordinary Shares proposed to be issued pursuant to the Placing and the Subscription will represent approximately 47.14 per cent. of the Enlarged Issued Share Capital of the Company following completion of the Proposals and the 15,000,000 New Ordinary Shares proposed to be issued pursuant to the Loan Capitalisation will represent approximately 10.1 per cent. of the Enlarged Issued Share Capital of the Company following completion of the Proposals. The Issue Price of 2.0 pence represents a discount of 46.67 per cent. to the closing mid-market price of 3.75 pence per Ordinary Share, as derived from the London Stock Exchange Daily Official List, on 3 November, being the latest practicable date prior to the posting of the Circular and this announcement. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Conditional upon the passing of the Resolutions and on Admission taking place no later than 4.30 p.m. on 30 November 2010 Charles Stanley as agent on behalf of the Company has placed firm the Placing Shares at the Issue Price with institutional and certain other investors. In addition the Company has entered into a subscription agreement with Venture Holdings for the issue of the Subscription Shares. The Placing Shares and the Subscription Shares have been placed firm and are not, therefore, being offered to Shareholders or subject to clawback or any scaling back. Also conditional upon the passing of the Resolutions and on Admission taking place no later than 4.30 p.m. on 30 November 2010, Venture Holdings has agreed with the Company to capitalise GBP300,000 of the Loan on the terms of the Loan Capitalisation Agreement. Conditional on the passing of the Resolutions, application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on 23 November 2010. Director and Shareholder Interests Venture Holdings is the Company's largest shareholder and long term manufacturing partner. Venture Engineering LLC and Venture Holdings, through P.I.M. Management Company Inc, are wholly owned by the Larry Winget Living Trust, of which Larry Winget, Venture Holdings' Non-Executive Chairman, is the sole beneficiary and trustee. At the date of this announcement and the Circular and following completion of the Proposals the Directors (and their immediate families and or persons connected with them (within the meaning of Section 252 of the 2006 Act)) will, so far as the Company is aware, have the following interests in the Enlarged Issued Share Capital (without taking into account any shares to be issued on exercise of outstanding options over Ordinary Shares granted pursuant to the Company's share option schemes): +-------------------+--------------+------------+-----------+--------------+------------+ | | | | | | | +-------------------+--------------+------------+-----------+--------------+------------+ | Name of Director | Existing | Percentage | New | Enlarged | Percentage | | | shareholding | of | Ordinary | shareholding | of fully | | | | existing | Shares | following | diluted | | | | ordinary | issued | the | share | | | | share | through | Proposals | capital | | | | capital | the | | following | | | | | Placing | | the | | | | | | | Proposals | +-------------------+--------------+------------+-----------+--------------+------------+ | Michael | 9,368,928 | 14.75 | - | 9,368,928 | 6.31 | | Castledine-Wolfe | | | | | | +-------------------+--------------+------------+-----------+--------------+------------+ | Stephen Wright | 1,735,236 | 2.73 | 1,000,000 | 2,735,236 | 1.84 | +-------------------+--------------+------------+-----------+--------------+------------+ | Victor Segal | 1,050,624 | 1.65 | 1,158,168 | 2,208,792 | 1.49 | +-------------------+--------------+------------+-----------+--------------+------------+ Other than the Directors referred to above, as at the date of this announcement and the Circular and following completion of the Proposals, the Directors are aware of the following interests that are or will be held directly or indirectly in 3 per cent. or more of the issued ordinary share capital of the Company. +-------------------+--------------+------------+------------+--------------+------------+ | | | | | | | +-------------------+--------------+------------+------------+--------------+------------+ | Name of | Existing | Percentage | New | Enlarged | Percentage | | Shareholder | shareholding | of | Ordinary | shareholding | of fully | | | | Existing | Shares | following | diluted | | | | Ordinary | issued | the | share | | | | Share | through | Proposals | capital | | | | capital | Proposals | | following | | | | | | | the | | | | | | | Proposals | +-------------------+--------------+------------+------------+--------------+------------+ | Venture Holdings | 22,686,872 | 35.73 | 49,500,000 | 72,186,872 | 48.61 | +-------------------+--------------+------------+------------+--------------+------------+ | Philip Richards1 | 8,178,750 | 12.88 | 4,750,000 | 12,928,750 | 8.71 | +-------------------+--------------+------------+------------+--------------+------------+ | RAB Special | 5,086,250 | 8.01 | 2,500,000 | 7,586,250 | 5.11 | | Situations | | | | | | | (Master) Fund | | | | | | | Limited1 | | | | | | +-------------------+--------------+------------+------------+--------------+------------+ | Richard Katz2 | 2,624,500 | 4.13 | 1,250,000 | 3,874,500 | 2.61 | +-------------------+--------------+------------+------------+--------------+------------+ | Charles Stanley & | 1,940,783 | 3.05 | 16,600,000 | 18,540,783 | 12.46 | | Co Ltd3 | | | | | | +-------------------+--------------+------------+------------+--------------+------------+ 1 Phillip Richards was a co-founder of RAB Capital plc and continues to be an executive director of it. 2 Based on information provided to the Company, Richard Katz's direct holding in the Company is 300,000 Ordinary Shares and indirect holding is 2,324,500 Ordinary Shares, representing 0.62 per cent. and 4.79 per cent. of the issued share capital of the Company, respectively. 3 Shares held in Rock Nominees Limited on behalf of clients of Charles Stanley & Co. Ltd. Current Trading and Prospects The interim results statement released on 5 August 2010 showed turnover in the first six months of 2010 increasing by 199 per cent. over 2009 with gross margins rising by over 4 per cent. with no change in costs. Against a background of continued uncertainty in global retail markets Supercart has continued to make ground in its most important North American market as it is now in its busiest trading part of the year. We are encouraged by progress in Europe, through our distribution arrangement with Caddie S.A. ("Caddie"), announced on 17 December 2009. We continue to work closely with Caddie and anticipate further progress during 2011. Operations in South Africa continue in line with management expectations for this mature market. Use of proceeds The funds raised by the Proposals will provide the Company with sufficient working capital for its current requirements and will enable the Group to continue further development and marketing of new products primarily for the developing European market. Dispensation from Rule 9 of the Takeover Code Under Rule 9 any person who acquires an interest (as defined in the Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him have interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control which is subject to the Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person. Any offer under Rule 9 must be in cash and at the highest price paid during the 12 months prior to the announcement of the offer for any interest in shares of the Company by the person required to make the offer or any person acting in concert with him. Venture Engineering LLC and Venture Holdings through P.I.M. Management Company Inc, are wholly owned by the Larry Winget Living Trust, of which Larry Winget (further information on Larry Winget can be found at Part II of the Circular), Venture Holdings' Non-Executive Chairman, is the sole beneficiary and trustee. Venture Holdings currently holds 35.73 per cent. of the issued share capital of the Company. Venture Holdings will hold 48.61 per cent. of the Enlarged Issued Share Capital following the completion of the proposed Proposals. The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise as a result of the Proposals, subject to the approval of Independent Shareholders. Accordingly, the Whitewash Resolution is proposed at the General Meeting and will be taken on a poll. Venture Holdings will be precluded from voting on the Whitewash Resolution. Following completion of the proposed Placing and Loan Capitalisation Venture Holdings will be interested in shares carrying 30 per cent. or more of the Company's voting capital, but will not hold shares carrying more than 50 per cent. of such voting rights and any further increase will be subject to the provisions of Rule 9. Further information on Venture Holdings is contained in the Circular which is available to download on the Company's website www.supercart.com. Irrevocable Undertakings to vote in favour of the Resolutions The Company has received irrevocable undertakings to vote in favour of the Whitewash Resolution from Independent Shareholders holding 12,154,788 Existing Ordinary Shares in aggregate, representing approximately 19.14 per cent. of the Ordinary Shares held by Independent Shareholders. The Company has received irrevocable undertakings to vote in favour of the Resolutions (other than the Whitewash Resolution) from Shareholders holding 34,841,660 Existing Ordinary Shares in aggregate, representing approximately 54.87 per cent. of the Existing Ordinary Shares. Circular A circular has today been posted to Shareholders with a Notice of General Meeting to approve matters relating to the Proposals and the Waiver For further information please contact: Supercart plc 01732 459 898 Chief Executive Mike Wolfe Charles Stanley Securities 020 7149 6000 Nominated Adviser and Broker Russell Cook/Ben Johnston/Carl Holmes Tavistock Communications 020 7920 3150 Jeremy Carey/Andrew Dunn . EXPECTED TIMETABLE OF EVENTS 2010 Latest time and date for receipt of Forms of Proxy for General Meeting 11.00 a.m. on 18 November General Meeting 11.00 a.m. on 22 November Admission effective and dealings commence on AIM 8.00 a.m. on 23 November in the New Ordinary Shares CREST accounts credited with New Ordinary Shares23 November Share certificates dispatched in respect of New Ordinary Shares by 30 November STATISTICS Issue Price 2.0p Number of Ordinary Shares in issue at the date of this announcement 63,500,000 Number of New Ordinary Shares to be issued pursuant to the Placing 35,500,000 Number of New Ordinary Shares to be issued pursuant to the Subscription 34,500,000 Number of New Ordinary Shares to be issued pursuant to the Loan Capitalisation 15,000,000 Percentage of the Enlarged Issued Share capital represented by the New Ordinary Shares 57.24% Estimated gross proceeds of the Placing and the Subscription GBP1.4 million Estimated net proceeds of the Placing and the Subscription GBP1.27 million Number of Ordinary Shares in issue at Admission 148,500,000 DEFINITIONS The following definitions apply throughout this announcement and the Circular unless the context otherwise requires: +------------------------------+------------------------------------+ | "2006 Act" | the Companies Act 2006 | | | | +------------------------------+------------------------------------+ | "Admission" | the admission to trading on AIM of | | | the 85,000,000 New Ordinary Shares | | | to be issued pursuant to the | | | Placing, the Subscription and the | | | Loan Capitalisation and which is | | | expected to take place on 23 | | | November 2010 | | | | +------------------------------+------------------------------------+ | "AIM" | the AIM market operated by the | | | London Stock Exchange | | | | +------------------------------+------------------------------------+ | "AIM Rules" | the AIM Rules for Companies as | | | published and amended by the | | | London Stock Exchange from time to | | | time | | | | +------------------------------+------------------------------------+ | "certificated form" or "in | an ordinary share recorded on a | | certificated form" | company's share register as being | | | held in certificated form (namely, | | | not in CREST) | | | | +------------------------------+------------------------------------+ | "Charles Stanley" | Charles Stanley Securities, a | | | trading division of Charles | | | Stanley & Co. Limited | | | | +------------------------------+------------------------------------+ | "Circular" | the circular being posted to | | | Shareholders on 4 November 2010 | | | | +------------------------------+------------------------------------+ | "Code" | the City Code on Takeovers and | | | Mergers, as amended from time to | | | time | | | | +------------------------------+------------------------------------+ | "Company" or "Supercart" | Supercart PLC | | | | +------------------------------+------------------------------------+ | "CREST" | the relevant system (as defined in | | | the Uncertificated Securities | | | Regulations 2001) in respect of | | | which Euroclear UK & Ireland | | | Limited is the operator (as | | | defined in those regulations) | | | | +------------------------------+------------------------------------+ | "Directors" or "Board" | the directors of the Company or | | | any duly authorised committee | | | thereof | | | | +------------------------------+------------------------------------+ | "Enlarged Issued Share | the 148,500,000 Ordinary Shares in | | Capital" | issue following Admission | | | | +------------------------------+------------------------------------+ | "Existing Ordinary Shares" | any or all of the | | | 63,500,000 Ordinary Shares of 0.4 | | | pence each in the capital of the | | | Company in issue at the date of | | | the Circular, all of which are | | | admitted to trading on AIM | | | | +------------------------------+------------------------------------+ | "Financial Services | the Financial Services Authority | | Authority" or "FSA" | of the United Kingdom | | | | +------------------------------+------------------------------------+ | "Form of Proxy" | the form of proxy enclosed with | | | the Circular for use by | | | Shareholders at the General | | | Meeting | | | | +------------------------------+------------------------------------+ | "General Meeting" | the general meeting of the Company | | | convened for 11.00 a.m. on 22 | | | November 2010 and any adjournment | | | thereof | | | | +------------------------------+------------------------------------+ | "Group" | the Company, its existing | | | subsidiaries and subsidiary | | | undertakings | | | | +------------------------------+------------------------------------+ | "Independent Shareholders" | all Shareholders other than | | | Venture Holdings, who are entitled | | | to vote on the Whitewash | | | Resolution | | | | +------------------------------+------------------------------------+ | "Issue Price" | 2.0 pence being the price at which | | | the New Ordinary Shares are to be | | | issued | | | | +------------------------------+------------------------------------+ | "Larry Winget Living Trust" | the trust of which Larry Winget is | | | the sole beneficiary and trustee | | | and which is the owner of 100 per | | | cent. of the issued share capital | | | of P.I.M. Management Company Inc, | | | which owns 100 per cent. of the | | | issued share capital of Venture | | | Holdings | | | | +------------------------------+------------------------------------+ | "Loan" | a loan made by Venture Holdings to | | | the Company (as more fully | | | particularised under the terms of | | | an agreement between the parties | | | dated 1 December 2008) | +------------------------------+------------------------------------+ | "Loan Capitalisation" | the capitalisation of GBP300,000 | | | of the Loan outstanding upon the | | | terms of the Loan Capitalisation | | | Agreement | | | | +------------------------------+------------------------------------+ | "Loan Capitalisation | a contract conditional upon the | | Agreement" | passing of the Resolutions to | | | convert GBP300,000 of the Loan | | | into 15,000,000 New Ordinary | | | Shares at the Issue Price as more | | | particularly described in | | | paragraph 6.3 of Part V of the | | | Circular | | | | +------------------------------+------------------------------------+ | "London Stock Exchange" | London Stock Exchange plc | | | | +------------------------------+------------------------------------+ | "New Ordinary Shares" | the 85,000,000 new Ordinary Shares | | | to be issued pursuant to the | | | Proposals | | | | +------------------------------+------------------------------------+ | "Notice of General Meeting" | the notice of General Meeting set | | | out at the end of the Circular | | | | +------------------------------+------------------------------------+ | "Ordinary Shares" | ordinary shares of 0.4 pence each | | | in the capital of the Company | | | | +------------------------------+------------------------------------+ | "Overseas Shareholders" | shareholders who have registered | | | addresses in, are resident in, or | | | are citizens of, jurisdictions | | | outside the United Kingdom | | | | +------------------------------+------------------------------------+ | "Panel" | the Panel on Takeovers and Mergers | | | | +------------------------------+------------------------------------+ | "Placing" | the placing of the Placing Shares | | | | +------------------------------+------------------------------------+ | "Placing Shares" | the 35,500,000 New Ordinary Shares | | | which are to be placed with | | | investors pursuant to the Placing | | | | +------------------------------+------------------------------------+ | "Proposals" | The Placing, the Subscription and | | | the Loan Capitalisation | | | | +------------------------------+------------------------------------+ | "Prospectus Rules" | the Prospectus Rules, as published | | | and amended from time to time by | | | the Financial Services Authority | | | | +------------------------------+------------------------------------+ | "Registrar" | Equiniti Limited, a company | | | registered in England and Wales | | | under registered number 06226088 | | | | +------------------------------+------------------------------------+ | "Regulations" | The Uncertificated Securities | | | Regulations 2001 (SI 2001 No. | | | 3755) | | | | +------------------------------+------------------------------------+ | "Resolutions" | the resolutions set out in the | | | Notice of General Meeting | | | including the Whitewash Resolution | | | | +------------------------------+------------------------------------+ | "Restricted Territories" | the United States, Canada, Japan, | | | Australia, the Republic of | | | Ireland and the Republic of South | | | Africa and any other country where | | | distribution of the Circular would | | | be prohibited by law, and each of | | | them shall be a "Restricted | | | Territory" | | | | +------------------------------+------------------------------------+ | "Rule 9" | Rule 9 of the Code | | | | +------------------------------+------------------------------------+ | "Shareholders" | holders of Ordinary Shares | | | | +------------------------------+------------------------------------+ | "Subscription" | the subscription of the | | | Subscription Shares by Venture | | | Holdings | | | | +------------------------------+------------------------------------+ | "Subscription Shares" | the 34,500,000 New Ordinary Shares | | | which are to be subscribed by | | | Venture Holdings pursuant to the | | | Subscription | | | | +------------------------------+------------------------------------+ | "United Kingdom" or "UK" | the United Kingdom of Great | | | Britain and Northern Ireland | | | | +------------------------------+------------------------------------+ | "United States" or "US" | the United States of America, each | | | State thereof, its territories and | | | possessions (including the | | | District of Columbia) and all | | | other areas subject to its | | | jurisdiction | | | | +------------------------------+------------------------------------+ | "US Securities Act" | the US Securities Act of 1933, as | | | amended | | | | +------------------------------+------------------------------------+ | "uncertificated" or "in | an ordinary share recorded on a | | uncertificated form" | company's share register as being | | | held in uncertificated form in | | | CREST and title to which, by | | | virtue of the Uncertificated | | | Securities Regulations 2001, may | | | be transferred by means of CREST | | | | +------------------------------+------------------------------------+ | "Venture Group" | the group of companies, all of | | | which are wholly owned by the | | | Larry Winget Living Trust, and | | | including Venture Holdings | | | | +------------------------------+------------------------------------+ | "Venture Holdings" | Venture Holdings BV, a company | | | registered in the Netherlands, the | | | registered office of which is at | | | Stravinskylaan 3105, Atrium 7th | | | Floor, 107 7ZX, Amsterdam, the | | | Netherlands | | | | +------------------------------+------------------------------------+ | "Whitewash or the "Waiver" | waiver of the obligations to make | | | a general offer to Independent | | | Shareholders under Rule 9 | | | | +------------------------------+------------------------------------+ | "Whitewash Resolution" | resolution 1 of the Resolutions | +------------------------------+------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END MSCDMMGMNFKGGZM
1 Year Supercart Plc Chart |
1 Month Supercart Plc Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions