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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 : 9996H
Supercart PLC
19 July 2012
19 July 2012
Supercart plc
("Supercart" or the "Company")
Subscription of 30,000,000 New Ordinary Shares at 2.5 pence per share and
Issue of 55,656,994 New Ordinary Shares by Capitalisation of Loan at
2.5 pence per share
Waiver from the provisions of Rule 9 of the Takeover Code
Notice of General Meeting
1. Introduction
Supercart is pleased to announce that it proposes to raise GBP750,000 from a Subscription of 30,000,000 New Ordinary Shares by Venture Holdings. The Company will also issue a further 55,656,994 New Ordinary Shares to Venture Holdings for the capitalisation of certain existing loans from Venture Holdings to Supercart. The New Ordinary Shares are to be issued at a price of 2.5p per share which represents a premium of 203 per cent. to the closing mid market price of 0.825 pence as at 18 July 2012.
Venture Holdings is the Company's largest shareholder and long term manufacturing partner and has worked closely with the Company to develop new product ranges and in particular has helped finance certain of the Company's new moulds. The agreement by Venture Holdings to capitalise the Loan which has been made to the Company in the course of its commercial relationship with the Venture Group, of which approximately GBP1.39m remains outstanding, will save the Company approximately GBP73,000 in interest payments over the next twelve months. The Subscription will provide additional working capital and further strengthen the Company's balance sheet.
Following the Issue, Venture Holdings' interest in the share capital of the Company will increase from 48.61 to 67.41 per cent. of the Enlarged Share Capital. Under 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. The Subscription and Loan Capitalisation are conditional upon Shareholder approval, including the Whitewash Resolution being passed by the Independent Shareholders, at the General meeting to be held on 6 August 2012.
If the Resolutions are duly passed, it is expected that the New Ordinary Shares will be admitted to trading on AIM on 7 August 2012.
2. Background to and reasons for the Proposals
The Company's interim results statement for the period ended 31 December 2011 was made on 30 March 2012 in which the Directors stated that they believed the Company required further equity or debt funding to meet working capital requirements for the coming months. Although 2011 was a year of progress, the level of success was lower than expected. So far in 2012, the European market has seen reduced demand because of the financial difficulties being experienced by our distributor Caddie SA. This has contributed to the diminution of sales in this region. In the Company's other key markets of South Africa and North America, however, the Company has seen an increase in unit sales and the Directors remain cautiously optimistic that the growth trend will continue.
The Company is proposing to raise GBP750,000 (before expenses) by way of the issue to Venture Holdings of 30,000,000 New Ordinary Shares in exchange for the Subscription and further to capitalise the Loan by way of the issue to Venture Holdings of a further 55,656,994 New Ordinary Shares, in each case at the Issue Price of 2.5 pence per New Ordinary Share. In consequence Venture Holdings, the current holder of 48.61 per cent. of the Existing Ordinary Shares will, following the Issue, hold 67.41 per cent. of the Enlarged Issued Share Capital.
The net funds raised of approximately GBP658,000 will be used to augment the Group's working capital and fund the continuing organic growth of the business.
The Venture Group has extended various loans to the Group to finance injection moulds required for certain of the Group's products. These loans were agreed on normal commercial terms, and the Group has been paying down these loans in accordance with the terms of each, and as at today's date some GBP1.39 million remains outstanding. However the interest and repayment terms do utilise valuable working capital and the Company is pleased to announce that Venture Holdings has agreed to convert all of the loans which remain outstanding into New Ordinary Shares in accordance with the terms of the Loan Capitalisation and Subscription Agreement. The Directors estimate that this will result in a saving of some GBP73,000 in interest payments over the next twelve months. It should be noted that the Loan comprises three loans, two of which were initially made between subsidiaries of Venture Holdings and Supercart; two of the loans are denominated in Euro, and one in South African Rand. Pursuant to the Loan Capitalisation and Subscription Agreement, the benefit and the burden of the three loans have, to the extent not previously transferred, been transferred to Venture Holdings and Supercart respectively and a sterling denominated settlement figure agreed based upon prevailing exchange rates.
The New Ordinary Shares to be issued pursuant to the Proposals will represent approximately 36.58 per cent. of the Enlarged Issued Share Capital.
The Subscription and Loan Capitalisation are conditional upon Shareholder approval of the Resolutions at the forthcoming General Meeting.
The Issue is not a rights issue nor an 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 Issue Price of 2.5 pence per New Ordinary Shares represents a premium of 203 per cent. to the closing middle market quotation for an Ordinary Share of 0.825 pence at the close of business on 18 July 2012, being the business day immediately prior to this announcement.
The Board considers that the Proposals are in the best interests of the Company and the Shareholders as a whole.
3. Details of the Proposals
General
The 85,656,994 New Ordinary Shares are to be issued in aggregate pursuant to both the Loan Capitalisation and the Subscription representing together approximately 36.58 per cent. of the Enlarged Issued Share Capital. Of this number, 55,656,994 are to be issued pursuant to the Loan Capitalisation and will represent approximately 23.77 per cent. of the Enlarged Issued Share Capital, while the balance of 30,000,000 will be issued pursuant to the Subscription and will represent approximately 12.81 per cent. of the Enlarged Issued Share Capital.
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 completion of the Proposals.
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 7 August 2012.
Director and Shareholder Interests
Venture Holdings is the Company's largest shareholder and long term manufacturing partner. Venture Holdings, through P.I.M. Management Company Inc, is 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 document 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 Companies Act 2006)) 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):
Percentage of fully diluted Percentage of existing issued share capital following the Name of Director Existing shareholding share capital Proposals Michael Castledine - Wolfe 9,668,928 6.51% 4.13% Stephen Wright 2,785,236 1.88% 1.19% Victor Segal 2,208,792 1.49% 0.94%
Other than the Directors referred to above, as at the date of this document 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:
Percentage of fully Percentage New Ordinary diluted of existing Shares Enlarged share ordinary issued shareholding capital Existing share through following following Name of Shareholder shareholding capital the Proposals the Proposals the Proposals Venture Holdings 72,186,872 48.61% 85,656,994 157,843,866 67.41% Charles Stanley & Co Ltd 18,540,783 12.49% Nil 18,540,783 7.92% Philip Richards* 12,928,750 8.71% Nil 12,928,750 5.52% RAB Special Situations (Master) Fund Limited 5,436,250 3.66% Nil 5,436,250 2.32%
* Philip Richards' holding in the Company is 12,928,750Ordinary Shares, representing some 5.52 per cent. of the Enlarged Issued Share Capital of the Company. RAB Special Situations (Master) Fund Limited has an interest in 5,436,250 Ordinary Shares, representing some 2.32 per cent. of the Enlarged Issued Share Capital of the Company. Phillip Richards was a co-founder of RAB Capital plc and continues to be an executive director of it.
4. Current trading and prospects
The interim results released on 26 March 2012 outlined that the Company had seen profits for the first six month period of the financial period.
Although in a mature market, operations in South Africa continue to show growth. Unit sales in South Africa are expected currently to show a 10% increase at the end of the financial year to 30 June 2012. However, the strengthening of the Rand will have an impact in the consolidated results.
The North American operations have made good progress in ensuring a balanced mix of products sold. There is currently no dependency upon any one product in sales to customers. Margins achieved continue to improve and overall cost efficiencies have been made.
5. 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, 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 Holdings through P.I.M. Management Company Inc, is wholly owned by the Larry Winget Living Trust, of which Larry Winget (further information on Larry Winget can be found at Part II on page 13), Venture Holdings' Non-Executive Chairman, is the sole beneficiary and trustee.
Venture Holdings currently holds 48.61per cent. of the issued share capital of the Company.
Venture Holdings will hold 67.41 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 Subscription and Loan Capitalisation Venture Holdings will hold more than 50 per cent. of the Company's share capital.
It should be noted that following completion of the Proposals as Venture Holdings will hold more than 50 per cent. of the Company's share capital, normally no obligations will arise under Rule 9 from any further acquisition made by Venture Holdings unless at a future stage Venture Holdings' interest should fall below 50 per cent. but remain above 30 per cent., and in certain other limited circumstances.
6. Intentions of Venture Holdings
Venture Holdings has confirmed its intention that the business of the Company will be allowed to continue in the same manner as at present with no intention to relocate the business, or to re-deploy any of the Company's fixed assets. Venture Holdings has also confirmed that the existing employment rights, including pension rights, of all employees of the Company will be maintained.
Venture Holdings has been the Company's manufacturer of all its South African made products since the commencement of the Company's operations in South Africa in 1995. The Directors believe this has been a successful relationship and that Venture Holdings has been supportive of the Company's global sales effort.
Venture Holdings will be precluded from voting on the Whitewash Resolution to approve the waiver granted by the Panel of the obligation under Rule 9 that would otherwise arise on Venture Holdings to make a general offer to Shareholders under Rule 9.
7. Use of proceeds
The funds raised by the Subscription will be used for further development and marketing of new products in the remainder of 2012 and beyond and to provide the Company with additional working capital to finance the Group's expansion.
8. 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 14,662,956 Existing Ordinary Shares in aggregate, representing approximately 19.2 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 86,849,828 Existing Ordinary Shares in aggregate, representing approximately 58.48 per cent. of the Existing Ordinary Shares.
9. 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
10. Directors' recommendation
The Directors who have been so advised by Charles Stanley believe the Proposals to be fair and reasonable and in the best interests of the Company and further consider the Whitewash Resolution to be fair and reasonable and in the best interests of the Independent Shareholders as a whole, and accordingly the Directors unanimously recommend Independent Shareholders to vote in favour of the Whitewash Resolution and Shareholders to vote in favour of the Resolutions generally as they have irrevocably undertaken to do in respect of their beneficial holdings of 14,662,956 Ordinary Shares in aggregate, representing approximately 9.87 per cent. of the Existing Ordinary Shares.
For further information please contact:
Supercart plc 01732 459898
Chief Executive
Mike Wolfe
Charles Stanley Securities 020 7149 6000
Nominated Adviser and Broker
Russell Cook/Carl Holmes
EXPECTED TIMETABLE OF EVENTS
2012
Latest time and date for receipt of Forms of Proxy for General Meeting 11.00 a.m. on 2 August
General Meeting 11.00 a.m. on 6 August
Admission effective and dealings commence on AIM 8.00 a.m. on 7 August
in the New Ordinary Shares
STATISTICS
Issue Price 2.5 pence
Number of Ordinary Shares in issue at the date of this document 148,500,000
Number of New Ordinary Shares to be issued pursuant to the Subscription 30,000,000
Number of New Ordinary Shares to be issued pursuant to the Loan Capitalisation 55,656,994
Total number of New Ordinary Shares to be issued pursuant to the Proposals 85,656,994
Percentage of the Enlarged Issued Share Capital represented by the New Ordinary Shares 36.58%
Estimated gross proceeds of the Issue GBP750,000
Estimated net proceeds of the Issue GBP658,000
Number of Ordinary Shares in issue at completion of the Proposals 234,156,994
DEFINITIONS
The following definitions apply throughout this announcement and the Circular unless the context otherwise requires:
"Admission" the admission to trading on AIM of the 85,656,994 New Ordinary Shares to be issued pursuant to the Subscription and the Loan Capitalisation which is expected to take place on 7 August 2012 "AIM" the AIM market operated by the London Stock Exchange "Charles Stanley" Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited "Code" the City Code on Takeovers and Mergers, as amended from time to time "Company" or "Supercart" Supercart PLC "Directors" or "Board" the directors of the Company or any duly authorised committee thereof "Enlarged Issued Share the 234,156,994 Ordinary Capital" Shares in issue following completion of the Proposals "Existing Ordinary Shares" any or all of the 148,500,000 Ordinary Shares of 0.4 pence each in the capital of the Company in issue at the date of this document, all of which are admitted to trading on AIM "Form of Proxy" the form of proxy enclosed with this document for use by Shareholders at the General Meeting "General Meeting" the general meeting of the Company convened for 11.00 a.m. on 6 August 2012 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" together the issue of New Ordinary Shares pursuant to the Loan Capitalisation and the Subscription "Issue Price" 2.5 pence per Ordinary Share being the price at which the New Ordinary Shares are to be issued "Larry Winget Living the trust of which Larry Trust" 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" the balance of all outstanding loans due from the Company to Venture Holdings in the aggregate sum of GBP1,391,424.84 (including accrued interest) "Loan Capitalisation" the capitalisation of the Loan upon the terms of the Loan Capitalisation and Subscription Agreement "Loan Capitalisation a contract conditional upon and Subscription Agreement" the passing of the Resolutions to convert the Loan into 55,656,994 New Ordinary Shares and for Venture Holdings to effect the Subscription, in each case at the Issue Price as set out in the Circular "London Stock Exchange" London Stock Exchange plc "New Ordinary Shares" the 85,656,994 new Ordinary Shares to be issued pursuant to the Issue "Notice of General Meeting" the notice of General Meeting set out in the Circular "Ordinary Shares" ordinary shares of 0.4 pence each in the capital of the Company "Panel" the Panel on Takeovers and Mergers "Proposals" the Subscription and Loan Capitalisation "Resolutions" the resolutions set out in the Notice of General Meeting including the Whitewash Resolution "Rule 9" Rule 9 of the Code "Shareholders" holders of Ordinary Shares "Subscription" the subscription for 30,000,000 New Ordinary Shares by Venture Holdings "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 7(th) Floor, 107 7ZX, Amsterdam, the Netherlands "Whitewash" waiver of the obligation to make a general offer to Independent Shareholders under Rule 9 "Whitewash Resolution" resolution 1 of the Resolutions in relation to the Whitewash
This information is provided by RNS
The company news service from the London Stock Exchange
END
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