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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Altea Green Power Spa | BIT:AGP | Italy | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.16 | -2.27% | 6.90 | 6.83 | 6.94 | 7.06 | 6.84 | 7.06 | 41,603 | 02:01:19 |
RNS Number:7373M AIT Group PLC 25 June 2003 25 June 2003 AIT Group plc ("AIT" or "the Company") Issue of #5 million Convertible Loan Note AIT today announces that it is raising approximately #5 million (before expenses) by the issue of unlisted unsecured convertible loan notes ("Loan Notes ") in order to strengthen its balance sheet and to provide additional working capital. The Loan Notes will be convertible into new ordinary shares of 2.5 pence each ("New Ordinary Shares") at a price of 25 pence per share, representing a discount of approximately 7.4 per cent. to the closing mid-market price on 24 June 2003. Conversion is conditional on shareholder approval being obtained. Upon conversion of the Loan Notes into New Ordinary Shares (" Conversion"), up to 20,000,000 New Ordinary Shares will be issued representing approximately 38.8 per cent. of the fully-diluted issued share capital of the Company. Interest at a rate of LIBOR minus 2 per cent is payable to subscribers of the Loan Notes ("Loan Note Subscribers") quarterly in arrears unless the Loan Notes are converted prior to 31 October 2003, in which event no interest will accrue. Convertibility Following the issue of the Loan Notes, the Company will seek to ensure that the Loan Notes can be converted into New Ordinary Shares by obtaining the necessary shareholder authorities at an Extraordinary General Meeting ("EGM") expected to be held immediately after the Company's Annual General Meeting. Because certain of the Loan Note Subscribers acting in concert will, following Conversion, together hold more than 30 per cent. of the issued share capital of AIT, a waiver will be sought from The Panel on Takeovers and Mergers from the obligation of such holders to make a general offer under Rule 9 of The City Code on Takeovers and Mergers (a "Rule 9 Waiver"). The Rule 9 Waiver will be subject to independent shareholder approval. A circular to shareholders (the "Circular") seeking the requisite shareholder approvals will be posted in due course. The Loan Notes will be converted into New Ordinary Shares once such shareholder approvals have been obtained. Further details will be provided in the Circular. Irrevocable undertakings To the extent that Loan Note Subscribers hold Ordinary Shares in the Company and are not precluded from voting by the provisions of The City Code on Takeovers and Mergers, each Loan Note Subscriber is irrevocably undertaking to vote in favour of all the shareholder resolutions to be proposed at the EGM of the Company. Loan Note term and redemption If not previously converted, the Loan Notes will have a term of five years. The Loan Notes may be redeemed in whole or in part by the Company at any time after 30 September 2004. If, prior to the relevant shareholder approvals being obtained and consequential conversion of all the Loan Notes: * redemption occurs prior to the third anniversary, Loan Note Subscribers will be paid three times the face value of the Loan Note plus any unpaid accrued interest thereon; and * redemption occurs after the third anniversary, Loan Note Subscribers will be paid the higher of three times the face value of the Loan Note plus any unpaid accrued interest, and the market value of the ordinary shares which the Loan Note would have represented had Conversion taken place (calculated on the basis of the average price of the previous 10 trading days) plus any unpaid accrued interest. Loan Note Subscribers The Loan Note Subscribers are subscribing for approximately #5 million of Loan Notes in total. Completion of the subscription by non-Venture Capital Trust investors for a total of approximately #3.6 million nominal amount of Loan Notes is due to take place shortly in accordance with the terms of a subscription agreement between AIT and the non-Venture Capital Trust investors and the Venture Capital Trust investors. The subscription by Venture Capital Trust investors for the balance of the issue is conditional on satisfactory VCT clearances being obtained from the Inland Revenue. The details of the subscription for the Loan Notes by members of the Core Investor Group (being the Arbib Family Interests, Richard Hicks, Shaw Trustee Services Limited as trustees of the NJ Randall 2001 Settlement, Geoffrey Probert, Paul Frederick, Matthew White and each of the Bessemer affiliates), the amount each has subscribed, the total number of New Ordinary Shares to be issued upon Conversion and the resulting fully diluted interest of each member is given in the table below: Loan Note Current Current Amount Number of Total % of fully Subscription by number of number of Subscribed shares upon entitlement to diluted members of the Core ordinary Warrants # Conversion ordinary shares issued Investor Group shares * after share Conversion capital Bessemer affiliates 4,047,189 2,027,279 1,500,000 6,000,000 12,074,468 23.43% and Stavco Arbitrage Group LLC Martyn Arbib 1979 2,081,408 1,042,600 540,000 2,160,000 5,284,008 10.25% Settlement, Martyn Arbib and James Arbib Richard Hicks 2,405,207 926,757 200,000 800,000 4,131,964 8.02% Nicholas 1,805,423 724,029 300,000 1,200,000 3,729,452 7.24% Randall/Trustees NJ Randall 2001 Settlement Geoffrey Probert 331,267 115,844 80,000 320,000 767,111 1.49% Matthew White 122,857 11,449 20,000 80,000 214,306 0.42% Paul Frederick 135,999 18,032 - - 154,031 0.30% Total 10,929,350 4,865,990 2,640,000 10,560,000 26,355,340 51.15% * including option entitlements Other terms of the Loan Note Upon a merger or acquisition of the Company, the Loan Notes must be redeemed in respect of the non-Venture Capital Trust investors and will, unless to be redeemed or purchased, automatically convert into New Ordinary Shares in respect of Venture Capital Trust investors. The Loan Notes are repayable in certain specified events of default. Warrants Pursuant to the Warrant Instrument entered into on 13 September 2002, entitling holders to subscribe for 4,865,990 Ordinary Shares at an exercise price of 87.5 pence per share, Conversion of the Loan Notes will result in the exercise price of the Warrants being reduced to the conversion price of the Loan Note, being 25 pence. Related Party As detailed in the table above, Bessemer affiliates and Stavco Arbitrage Group LLC, Nicholas Randall, Trustees of the NJ Randall 2001 Settlement, Richard Hicks and Geoffrey Probert are subscribing for #2.64 million of Loan Notes. They are considered related parties for the purposes of Rule 12 of the rules of the Alternative Investment Market. The Directors, having sought advice from Arbuthnot Securities, are of the opinion that the terms of the transaction are fair and reasonable insofar as the holders of Ordinary Shares are concerned. Contacts Arbuthnot Tel: 020 7002 4600 Dru Danford Financial Dynamics Tel: 020 7831 3113 Edward Bridges/Ben Way This information is provided by RNS The company news service from the London Stock Exchange END IODILFSTRIISFIV
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