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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Innate Pharma | TG:IDD | Tradegate | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.075 | 3.65% | 2.13 | 2.11 | 2.15 | 2.13 | 2.06 | 2.06 | 491 | 20:59:22 |
RNS Number:2328O ID Data PLC 01 August 2003 ID Data plc ('ID Data' or 'the Company') Fundraising and Notice of EGM ID Data, a leading supplier of secure transaction systems and smart card services to the international telephony, banking, retail and secure access sectors, today announces a proposed placing of up to #4 million secured convertible loan notes 2008 and an issue of equity. Summary * A firm commitment from #1.74 million proposed Loan Noteholders * An issue of equity for cash raising approximately #0.23 million * The ability to raise up to #4 million by the issue of Loan Notes "On 18 March 2003, the Company informed shareholders of its funding requirement in a trading statement and the Board is pleased, in a comparatively short period, to have raised in aggregate approximately #2 million of additional working capital for the Company." Set out below is an extract from the Circular being posted to Shareholders today, further copies of the Circular are available during normal business hours for one month from today, free of charge, from the Company's registered office Wansell Road, Weldon North, Corby, Northamptonshire, NN17 5LX. Unless otherwise expressly defined, words and expressions defined in the Circular shall bear the same respective meanings within this announcement. For further information, please contact: ID Data plc Peter Cox, Chief Executive Tel: +44 (0) 1536 207 000 Email: peter.cox@id-data.co.uk Media enquiries: Bankside Peter Curtain / Heather Salmond Tel: +44 (0) 20 7444 4140 Email: heather.salmond@bankside.com "Letter from the Chairman 1. Introduction On 1 August 2003 the Company announced its preliminary financial results for the year ended 31 March 2003, and also informed Shareholders of its intention to raise additional funds primarily by way of an issue of secured convertible loan notes 2008 up to #4 million (before expenses). The purpose of this letter is to provide you with further information regarding the terms of the Loan Notes, to inform Shareholders of an issue of equity and to seek your approval of the Resolutions at the EGM. Further to the Company's trading statement released on 18 March 2003, your Directors are pleased to inform Shareholders that they have firm commitments for a total of approximately #2.0 million additional funds of which #1.74 million is by way of the Placing and the Company intends to place further Loan Notes to other interested parties as soon as practicable. In addition, the Company is pleased to announce that it has raised approximately #0.23 million before expenses by way of a placing of 7,829,100 new Ordinary Shares of 1p each at a placing price of 2.9p per share. Application has been made for the 7,829,100 new ordinary shares to be admitted to trading on the AIM Market of the London Stock Exchange and dealings are expected to commence on 7 August 2003. The shares will rank pari passu in all respects with the existing shares in issue. At the time of the Company's last fundraising exercise in May 2002, the Company had hoped not to seek additional finance before it reached profitability, however it became clear to the Directors earlier this year that due to continuing poor market conditions further working capital would be required. On 18 March 2003, the Company informed shareholders of its funding requirement in a trading statement and the Board is pleased, in a comparatively short period, to have raised in aggregate approximately #2 million of additional working capital for the Company. However, the Directors believe that an additional #1 million of further funds will be required to fund the Company until it becomes cash generative, which the Board is confident in securing from interested parties in the near future. The Directors examined a range of fundraising options available to the Company and given its current stage of development and the current market conditions and after careful consideration, they believe that the Placing is in the best interests of Shareholders. In the opinion of the Directors, the Placing represents the most cost effective and least dilutive method of raising funds available to the Company. Even Flow Holdings Limited ("Even Flow") is classed as a substantial Shareholder by the AIM Rules by virtue of its 24 per cent. holding in the Company's ordinary share capital. Even Flow intends to participate in the Placing and due to it being a substantial Shareholder is classed as a related party pursuant to Rule 12 of the AIM Rules. Furthermore, Peter Cox, the Chief Executive of the Company, is also classed as a related party pursuant to Rule 12 of the AIM Rules. As a consequence, the Board is required to consider, having consulted with Durlacher, the Company's nominated adviser, that the basis on which it is proposed that the related parties participate in the Placing is fair and reasonable insofar as the Shareholders are concerned. Accordingly, the Board has consulted with Durlacher, and confirms that it is satisfied that Even Flow and Peter Cox's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned. Notice of the EGM, which will be held at 9.15 a.m. on 4 September 2003 (or as soon thereafter as the AGM convened for 9.00 a.m. on the same date and at the same place shall have been concluded or adjourned) is set out at the end of this document. 2. Requirement for Shareholder Approval As the Placing involves the issue of up to #4 million Loan Notes which may in the future convert up to a maximum of 72,727,272 new Ordinary Shares together with the issue of equity, the Board has resolved, because of the size of this potential conversion, to seek an increase in the Company's authorised share capital and an extension of the Directors' current authorities to allot shares on a non pre-emptive basis. Accordingly, the Directors have convened the Extraordinary General Meeting at which Shareholders will consider and, if thought fit, pass certain resolutions relating, inter alia, to increase the authorised share capital of the Company and to authorise the allotment of new Ordinary Shares on a non-pre-emptive basis in the event that the conversion rights attached to the Loan Notes are exercised. 3. Summary Terms of the Loan Note Pursuant to the terms of the Loan Note Instrument the Company is proposing to issue Loan Notes to raise up to #4 million before expenses on the following terms: * the Loan Note Instrument constitutes 7 per cent. convertible secured loan notes 2008 and allows the Company to issue Loan Notes with a nominal value up to #4 million at any time prior to 31 March 2004. The authorised denomination of each Loan Note is #1. The 7 per cent. interest is payable by the Company quarterly in arrears, the interest amount is calculated on the nominal value of the Loan Notes held by the Loan Noteholder. * the Loan Noteholders, subject to the terms of conversion set out in the Loan Note Instrument, are entitled to convert the whole or any part, in nominal amounts of #100 or integral multiples thereof, of their holdings of Loan Notes at any time, into fully paid Ordinary Shares at the rate of one Ordinary Share per 5.5p nominal value of Loan Notes if issued prior to 31 August 2003 or, if issued after this date, the higher of 5.5p and the average mid-market closing price of the Company's Ordinary Shares for the preceding three trading days to the date of the issue of the Loan Note to the Loan Noteholder (see also Section 7 - "City Code"). Ordinary Shares allotted on conversion shall be issued fully paid, free from encumbrances and shall rank pari passu with any Ordinary Shares then in issue. Fractions of Ordinary Shares will not be issued. The Company cannot require the Loan Noteholders to convert their Loan Notes. * the Directors have not applied, and do not intend to apply to the London Stock Exchange or any other recognised investment exchange for the Loan Notes to be admitted to trading. The Loan Notes are transferable in amounts or integral multiples of #100. The Company will use its best endeavours to seek admission to trading of the new Ordinary Shares issued on conversion of the Loan Notes on any recognised investment exchange on which the Ordinary Shares are then traded. * the Loan Notes will be secured by a debenture issued by the Company over the assets of the Company in favour of the holders of Loan Notes. Further details regarding the Loan Notes are set out in Part III of this document. The net proceeds from the issue of the Loan Notes will provide additional working capital for the Company. Even Flow and Peter Cox, are substantial Shareholders of the Company and have agreed to participate in the issue of the Loan Notes by having conditionally agreed to subscribe for #0.5 million and #0.4 million of Loan Notes respectively. No other substantial Shareholders of the Company, other than Even Flow and Peter Cox, have indicated at the date of this document that they would like to participate in the Placing. At present After the issue of equity and passing of Resolutions Number # Number # Authorised Share Capital 250,000,000 2,500,000 350,000,000 3,500,000 Issue Share Capital 192,946,746 1,929,467 200,775,846 2,007,758 4. Increase in authorised share capital and Directors' authority to allot shares Resolution 2 seeks Shareholder approval to increase the authorised share capital of the Company from #2.5 million to #3.5 million by the creation of an additional 100,000,000 Ordinary Shares. Resolution 3 seeks Shareholder approval to give the Directors general authority to allot shares in connection with the maximum number of new Ordinary Shares to be issued in connection the Loan Notes, such authority to expire no later than 5 years from the date of this resolution. Accordingly, resolution 3 will give the Directors general authority to issue a maximum of 72,727,272 new Ordinary Shares, which is equivalent to approximately 27.4 per cent. of the Ordinary Share capital of the Company as enlarged by the conversion in full of the Loan Notes. 5. Disapplication of pre-emption rights Resolution 4, which is a special resolution, seeks Shareholder approval to give the Directors authority to allot shares for cash to persons other than Shareholders. This authority is in respect of the allotment of Ordinary Shares on the conversion, in full, of the Loan Notes in accordance with the terms of the Loan Note Instrument and on the exercise, in full, of existing options, and thereafter is limited to a maximum of a further, 72,727,272 new Ordinary Shares, which is equivalent to approximately 27.4 per cent. of the share capital of the Company as enlarged by the conversion in full of the Loan Notes. 6. City Code The issue of Loan Notes to certain Shareholders gives rise to considerations under the City Code. Under Rule 9 of the City Code ("Rule 9"), where (i) any person acquires shares which, when taken together with shares already held by him or shares acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company subject to the City Code (which includes the Company) or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the City Code and such person, or persons acting in concert with him, acquires any additional shares which increase that person's percentage of voting rights, that person is normally obliged to make a general offer in cash to all shareholders to purchase their shares at no less than the highest price paid by him, or any person acting in concert with him, within the preceding 12 months. The Loan Notes, further details of which are set out in Part III of this document, include certain rights of conversion into Ordinary Shares. The exercise of any of the rights of conversion by any of the holders of the Loan Notes would constitute the acquisition of shares in the Company for the purposes of Rule 9. Accordingly it is possible that following the conversion of any of the Loan Notes an obligation could arise for a Shareholder to make an offer in accordance with Rule 9 if, as a result of such conversion, the holder of such Loan Notes is then entitled to exercise not less than 30 per cent. of the voting rights of the Company in general meeting. It is likely that Rule 9 will only be of potential significance for Even Flow Holdings Limited and Peter Cox who currently hold 24.3 per cent. and 20.3 per cent. respectively of the issued Ordinary Share capital of the Company at the date of this document. It is possible for the consent of the Panel to be sought to waive the obligations on any person to make an offer in accordance with Rule 9 if at the time any new ordinary shares are issued by a company, and are therefore acquired by a particular shareholder for the purposes of Rule 9, the independent shareholders of the company concerned waive the requirement to make such an offer by the passing of an ordinary resolution on a poll at a general meeting of the Company. However, it is only possible for the approval of the independent shareholders of the Company to be sought for the waiver of any obligation of any holder of the Loan Notes to make an offer in accordance with Rule 9 following any conversion into Ordinary Shares, at the time that the Loan Note Instrument is constituted by the Company. The Directors have been advised by Even Flow Holdings Limited and Peter Cox that they do not wish to seek the waiver of any obligation to make an offer in accordance with Rule 9 if, as a result of the conversion of any of the Loan Notes which they may hold, there would otherwise be an obligation on them to make such an offer in accordance with Rule 9. 7. Irrevocable undertakings The Company has received an irrevocable undertaking to vote in favour of the Resolutions from a number of Shareholders and Peter Cox, the Chief Executive, who have a beneficial interest in respect of 125,270,033 Ordinary Shares representing approximately 64.9 per cent. of the current issued share capital of the Company. Furthermore, the Company has received firm undertakings to vote in favour of the Resolutions from certain Shareholders, who have a beneficial interest in respect of 17,701,741 Ordinary Shares representing approximately 9.2 per cent. of the current issued share capital of the Company. In aggregate firm undertakings to vote in favour of the Resolutions received by the Company in respect of 142,971,774 Existing Ordinary Shares representing approximately 74.1 per cent. of the current issued share capital of the Company. 8. The Extraordinary General Meeting There is set out at the end of this document a notice convening the Extraordinary General Meeting of the Company to be held at Simmons & Simmons at CityPoint, One Ropemaker Street, London, EC2Y 9SS on 4 September 2003 at 9.15 a.m. (or as soon thereafter as the AGM convened for 9.00 a.m. on the same date and at the same place shall have been concluded or adjourned). At this meeting resolutions will be proposed to: * approve the Loan Note Instrument dated on or around 1 August 2003 for all purposes (including but not limited to approvals required under s.320 of the Companies Act 1985). * increase the authorised share capital of the Company; * grant the Directors authority to allot shares pursuant to Section 80 of the Act; and * grant the Directors authority to allot shares pursuant to Section 95 of the Act as if Section 89(1) of the Act did not apply to such allotment. 9. Action to be taken by Shareholders Shareholders will find enclosed with this document a Form of Proxy for use at the Extraordinary 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 IRG Plc, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible and in any event not later than 9.15 a.m. on 2 September 2003. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person at the Extraordinary General Meeting should they so wish. 9. Recommendation Your Directors, who have consulted with Durlacher, believe that the Proposals are in the best interests of the Company and its Shareholders and intend to vote in favour of the Resolutions and accordingly recommend you to vote in favour of the Resolutions. Yours faithfully Jeffrey Michael Blackburn Non-Executive Chairman" This information is provided by RNS The company news service from the London Stock Exchange END NOEPBMLTMMJMMLJ
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