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AUS Amteus

7.75
0.00 (0.00%)
25 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Amteus LSE:AUS London Ordinary Share GB00B0NBKL01 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 7.75 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Issue of Equity

31/03/2008 8:01am

UK Regulatory


    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL.

                                                                  31 March 2008

                                  Amteus PLC                                   

                   ("Amteus", the "Company" or the "Group")                    

             Placing to raise £1.8 million and debt capitalisation             

Amteus announces that it has conditionally raised £1.8 million, before
expenses, from the placing by John East & Partners Limited ("JEP") of
12,000,200 ordinary shares in the capital of the Company ("Ordinary Shares") at
15p (the" "Placing Price") per share (the "Placing Shares") with institutional
and other investors (the "Placing"). The placing is conditional on, amongst
other things, the passing of the resolutions at the General Meeting ("GM") of
the Company (the "Resolutions") and on admission of the new Ordinary Shares to
trading on AIM ("Admission").

In addition, the Company announces that it has effected a debt capitalisation
of approximately £180,000 into 1,215,934 Ordinary Shares at the Placing Price
(the "Debt Capitalisation").

Background to and reasons for the Placing

The proceeds of the Placing, which amount to approximately £1.5 million after
expenses, will allow the Company to recruit additional sales personnel, satisfy
overdue trade creditors and provide additional working capital generally.

Since January 2008, Amteus has been receiving an encouraging level of sales
orders, particularly in the education sector. To date, the Company has made
sales to over 200 customers within private communities across the UK in both
the education and small and medium-sized enterprise sectors.

Having developed its product range, the Company is now focusing primarily on
building on its improved sales in the education sector and seeking new business
opportunities generally.

The directors of the Company (the "Directors" or the "Board") believe that the
proceeds of the Placing will enable the Company to gain sales more quickly as
it seeks to achieve cash breakeven in 2008.

It is the Board's view that the Placing is the appropriate means of providing
additional working capital for the Company. The cost of funds raised through
the Placing will be substantially less than those for an open offer or rights
issue to Shareholders, which would require the publication of a prospectus.
This would have delayed the fundraising and would also have cost the Company a
significantly higher percentage of the funds being raised.

Board Changes

In order to maximise the sales opportunities for the Company's products and to
build on the increased sales to schools in recent months, Chris Holt has been
appointed Director of Education with immediate effect. He will report directly
to Jeffrey Morris, Executive Deputy Chairman.

Simon Duffy joined the Board as a Non-Executive Director in February 2007 but,
as a result of taking on a full-time position with a company operating in the
emerging markets sector, he has resigned as a Director of the Company with
immediate effect, together with all his other UK directorships.

The Placing

Under the terms of the Placing Agreement (the "Placing Agreement"), JEP has
conditionally placed, as agent for the Company, 12,000,200 new Ordinary Shares
at the Placing Price to raise £1.8 million (gross) and approximately £1.5
million (net of expenses) for the benefit of the Company.

The Placing is conditional, inter alia, upon the passing of the Resolutions at
the GM, upon Admission and upon the Placing Agreement not being terminated in
accordance with its terms.

The Placing Shares, when issued and fully paid, will rank equally in all
respects with the existing ordinary shares, including the right to receive all
dividends and other distributions declared, made or paid after Admission.

The Placing Agreement contains certain warranties given by the Directors and
the Company with respect to the Company's business and certain matters
connected with the Placing. In addition, the Company has given indemnities to
JEP in connection with the Placing and JEP's performance of services in
relation to the Placing. The Placing Agreement may be terminated by JEP at any
time before Admission for, inter alia, a material breach by the Company of the
terms of the Placing Agreement or the warranties contained in it, or on the
occurrence of certain specified events or of certain force majeure events.

Directors' participation in the Placing

Pursuant to the terms of the Placing Agreement dated 31 March 2008 between the
Company, JEP and the Directors, Jeffrey Morris, Executive Deputy Chairman, and
his wife, Debra Morris, have conditionally agreed to subscribe for 4,000,000
Ordinary Shares in the Placing, which will represent 7.45 per cent. of the
enlarged issued share capital of the Company (the "Enlarged Issued Share
Capital").

Debt Capitalisation

In addition, Michael Abrahams, Chairman, and Jeffrey Morris, Executive Deputy
Chairman, have agreed to capitalise loans (together with accrued interest)
amounting to £10,000 and £100,000 by subscribing for 66,667 and 666,667
Ordinary Shares at the Placing Price, respectively, which will represent 0.12
per cent. and 1.24 per cent., respectively, of the Enlarged Issued Share
Capital.

Furthermore, a member of Michael Abrahams' family has agreed to capitalise a
loan (together with accrued interest) amounting to £60,000 by subscribing for
400,000 Ordinary Shares at the Placing Price.

In addition, Simon Duffy, Non-Executive Director, has, in lieu of accrued
directors' fees, agreed to subscribe for 82,600 Ordinary Shares at the Placing
Price, which will represent 0.15 per cent. of the Enlarged Issued Share
Capital.

Immediately following Admission Michael Abrahams, Jeffrey Morris and Simon
Duffy will hold 133,021 Ordinary Shares, 24,279,337 Ordinary Shares and 200,700
Ordinary Shares, which will represent 0.25 per cent., 45.24 per cent. and 0.37
per cent. of the Enlarged Issued Share Capital, respectively.

General Meeting

A General Meeting of the Company has been convened for 10.05 a.m. on 23 April
2008 at which Resolutions will be proposed to grant the authority to the
Directors to allot Ordinary Shares pursuant to Section 80 of the Companies Act
1985 and to dis-apply statutory pre-emption rights. The notice convening the GM
is set out at the end of the circular to shareholders, which will be posted to
shareholders of the Company today. A copy of the circular will be available
from John East & Partners Limited, 10 Finsbury Square, London EC1A 1AD and on
the Company's website www.amteus.com.

Following the proposed Placing and debt capitalisation, the Company will have
53,669,410 ordinary voting shares in issue. It is intended that application
will be made for the new Ordinary Shares to be admitted to trading on AIM.
Dealings are expected to commence on 24 April 2008.

Further information:
                                                        Telephone
Rawlings Financial PR Limited                                       
                                                                             
Catriona Valentine                                   07715 769078
                                                                             
Amteus plc                                                                   
                                                                             
Michael Abrahams                                     01756 770376
                                                                             
John East & Partners Limited                                                 
                                                                             
John East/Simon Clements/Johnny Townsend            020 7628 2200
                                                                             

This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.

John East & Partners Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for the Company and no one
else in connection with the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of John
East & Partners Limited or for providing advice in relation to the Placing or
any transaction or any other matters referred to herein.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

The information contained in this announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States,
Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction
in which such publication or distribution is unlawful. The Placing Shares have
not been and will not be registered under the US Securities Act of 1933, as
amended, or under the laws of any state of the United States. This announcement
does not constitute an offer to sell or issue, or the solicitation of an offer
to buy or subscribe for, securities in the United States, Australia, Canada,
Japan or the Republic of South Africa or in any jurisdiction in which such
offer or solicitation is unlawful and should not be relied upon in connection
with any decision to acquire Placing Shares or other securities in the capital
of the Company. There will be no public offer of Placing Shares in the United
Kingdom or elsewhere.



END


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