![](/cdn/assets/images/search/clock.png)
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 |
---|---|---|---|---|---|
Avid Holdings | LSE:AVD | London | Ordinary Share | GB00B06GHM23 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.095 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Avid Holdings Plc Proposed Acquisition of Electro-Mec (Reading) Limited Placing of 133,333,333 new ordinary shares at 0.75p per ordinary share Grant of new Share Options and Notice of an Extraordinary General Meeting Key Highlights * Acquisition of Electro-Mec (Reading) Limited for an initial consideration of £800,000 * Deferred consideration payable up to £750,000 dependent on future profits of Electro- Mec (Reading) Limited * Placing of 133,333,333 at 0.75p per new Ordinary Shares to raise £1 million, before expenses * Grant of new Share Options to the Board and senior management * Extraordinary General Meeting to approve proposals to be held on 15 March 2007 The Company is pleased to announce that it has entered into an agreement pursuant to which it has conditionally agreed to acquire the entire issued share capital of Electro-Mec (Reading) Limited ("Electro-Mec") for an initial consideration of £800,000, to be satisfied by the issue of 28,333,333 new Ordinary Shares at an average price of 1.41 pence per new Ordinary Share (which, upon allotment, will rank pari passu in all respects with the Existing Ordinary Shares) and a cash payment of £400,000. Deferred consideration of up to £750,000, to be satisfied by the issue of further new Ordinary Shares, will be due, calculated on a formula basis, dependent on future profits of Electro-Mec for the two consecutive years ending 31 December 2007 and 31 December 2008. The Company also announces that it is seeking to raise £1 million by means of a Placing of 133,333,333 new Ordinary Shares at a price of 0.75 pence per share. The broker to the Placing is Ellis Stockbrokers Limited. Application has been for the Consideration Shares and the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange. It is expected that Admission will become effective and that dealings in the Consideration Shares and Placing Shares will commence on 16 March 2007. The Company currently does not have the necessary shareholder authorities to issue sufficient numbers of Ordinary Shares to satisfy the terms of the Acquisition Agreement, the Placing Agreement and the grant of the new Share Options. Therefore, an Extraordinary General Meeting has been convened for 15 March 2006 at which the directors will seek additional authorities from shareholders to issue ordinary shares and grant the new Share Options. Avid The Company supplies specialist child resistant packaging solutions for blister pack drugs through its subsidiary Pill Protect. The main benefits of Pill Protect's products are: * they have received a certificate under BS 8404 and BSEN 14375 and are compliant with relevant parts of The Medicines (Child Safety) Regulations 2003; * they provide a smooth surface for increased brand presence which, compared to foil, allows improved messaging in up to eight colours; * the products do not alter the primary packaging material and consequently The Medicine and Healthcare Products Regulatory Agency can issue a type 1 licence upgrade, at minimal cost; and * the products have been designed to be run on existing packaging lines with minimal loss of production time. The Company is focused on the development of its pharmaceutical packaging business and the Acquisition is a continuation of this strategy. Electro-Mec Electro-Mec, founded in 1969, is a precision engineering business producing high quality blister pack change tooling for the pharmaceutical industry (from which it generates the majority of its revenues) as well as offering some machining and assembly for the defence industry. In 1989, Electro-Mec started to develop one-off feeding systems for placing tablets and capsules in blister packs, improving on existing technology. This development culminated in the design and manufacture of the company's branded range of feeders, which can be fitted to most blister pack packaging machinery either as original specification or retro fit. Electro-Mec currently employs 38 people at its Reading facilities. Electro-Mec has no formal marketing structure or dedicated sales resource. However, the company, mainly through customer referral and recommendation, has become a successful third party supplier of change tooling for blister pack packaging machinery in the UK, whilst also selling to overseas customers. The company competes against similar services and goods from primary manufacturers of packaging equipment. As well as supplying blister pack part change tooling and its branded feeders to many major international pharmaceutical companies, Electro-Mec also produces components and assemblies for a range of industries and has developed relationships with several customers where work is quoted for and won through competitive tender. In the year ended 31 July 2006 (the last period for which audited accounts have been published) Electro-Mec recorded turnover of £3,003,571, and made profits on ordinary activities before taxation of £157,635. At 31 July 2006 audited net assets were £540,672. The Directors, have reviewed the current management accounts and prospects for Electro-Mec and, notwithstanding a small loss for the period since 31 July 2006, are encouraged by the opportunities available to the business for the current financial year. The Directors believe that there are a number of benefits of the Acquisition: - Electro-Mec is an established business; - There will be a number of cross selling opportunities with Electro-Mec's existing customers in the pharmaceutical sector; - Pill Protect's European marketing activities will benefit Electro-Mec, which currently has few European export sales; and - Electro-Mec could become a useful internal resource for Pill Protect's engineering requirements which, in the Directors' opinion, will facilitate faster research and development programmes. Deferred Consideration Under the Acquisition Agreement, deferred consideration, of up to a maximum aggregate amount of £750,000, is due, calculated as follows: in respect of each of the two years ending 31 December 2007 and 31 December 2008, an amount equal to 75 per cent. of the net profit before tax of Electro-Mec for such year, after certain adjustments for, inter alia, discretionary charges, non-ordinary course of business transactions and directors' fees, subject to a limit of £ 375,000. Any deferred consideration will be satisfied by the issue of new Ordinary Shares. The Placing The Company proposes to raise £1 million by the allotment and issue of the Placing Shares at the Placing Price pursuant to the Placing. The net proceeds of the Placing, being £720,000, will be used to fund the cash element of the initial consideration (£400,000) and to provide working capital for the Enlarged Group. Upon allotment the Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and other distributions thereafter declared, made or paid in respect of the issued ordinary share capital of the Company. Current Trading and Future Prospects At the time of its acquisition of Pill Protect in June 2006, which transferred the Group from an investing group to an operating business, the Directors stated that they had secured some initial orders from three large pharmaceutical companies and were in discussions with a number of other international companies for the supply of its products. However, lead times can be significant and consequently they anticipated turnover to be at a nominal level for the year ended 31 December 2006. The Directors made some progress in the second half of 2006, with further orders received from customers and product deliveries made in connection with the launch of a new over the counter drug in October 2006. The majority of the Group's products remain under development. Whilst turnover for the year ended 31 December 2006 will be below management expectations, reductions in the Group's overhead are likely to result in the overall performance being in line with management's expectations. The Directors are in advanced discussions with two major international pharmaceutical companies which, if successful, should result in turnover commencing in the second half of the current year which would progressively build during 2008. The Group has commenced its sales initiatives in Europe and the United States of America and has received positive enquires following the Pharmapack 2007 Exhibition, Paris, January 2007, an International Exhibition of packages for medicines and pharmaceuticals, at which it was an exhibitor. The results for the year ended 31 December 2006 are expected to be announced in April 2007. The Directors are of the opinion that, having made due and careful enquiry and taking into account the net proceeds of the Placing and the existing facilities available to the Group, the Enlarged Group will have sufficient working capital for its present requirements, that is for at least 12 months from the date of Admission. Grant of new Share Options The Company has previously granted options to an employee and directors to acquire a total of 16,350,000 Ordinary Shares and proposes to grant new options over a further 25,650,000 Ordinary Shares. Details of these previous and new grants are described below: Name of Optionholder Previous number of Additional number of Ordinary Shares under Ordinary Shares under Option Option Jonathan Bobbett 5,000,000 10,000,000 Jonathan Neal 5,000,000 10,000,000 Joe Waters 3,000,000 1,000,000 Mike Nash 1,350,000 650,000 Michael Walter 2,000,000 1,000,000 David Walton Masters - 3,000,000 Total 16,350,000 25,650,000 All of the new Share Options will have an exercise price of 0.75p per share. The new Share Options will be exercisable in the period between the second and seventh anniversary of their grant. For Joe Waters the exercise of his new Share Options will be conditional on gross margins of Pill Protect reaching £ 500,000 in any twelve month period. For the remaining Optionholders the exercise of the new Share Options are conditional on the mid market price for the Ordinary Shares being at least 1.5p for 20 consecutive business days. Key Statistics Placing Price 0.75p Number of Existing Ordinary Shares 213,999,999 Number of Consideration Shares 28,333,333 Number of Placing Shares 133,333,333 Number of Ordinary Shares in issue immediately after 375,666,665 Admission Estimated gross proceeds of the Placing £1 million Estimated net proceeds of the Placing £720,000 Market capitalisation of the Company at the Placing £2.82 million Price Expected timetable of Events 2007 Latest time and date for receipt of Forms of Proxy to be 10.00 a.m. on 13 valid at the Extraordinary General Meeting March Extraordinary General Meeting 10.00 a.m. on 15 March Commencement of dealings in the Consideration Shares and 8.00 a.m. on 16 the Placing Shares March CREST accounts credited for the Consideration Shares and 16 March Placing Shares Despatch of definitive share certificates for the 23 March Consideration Shares and the Placing Shares in certificated form CONTACT DETAILS Avid Holdings Plc Jonathan Bobbett: Tel: 01622 872022 City Financial Associates Limited Ross Andrews Tel: 020 7090 7800 DEFINITIONS The following definitions apply throughout the announcement unless the context otherwise requires: "Acquisition" the proposed acquisition by the Company of the entire issued share capital of Electro-Mec "Acquisition Agreement" the agreement dated 20 February 2007 between M W Ellis and B K Hansford (1) and the Company (2) under which the Company has conditionally agreed to acquire the entire issued share capital of Electro-Mec "Admission" the admission of the Consideration Shares and the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules "Board" or "Directors" the directors of the Company as at the date of this announcement "Company" or "Avid" Avid Holdings plc "Consideration Shares" the 28,333,333 new Ordinary Shares to be issued as part of the initial consideration for the acquisition of Electro-Mec "CREST the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the Operator (as defined in the CREST Regulations) "Electro-Mec" Electro-Mec (Reading) Limited "Enlarged Group" the Company and its subsidiaries as enlarged by the Acquisition "Existing Ordinary Shares" 213,999,999 Ordinary Shares in issue at the date of this announcement "Extraordinary General the extraordinary general meeting of the Company Meeting" convened for 15 March 2007 "Group" the Company and its subsidiaries "London Stock Exchange" London Stock Exchange plc "new Share Options" the proposed grant of options over new Ordinary Shares "Ordinary Shares" ordinary shares of 0.5p each in the capital of the Company "Pill Protect" Pill Protect Limited, formerly called 3 Point Blue Limited, a subsidiary of the Company "Placees" those persons subscribing for the Placing Shares in the Placing at the Placing Price "Placing" the conditional placing of the Placing Shares by Ellis Stockbrokers Limited, as agent for the Company, pursuant to the Placing Agreement "Placing Agreement" the conditional agreement dated 20 February 2007 between the Company (1), City Financial Associates Limited (2) and Ellis Stockbrokers Limited (3) relating to the Placing, further details of which are set out in a circular to Shareholders dated 20 February 2007 "Placing Price" 0.75 pence per Placing Share "Placing Shares" 133,333,333 new Ordinary Shares to be issued pursuant to the Placing Agreement "Shareholders" the holders of Ordinary Shares END
1 Year Avid Chart |
1 Month Avid 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