Directorate Change & Loan Facility

 

TIDMCUS 
 
RNS Number : 4392O 
CustomVis plc 
29 June 2010 
 

                                                                    29 June 2010 
 
                                  CUSTOMVIS PLC 
                  ("CustomVis" or the "Company" or the "Group") 
 
                        Loan Facility and Board Changes 
 
As announced on 25 May 2010, the Company's wholly owned trading subsidiary, CLVR 
Pty Ltd ("CLVR"), was placed into liquidation at a meeting of creditors in 
Perth, Western Australia. Although the majority of the Group's patents are held 
within the Company and the Company is responsible for all sales contracts, CLVR 
owns several patents which are needed for the manufacture of the Company's 
lasers and was, itself, the manufacturer of the lasers, which are sold by the 
Group. 
 
As previously announced, the Board has been working closely with the Liquidator 
and a number of parties who have expressed an interest in the laser technology. 
The Board is, therefore, delighted to announce that the Company has entered into 
a secured loan facility ('the Loan') for approximately GBP302,730 with its 
largest shareholder, Hawk Investment Holdings Limited ('Hawk'), which will be 
used to acquire the assets of CLVR from the Liquidator, to release the Company's 
guarantee over the lease on the CLVR property and to pay certain other 
creditors. 
 
The Loan attracts interest at a rate of 10 per cent. per annum, has a term of 
364 days and is secured by a fixed and floating charge over the assets of the 
Company. Hawk is owned by Bob Morton. 
 
Under the AIM Rules, the loan provided by Hawk and the debenture deed relating 
thereto are classified as related party transactions for the purposes of AIM 
Rule 13. The Independent Directors, being Simon Carroll, Paul van Saarloos and 
Emanuel Rosen, who have consulted with Merchant John East Securities Limited, 
consider the terms of the transaction to be fair and reasonable insofar as the 
shareholders of CustomVis are concerned. In advising the Independent Directors, 
Merchant John East Securities Limited has relied upon their commercial 
assessment. 
 
Board changes 
Bob Morton, John O'Hara and Jackie Edwards have been appointed as non-executive 
chairman, chief executive officer and non-executive director, respectively, with 
immediate effect. Paul van Saarloos, Simon Carroll and Emanuel Rosen have 
resigned from the Board with immediate effect. Further information on Bob 
Morton, John O'Hara and Jackie Edwards, in accordance with Schedule 2 paragraph 
(g) of the AIM Rules is set out below. 
 
Dr Paul van Saarloos will remain with the Company in the capacity of Founder and 
Chief Scientist, where his role will focus on product development as well as 
spearheading the Company's sales efforts at industry conferences and other 
events. 
 
Simon Carroll, outgoing Chairman of CustomVis, commented, "The previous 
directors of CustomVis have been working tirelessly over the past few weeks to 
put into effect a financial rescue package to secure the Company's assets for 
the benefit of CustomVis shareholders." 
 
Bob Morton, the new non-Executive Chairman of CustomVis, commented, "We 
recognise that we have many challenges ahead as we relaunch the Company's 
products back into the market but at the same time we are excited by the very 
real possibilities that are available to the Company. We believe that under the 
direction of the new management team, the Company's ophthalmic devices can 
become leaders in the industry." 
 
                                     -ends- 
 
ENQUIRIES: 
 
+---------------------------------+---------------------------------+ 
| CustomVis plc                   |                                 | 
| John O'Hara, CEO                |                  [phone] | 
+---------------------------------+---------------------------------+ 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| Merchant John East Securities   |                                 | 
| Limited                         |                   020 7628 2200 | 
| David Worlidge                  |                                 | 
+---------------------------------+---------------------------------+ 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| Leander PR                      |                                 | 
| Christian Taylor-Wilkinson      |                   07795 168 157 | 
+---------------------------------+---------------------------------+ 
 
 
Under Schedule 2(g) of the AIM Rules, the following information is disclosed: 
 
Other than CustomVis plc, the Directorships of Mr Arthur Leonard Robert Morton, 
aged 68, during the five years preceding the date of this announcement are as 
follows: 
 
+-------------------------------+-------------------------------+ 
| Current Directorships         | Past Directorships            | 
+-------------------------------+-------------------------------+ 
| Armour Group Plc              | Baron Corporation Plc         | 
| Cryptic Software Limited      | Clarity Commerce Solutions    | 
| Hawk Consulting Ltd           | Plc                           | 
| Hawk Leisure Investments      | Conchango Limited             | 
| Limited                       | Drakefield Group Limited      | 
| Hawk Properties Limited       | Drakefield Insurance Services | 
| Henlow Racing Limited         | Limited                       | 
| La Phare Holdings Ltd         | Drakefield Services Limited   | 
| Lenross Limited               | Hat Pin Plc                   | 
| Merritts Properties Limited   | IFA Holding Company Limited   | 
| Servoca Plc                   | LRH Services Limited          | 
| Spargonet Consulting Plc      | Maclellan Group Limited       | 
| Stackbourne Limited           | Systems Union Group Limited   | 
| St Peter Port Capital Ltd     | Tangent Techniques Group Ltd  | 
| TAAP Limited                  | Vislink Plc                   | 
| Tenon Group plc               |                               | 
| WFCA Plc                      |                               | 
+-------------------------------+-------------------------------+ 
 
Amilyn Limited was put into receivership on 28 July 1978 and into compulsory 
liquidation on 30 April 1979; Langley Metal Products Limited was put into 
creditors' voluntary liquidation on 4 November 1980; Merritts Industrial 
Services Limited was put into creditors' voluntary liquidation on 27 February 
1990 with an estimated deficiency as regards creditors of GBP84,950; QBF Group 
Limited was put into administrative receivership on 19 July 1991; Tangent 
Techniques Group Plc was placed in a company voluntary arrangement on 8 August 
1997 and a notice of completion was filed on 7 October 1998, with unsecured 
creditors receiving a dividend of 42.8p in the pound; and Baron Corporation Plc 
was put into creditors' voluntary liquidation on 16 October 2001 with an 
estimated deficiency as regards creditors of GBP1,045,917. Hat Pin Plc was put 
into administrative receivership on 13 May 2008. 
 
Mr Morton, via Hawk Investment Holdings Limited, holds 45,750,700 ordinary 
shares in the Company, equivalent to 23.76 per cent. of the issued share capital 
of the Company. 
 
Other than CustomVis plc, the Directorships of Mr John William O'Hara, aged 53, 
during the five years preceding the date of this announcement are as follows: 
 
+-------------------------------+-------------------------------+ 
| Current Directorships         | Past Directorships            | 
+-------------------------------+-------------------------------+ 
| A into G Limited              | Clarity Commerce plc          | 
| Auckland University of        | Datacol Investments Limited   | 
| Technology                    | Palo Alto Limited             | 
| AUT Enterprises Limited       | The Sports Production Company | 
| John O'Hara Limited           | Total Hospitality Solutions   | 
| Maxflight NZ Limited          | NZ Limited                    | 
| PA Capital Limited            | Total Hospitality UK Limited  | 
| Sport Aircraft Limited        |                               | 
| Tait Electronics Limited      |                               | 
| Tekron International Limited  |                               | 
| Tekron IP Limited             |                               | 
| Time Synch Solutions Limited  |                               | 
+-------------------------------+-------------------------------+ 
 
Mr O'Hara does not hold any shares in the capital of the Company. 
 
Other than CustomVis plc, the Directorships of Ms Jacqueline Marie Edwards, aged 
53, during the five years preceding the date of this announcement are as 
follows: 
 
+-------------------------------+-------------------------------+ 
| Current Directorships         | Past Directorships            | 
+-------------------------------+-------------------------------+ 
| Campus Novus Limited          | OpRisk Limited                | 
| INet Togs Limited             |                               | 
|                               |                               | 
+-------------------------------+-------------------------------+ 
 
Ms Edwards does not hold any shares in the capital of the Company. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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