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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Eurovestech | LSE:EVT | London | Ordinary Share | GB0002292810 | 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% | 6.75 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMEVT 14 February 2011 Eurovestech plc ("Eurovestech" or the "Company") Proposed sale of investment in ToLuna Eurovestech is pleased to announce that ToLuna plc ("ToLuna"), its largest investee company, has today announced the terms of an acquisition of ToLuna by ITWP Acquisitions Limited ("ITWP") to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). ITWP is a newly incorporated company formed for the purpose of implementing the acquisition. ITWP is supported by Verlinvest SA, a significant shareholder in ToLuna. Following completion of the acquisition Frédéric-Charles Petit, Founder and Chief Executive of ToLuna, will be appointed as a director of ITWP. Eurovestech has provided an irrevocable undertaking to vote in favour of the Scheme (including the required resolutions) in respect of its entire beneficial holdings of ToLuna shares amounting to 14,907,917 ToLuna shares. In addition, Eurovestech has also given ITWP an irrevocable undertaking to elect to receive all of its consideration under the Scheme in the form of 1,051,828,838 ordinary shares of GBP0.01 each in the capital of ITWP ("ITWP Shares") and GBP35,000,000 in nominal value of B loan notes and GBP2,187,046.02 in nominal value of C loan notes to be issued by ITWP. To the extent that any other ToLuna shareholders the subject of the Scheme elect to receive ITWP Shares, B loan notes or C loan notes, then the consideration payable to Eurovestech will be scaled back appropriately and will be replaced with cash on a GBP1 for every GBP1 of nominal value of ITWP Shares, B loan notes or C loan notes. Under the terms of the Scheme ITWP will commit to redeem by 30 June 2011 B loan notes in the amount of GBP25 million. Verlinvest SA has procured an irrevocable bank guarantee for a total amount of GBP25 million be provided in favour of ITWP to guarantee ITWP's payment obligations under the B loan notes. After 30 June 2012, any loan notes which remain outstanding will be compulsorily convertible into ITWP Shares, subject to conditions, at a rate of one ITWP Share for each 1 penny in nominal value of loan notes. Neither the B loan notes nor the C loan notes will bear any interest. Eurovestech expects that it will hold approximately 9.8 per cent. of the issued share capital of ITWP following the Scheme becoming effective. Immediately following the issue of its ITWP Shares, Eurovestech will enter into a shareholders' agreement with certain other shareholders of ITWP, as holders of more than five per cent. of the ITWP Shares. In conjunction with the proposed acquisition of ToLuna, Eurovestech has provided an indemnity up to a maximum liability of GBP2.6 million which is payable in certain circumstances. Eurovestech's total cost of investment in ToLuna was GBP2 million. Since ToLuna was floated on AIM in 2005, Eurovestech has realised GBP14.9 million from the sale of ToLuna shares. Accordingly, following receipt of at least GBP22.5 million following repayment on 30 June 2011, Eurovestech will have realised in cash at least GBP37.4 million and will hold loan notes with a nominal value of GBP12.2 million and approximately 10 per cent. of the issued share capital of ITWP. Further information: Eurovestech plc Richard Bernstein Tel: 020 7491 0770 Chief Executive www.eurovestech.com Merchant Securities Limited (NOMAD) David Worlidge/Simon Clements Tel: 020 7628 2200 END
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