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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Pine Ventures | LSE:PVS | London | Ordinary Share | GB00B0CHGH75 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.10 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Not for release, publication or distribution in or into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (each a 'Restricted Jurisdiction'). 12 June 2007 Pine Ventures plc ("Pine Ventures" or the "Company") Placing of 400,000,000 New Shares and Open Offer of up to 592,698,502 New Shares at 0.1p per share and Notice of Extraordinary General Meeting Summary * Placing to raise £400,000 (before expenses) and Open Offer to raise up to £ 592,699 (before expenses) to improve the attractiveness of the Company to potential target companies and to fund the due diligence of those companies (those trading in the software sector in the UK, Europe and North America as outlined in the Company's investing strategy which was approved by Shareholders on 6 June 2007). * Pursuant to the Placing, a total of 400,000,000 New Shares will be issued at 0.1 pence per New Ordinary Share. This summary should be read in conjunction with, and is subject to, the accompanying full text of this announcement. The conditions and certain further terms of the Open Offer are set out in this announcement. It is expected that the circular to Shareholders and the Application Form will be dispatched today, other than in relation to a Restricted Jurisdiction. Enquiries: Lord Beaverbrook, Chairman 020 7235 3131 Pine Ventures plc Simon Clements/David Worlidge 020 7628 2200 John East & Partners Limited Trevor Phillips 020 7929 5599 Holborn Public Relations If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This announcement does not constitute, or form any part of, an offer or invitation to purchase any securities or a solicitation or an offer to buy any securities, pursuant to the Open Offer or otherwise. The Open Offer will be made solely by the circular to be sent to Shareholders and the Application Form, which will contain the full terms and conditions of the Open Offer, including details of how the Open Offer may be accepted. The Independent Directors of the Company accept responsibility for the recommendation and opinions of the Independent Directors relating to the Proposals contained in this Announcement. The Directors accept responsibility for all of the other information in this Announcement. The Directors (who have taken all reasonable care to ensure such is the case) the information contained in this Announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement contains definitions of certain expressions used in this announcement. The availability of the Open Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdictions. The Open Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of mail, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce, or by any facilities of a national securities exchange of, Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other Restricted Jurisdiction and the Open Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement, the circular to Shareholders, the Application Form and any related offering documents are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America or any other Restricted Jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute copies of this announcement, the circular to Shareholders, the Application Form and any related offering documents in, into or from Australia, Canada, Japan, the Republic of South Africa or the United States of America. John East & Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and for no-one else in connection with the proposed Placing and Open Offer and other matters and will not be responsible to anyone other than the Company for providing the protections afforded to customers of John East & Partners nor for giving advice in relation to the Placing and Open Offer or any other matter referred to in this announcement. Placing of 400,000,000 New Shares at 0.1p per share and Open Offer of up to 592,698,502 New Shares at 0.1p per share Introduction Further to the announcement on 6 June 2007 the Company announces a Placing of 400,000,000 New Shares to raise £400,000 (before expenses) and an Open Offer of up to 592,698,502 New Shares to raise up to a further £592,698 (before expenses). The Placing and Open Offer are being proposed in order to improve the attractiveness of the Company to potential target companies and to fund the due diligence of those companies (those trading in the software sector in the UK, Europe and North America in line with the Company's investing strategy). The Placing and the Open Offer are conditional, amongst other things on Shareholder approval of certain Resolutions to be proposed at an Extraordinary General Meeting convened for 10.05 am on 5 July 2007 and Admission of the New Shares to be issued pursuant to the Placing and Open Offer becoming effective by 8.00 a.m. on 6 July 2007 (or such later date as the Company may determine, being not later than 20 July 2007. The Directors estimate that following the completion of the Placing referred to below, the Company will have approximately £250,000 of cash, which is sufficient working capital for its present purposes. Pursuant to an agreement dated 12 June 2007 Maxwell Beaverbrook, has undertaken to the Company to waive his current salary due under his service agreement of £ 50,000 per annum in return for a reduced payment of £1,000 per month until such time as the Company either signs a heads of agreement with the shareholder(s) of a prospective target company or the Company commences due diligence on the acquisition of a target company. The Placing and the Open Offer Placing The Company is proposing to raise up to approximately £400,000 (before expenses) by means of the Placing. The Placees, including Maxwell Beaverbrook, who has subscribed £150,000 for 150,000,000 New Shares, Gazelle Investment Group LLC ("Gazelle") and other investors, have conditionally agreed pursuant to the terms of the Placing Letters to subscribe for up to 400,000,000 Ordinary Shares in the Placing which will represent 31 per cent. of the Enlarged Issued Share Capital. Immediately following the Placing and Open Offer, Maxwell Beaverbrook will be interested in 179,004,189 Ordinary Shares, representing 13.89 per cent. of the enlarged issued share capital. Open Offer The Company is also proposing to raise up to approximately £592,699 (before expenses) by the issue of the Offer Shares pursuant to the Open Offer. Qualifying Shareholders will have the right to apply for Offer Shares under the Open Offer at a price of 0.1p per Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of: two Offer Shares for each Existing Share held at the close of business on the Open Offer Record Date and so on in proportion for any greater or lesser number of Ordinary Shares then held. * The Placing and the Open Offer are subject to the satisfaction, amongst other matters, of the following conditions on or before 6 July 2007, (or such later date being not later than 20 July 2007, as the Company may decide): i. the passing without amendment of the Resolutions to be proposed at the Extraordinary General Meeting; ii. the subscription monies for the New Shares being received in full by or on behalf of the Company; iii. the Placing Letters becoming unconditional in all respects and not having been rescinded in accordance with their terms; and iv. Admission becoming effective by 8.00 am on 6 July 2007, (or such later time or date not being later than 8.00 am on 20 July 2007 as the Company may decide). * The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Open Offer has been structured so as to allow Qualifying Shareholders to subscribe for New Shares at the Placing Price pro rata to their existing holdings. Qualifying Shareholders may make excess applications under the Open Offer up to a maximum additional amount equal to their pro rata entitlement. Excess applications will be met to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements. If there is an over-subscription resulting from excess applications, allocations in respect of such excess applications will (to the extent of any competition) be scaled back in such manner, as the Company shall, in its absolute discretion, determine. To the extent that Offer Shares are not subscribed by existing Shareholders, Open Offer entitlements will lapse. The Directors are beneficially interested in 32,004,189 Ordinary Shares, equivalent to 10.80 per cent. of the Existing Shares, and have an aggregate entitlement under the Open Offer of up to 64,008,378 Offer Shares. Options Pursuant to an option agreement between the Company and Gazelle dated 12 June 2007, the Company has conditionally agreed to grant Gazelle an option to subscribe for up to 150,000,000 Ordinary Shares at the Placing Price. The option is conditional upon Admission becoming effective on or before 20 July 2007 and may be exercised by Gazelle in whole or in part for a period of 60 days following Admission becoming effective. The option agreement contains provisions relating to adjustment of the subscription rights pursuant to the option in the event that the Company changes its share capital at any time while the option remains outstanding. Independent Directors Recommendation The Independent Directors, who have consulted with the Company's nominated adviser, John East & Partners, consider that the Proposals are fair and reasonable insofar as Shareholders are concerned. As part of the consultation process John East & Partners has taken into account the Independent Directors' commercial assessment of the Proposals. The Independent Directors recommend you to vote in favour of the Resolutions as they intend to do in respect of their aggregate shareholdings of 5,500,000 Ordinary Shares, equivalent to 1.89 per cent. of the Existing Shares. Expected timetable of events Open Offer Record Date Close of Business on 8 June 2007 Despatch of this document 12 June 2007 Open Offer Entitlements credited to CREST stock 13 June 2007 accounts of Qualifying CREST Shareholders Recommended latest time for requesting 4.30 pm on 27 June 2007 withdrawal of Open Offer Entitlements from CREST Latest time for depositing Open Offer 3.00 pm on 29 June 2007 Entitlements into CREST Latest time for splitting Application Forms (to 3.00 pm on 2 July 2007 satisfy bona fide market claims) Latest time and date for receipt of white form 10.00 am on 3 July 2007 of proxy to be valid at the Annual General Meeting Latest time and date for receipt of blue Form 10.05 am on 3 July 2007 of Proxy for the Extraordinary General Meeting Latest time and date for receipt of completed 11.00 am on 4 July 2007 Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) Annual General Meeting 10.00 am on 5 July 2007 Extraordinary General Meeting 10.05 am on 5 July 2007 Admission effective and dealings commence on 6 July 2007 AIM CREST accounts credited 6 July 2007 Share certificates despatched by 13 July 2007 Placing and Open Offer statistics Placing Price per New Share 0.1p Number of Ordinary Shares in issue at the date of this 296,349,251 document Placing Shares to be issued by the Company 400,000,000 Offer Shares to be issued by the Company Up to 592,698,502 Estimated net proceeds of the Placing and the Open Offer* £992,699 Percentage of the Enlarged Issued Share Capital represented by 77.01 per cent. the New Shares* Number of Ordinary Shares in issue at Admission* 1,289,047,753 Market capitalisation of the Company on Admission at the £1.29 million Placing Price* * assuming full take up of entitlements under the Open Offer END
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