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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Proventec | LSE:PROV | London | Ordinary Share | GB00B2R1Q018 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 5861V
Proventec PLC
14 July 2009
+------------------------------------+------------------------------------+
| Press Release | 14 July 2009 |
+------------------------------------+------------------------------------+
Proventec plc
("Proventec" or "the Company")
Proposed Placing
Notice of General Meeting
Proventec plc (AIM:PROV, Alternext:ALPTC), a provider of specialist steam
cleaning and coatings technologies, is pleased to announce that it has
conditionally raised GBP1.5 million (before expenses) through a Placing of
3,000,000 new Ordinary Shares at a price of 50 pence per share with existing and
new institutional investors.
The net proceeds of the proposed Placing will be used to:
+-----+----------------------------------------------------------------+
| * | extend the Proventec's machine portfolio and service new |
| | customers; and |
+-----+----------------------------------------------------------------+
| * | strengthen the Company's balance sheet and working capital |
| | position (including enabling the repayment by 30 September |
| | 2009 of the short term working capital facility of GBP500,000 |
| | referred to in the Company's announcement of 2 July 2009). |
+-----+----------------------------------------------------------------+
The Company is to seek shareholder approval for the placing at a General Meeting
("GM") to be convened for 11 a.m. on Friday 31 July 2009 at the offices of
Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN.
David Chestnutt, Chief Executive of Proventec, said: "Proventec is leading the
innovation of hygienic technology. The funds raised will enable the Company to
further develop its product offering. Following customer demand, we are
currently developing an improved industrial steam machine which will be less
than half the price of existing technologies. Proventec is in a good position to
take advantage of the significant opportunities within the healthcare and
industrial markets. I would like to thank our new and existing shareholders for
recognising the future prospects of the Company."
Copies of the Circular convening the GM will be posted to Shareholders shortly
and will be available from Proventec's website in accordance with Rule 26 of the
AIM Rules for Companies,
www.proventecplc.com.
- Ends -
For further information, please contact:
+-----------------------------------------+--------------------------------+
| Proventec plc | |
+-----------------------------------------+--------------------------------+
| David Chestnutt, Chief Executive | Tel: + 44 (0) 151 706 0626 |
+-----------------------------------------+--------------------------------+
| dchestnutt@proventecplc.com | www.proventecplc.com |
+-----------------------------------------+--------------------------------+
+-----------------------------------------+--------------------------------+
| Seymour Pierce Limited |
+--------------------------------------------------------------------------+
| Nicola Marrin / Christopher Wren | Tel: + 44 (0) 20 7107 8000 |
+-----------------------------------------+--------------------------------+
| Corporate Finance | www.seymourpierce.com |
+-----------------------------------------+--------------------------------+
Media enquiries:
+-----------------------------------------+------------------------------+
| Abchurch | |
+-----------------------------------------+------------------------------+
| Simone Alves | Tel: +44 (0) 20 7398 7728 |
+-----------------------------------------+------------------------------+
| simone.alves@abchurch-group.com | www.abchurch-group.com |
+-----------------------------------------+------------------------------+
Seymour Pierce Limited, which is regulated by the Financial Services Authority
and is a member of the London Stock Exchange, is acting as nominated adviser and
broker exclusively for the Company in connection with the Placing. Its
responsibilities as the Company's nominated adviser under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director or any other person in respect of his decision to acquire ordinary
shares in the Company in reliance on any part of this announcement. No
representation or warranty, express or implied, is made by Seymour Pierce
Limited as to any of the contents of this announcement for which the Directors
and the Company are responsible (without limiting the statutory rights of any
person to whom this announcement is issued). Seymour Pierce Limited has not
authorised the contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Seymour Pierce Limited for the accuracy of information
or opinions contained in this announcement or for the omission of any material
information. Seymour Pierce Limited will not be offering advice and will not
otherwise be responsible for providing customer protections to recipients of
this announcement in respect of the Placing or any acquisition of shares in the
Company.
The following information is extracted from a circular to Shareholders (the
"Circular") expected to be posted today. Copies of the Circular will be
available at the offices of Seymour Pierce Limited (20 Old Bailey, London, EC4M
7EN) upon request. Definitions used in the Circular apply in this announcement
unless the context otherwise requires.
Proposed Placing of 3,000,000 new Ordinary Shares at 50 pence per Share
Notice of General Meeting
Introduction
On 14 July 2009, the Company announced that it had conditionally raised GBP1.5
million (before expenses) by means of a placing of 3,000,000 Ordinary Shares at
the price of 50 pence each.
The purpose of this letter is to seek Shareholder approval:-
+-----+----------------------------------------------------------------+
| * | to authorise the Directors to issue and allot Ordinary Shares |
| | for the purpose of the Placing; and |
+-----+----------------------------------------------------------------+
| * | to authorise the Directors to allot Ordinary Shares otherwise |
| | than on a pre-emptive basis for the purpose of the Placing. |
+-----+----------------------------------------------------------------+
Notice of the General Meeting, which will be held at the offices of Seymour
Pierce Limited, 20 Old Bailey, London, EC4M 7EN at 11 a.m. on 31 July 2009, is
set out at the end of this announcement.
Background to and reasons for the Placing
Over the past few months, Proventec has been investigating ways of financing the
development of the Company's new three phase industrial machine and of
purchasing new machines for the Osprey range of healthcare steam equipment,
whilst at the same time seeking to maintain the Company's ongoing working
capital requirements in extremely difficult financial conditions.
In order to maintain the momentum in implementing the Company's stated strategy,
Proventec entered into detailed discussions with new and existing investors in
June 2009 regarding a share placing and the Board is now pleased to confirm the
conditional placing of 3,000,000 new Ordinary Shares at a price of 50 pence per
Placing Share.
The Board feels that a placing of this size will allow the Company to:
+-----+----------------------------------------------------------------+
| * | extend its machine portfolio in the manner described above |
| | (and service new customers); and |
+-----+----------------------------------------------------------------+
| * | strengthen its balance sheet and working capital position |
| | (including enabling the repayment by 30 September 2009 of the |
| | short term working capital facility of GBP500,000 referred to |
| | in the Company's announcement of 2 July 2009). |
+-----+----------------------------------------------------------------+
The Directors consider that (given the details and circumstances of the Placing)
the Placing Price is the best achievable price in current market conditions.
The General Meeting
Set out at the end of the Circular is a notice convening a General Meeting of
the Company to be held at the offices of Seymour Pierce Limited, 20 Old Bailey,
London, EC4M 7EN at 11:00 a.m. on 31 July 2009. At this meeting the following
resolutions will be proposed:
Resolution 1
An ordinary resolution to authorise the Directors to allot new Ordinary Shares
up to (and including) a maximum aggregate nominal amount of GBP300,000.
Resolution 2
A special resolution, conditional on the passing of Resolution 1, to grant the
Directors authority to allot equity securities for cash pursuant to the
authority conferred on them by Resolution 1 as if section 89(1) of the Act did
not apply to such allotment, provided that such power shall be limited to the
allotment of equity securities pursuant to the Placing up to (and including) a
maximum aggregate nominal amount of GBP300,000.
Action to be taken by Shareholders
Shareholders will find enclosed with the Circular a Form of Proxy for use at the
General Meeting. The Form of Proxy should be completed and returned in
accordance with the instructions printed thereon so as to arrive at the
Company's Registrar, Capita Registrars, Proxies Department, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible and in any event
not later than 11.00 a.m. on 29 July 2009. Completion and return of a Form of
Proxy will not prevent Shareholders from attending and voting in person at the
General Meeting should they so wish.
Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that Admission will become
effective and dealings in the Placing Shares will commence on 3 August 2009.
The Articles permit the Company to issue shares in uncertificated form. CREST is
a computerised paperless share transfer and settlement system which allows
shares and other securities to be held in electronic rather than paper form.
Application has been made for the Placing Shares to be admitted to CREST.
CREST is a voluntary system and Shareholders who wish to retain certificates
will be able to do so.
Certificates in respect of the Placing Shares are expected to be despatched by
the Company's Registrars no later than 10 August 2009. It is expected that the
Placing Shares due to uncertificated holders will be delivered in CREST on 3
August 2009.
Loan Notes
Following the Placing, the conversion price of the GBP15,000,000 8.5% Fixed Rate
Convertible Guaranteed Unsecured Loan Notes 2012 ("Loan Notes") will be adjusted
to 50p in order to equate to the Placing Price. This adjusted conversion price
will itself remain subject to any further adjustment in accordance with the
terms of the Loan Notes.
Participation in the Placing by InnoCleaning
It is anticipated that up to 1,085,802 Placing Shares (representing
approximately 36.19% of the total Placing) will be subscribed by InnoCleaning
Concepts Holding B.V ("InnoCleaning"). InnoCleaning (a subsidiary of
InnoConcepts N.V.) currently holds 36.19% of the issued share capital of the
Company. The Directors are pleased with this demonstration of support by
InnoCleaning and consider (having consulted with Seymour Pierce) that the terms
of InnoCleaning's participation in the Placing are fair and reasonable insofar
as Shareholders are concerned.
Recommendation
The Directors believe that the Resolutions to be proposed at the General Meeting
are in the best interests of the Company and shareholders as a whole and
unanimously recommend that you vote in favour of them, as they intend to do in
respect of their own beneficial holdings of shares, totalling 88,042 Ordinary
Shares, representing 0.7 per cent. of the issued share capital of the Company.
Expected timetable of principal events
+-------------------------------------------------+--------------------------+
| Last time and date of receipt for Forms of | 11:00 a.m. on 29 July |
| Proxy | 2009 |
| | |
+-------------------------------------------------+--------------------------+
| General Meeting | 11:00 a.m. on 31 July |
| | 2009 |
+-------------------------------------------------+--------------------------+
| Completion of the Placing | 08:00 a.m. on 3 August |
| | 2009 |
+-------------------------------------------------+--------------------------+
| Crediting of CREST accounts with Placing Shares | 3 August 2009 |
| | |
+-------------------------------------------------+--------------------------+
| Definitive share certificates dispatched in | 10 August 2009 |
| respect of the Placing Shares | |
| | |
+-------------------------------------------------+--------------------------+
Definitions
+----------------------------+----+-------------------------------------------+
| "Act" | | the Companies Act 1985 (as amended) and, |
| | | to the extent applicable, the Companies |
| | | Act 2006; |
+----------------------------+----+-------------------------------------------+
| "Admission" | | admission of the Placing Shares, to |
| | | trading on AIM and such admission |
| | | becoming effective in accordance with the |
| | | AIM Rules; |
+----------------------------+----+-------------------------------------------+
| "AIM" | | the AIM market of the London Stock |
| | | Exchange; |
+----------------------------+----+-------------------------------------------+
| "AIM Rules" | | the rules applicable to companies whose |
| | | securities are traded on AIM published by |
| | | the London Stock Exchange; |
+----------------------------+----+-------------------------------------------+
| "Alternext" | | the Alternext stock market regulated by |
| | | Euronext |
+----------------------------+----+-------------------------------------------+
| "Articles" | | the articles of association of the |
| | | Company; |
+----------------------------+----+-------------------------------------------+
| "Capita Registrars" | | a trading division of Capita Registrars |
| | | Limited; |
+----------------------------+----+-------------------------------------------+
| "Company" or "Proventec" | | Proventec plc; |
+----------------------------+----+-------------------------------------------+
| "Directors" or "Board" | | the directors of the Company, whose names |
| | | are set out on page 3 of the Circular; |
+----------------------------+----+-------------------------------------------+
| "General Meeting" or "GM" | | the General Meeting of the Company |
| | | convened for 11:00 a.m. on 31 July 2009, |
| | | or any reconvened meeting following any |
| | | adjournment thereof, notice of which is |
| | | set out in the Notice of General Meeting; |
+----------------------------+----+-------------------------------------------+
| "Existing Ordinary Shares" | | the Ordinary Shares in issue at the date |
| | | of this document; |
+----------------------------+----+-------------------------------------------+
| "Form of Proxy" | | the form of proxy for use by Shareholders |
| | | at the General Meeting; |
+----------------------------+----+-------------------------------------------+
| "InnoConcepts" | | InnoConcepts N.V., a company limited by |
| | | shares and incorporated under the laws of |
| | | the Netherlands |
+----------------------------+----+-------------------------------------------+
| "London Stock Exchange" | | London Stock Exchange plc; |
+----------------------------+----+-------------------------------------------+
| "Notice of General | | the notice of the General Meeting which |
| Meeting " | | is set out at the end of the Circular; |
+----------------------------+----+-------------------------------------------+
| "Ordinary Shares" | | the ordinary shares of nominal value 10p |
| | | each in the capital of the Company; |
+----------------------------+----+-------------------------------------------+
| "Placing" | | the conditional placing of the Placing |
| | | Shares at the Placing Price, further |
| | | details of which are set out in of Part I |
| | | of the Circular; |
+----------------------------+----+-------------------------------------------+
| "Placing Price" | | 50p per Placing Share; |
+----------------------------+----+-------------------------------------------+
| "Placing Shares" | | the 3,000,000 new Ordinary Shares which |
| | | have been conditionally placed pursuant |
| | | to the Placing (and so that, for the |
| | | avoidance of doubt, the term "Placing |
| | | Shares" shall also be deemed to include a |
| | | reference to any lower number of Ordinary |
| | | Shares actually allotted and issued |
| | | (conditionally or otherwise) pursuant to |
| | | the Placing); |
+----------------------------+----+-------------------------------------------+
| "Resolutions" | | the ordinary resolution and the special |
| | | resolution set out in the Notice of |
| | | General Meeting; |
+----------------------------+----+-------------------------------------------+
| "Seymour Pierce" | | Seymour Pierce Limited, the Company's |
| | | nominated adviser and broker; |
+----------------------------+----+-------------------------------------------+
| "Shareholders" | | holders of Existing Ordinary Shares; |
+----------------------------+----+-------------------------------------------+
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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