Result of AGM and completion of fundraising

 

TIDMSTBR 
 
RNS Number : 4502S 
Southern Bear PLC 
09 September 2010 
 

                                                                9 September 2010 
 
                                Southern Bear plc 
                       ("Southern Bear" or the "Company") 
  as of 10 September 2010 the Company will trade under its new name of Environ 
                       Group (Investments) plc (AIM: EVN) 
 
                  Result of AGM and completion of fundraising 
 
Southern Bear plc,the AIM quoted support services and fire prevention 
specialists, announces that at the Annual General Meeting of the Company (the 
"AGM") held earlier today all of the resolutions set out in the notice of that 
meeting were duly passed. 
 
Defined terms used below shall, unless the context otherwise requires, have the 
same meaning given in the circular ("Circular") to shareholders of the Company 
dated 16 August 2010. 
 
As a result the Company has now 
 
- completed the Placing, Open Offer and Subscription (conditional only on 
Admission) to raise GBP3.6 million gross which will be used to repay the loan 
provided by Mr. Wray, pay costs and expenses of the Group in connection with the 
Proposals and provide additional working capital 
 
- carried out the Share Capital Reorganisation (which has the effect that for 
every 40 ordinary shares of 0.5p each previously held in the Company, 
Shareholders will now have 1 new ordinary share of 1p in the Company and 1 
deferred share of 19p in the capital of the Company) 
 
- issued and allotted the Deferred Consideration Shares (conditional on 
Admission) 
 
- changed the name of the Company to Environ Group (Investments) plc. The 
Company will begin trading under its new name of Environ Group (Investments) plc 
(AIM: EVN) tomorrow morning. 
 
 
The board are delighted to announce that nearly 3 times the amount of Offer 
Shares available were applied for. As a result, the excess applications were 
scaled back on the following basis: Only those persons who applied for one 
million or more Offer Shares by way of excess application would receive 
approximately one third of such excess applications. 
 
As a result of the Proposals, the Company has issued 116,156,302 New Ordinary 
Shares. Application has been made to have these shares admitted to trading on 
AIM. Admission is expected to take place, and dealings are expected to commence, 
on 10 September 2010. 
 
In addition, in order to comply with s.656 of the Companies Act 2006, the board 
and shareholders considered what steps should be taken to deal with the fact 
that the Company's net assets are less than half its called up share capital. 
 
 
Mark Sims, Chief Executive Officer, commented: 
 
"We are delighted at the level of support shown by our Shareholders in the Open 
Offer and we believe that Southern Bear now has a solid foundation from which to 
grow. We plan to use the funds raised to clear our outstanding debt, leaving the 
Group debt free and cash generative. By focusing on the legislation-led support 
services and fire protection sectors we believe that Southern Bear should be 
relatively immune from any extreme risk from public spending cuts and well 
placed to take advantage of any opportunities that may arise. 
 
"We will also ensure that shareholder and management interests are aligned with 
the management of each division significantly invested in the Group, creating a 
structure that encourages strong profit growth and entrepreneurial business. We 
look forward to the future with confidence. 
 
"As stated in the Circular, it is the Board's intention to adopt incentive 
scheme arrangements to allow certain members of the Board to be granted awards 
by way of new ordinary shares dependent on levels of profit before tax achieved 
by their respective businesses.  Specific financial hurdles and other conditions 
relating to such share awards, which would be operated through and on the 
recommendation of the Group's remuneration committee, are currently still under 
discussion and details of such a scheme will be announced upon finalisation or 
adoption of the incentive scheme by the Company." 
 
Shareholding disclosures 
 
 
The table below sets out the New Ordinary Shares taken up by the directors under 
the  Proposals and their current interests in the share capital of the Company: 
 
 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
|       Name | Shares |     Shares |       Shares |        Shares |      Total |     Total |    Number | Convertible | 
|            |  taken |      taken |        taken |         taken |    holding |   holding |        of |  loan notes | 
|            |  up in |      up in |        up as |            as |       post |      post |  Warrants | held (as if | 
|            |    the |        the |      part of |      deferred |  Proposals | Proposals |      held |   converted | 
|            |   Open |    Placing |          the | consideration |            |       (%) |           |        into | 
|            |  Offer |            | Subscription |               |            |           |           |    Ordinary | 
|            |        |            |              |               |            |           |           |     Shares) | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
|            |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Nigel      |      - | 50,000,259 |            - |             - | 53,019,081 |      38.7 |         - |   3,345,238 | 
| Wray       |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Steve      |      - |          - |    7,500,000 |     5,000,000 | 13,839,053 |      10.0 | 4,000,000 |     119,048 | 
| Hancock    |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Mark Sims  |      - |          - |    7,500,000 |     5,000,000 | 14,080,078 |      10.3 | 4,000,000 |     119,048 | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Paul       |      - |          - |            - |     3,750,000 |  5,000,000 |       6.0 |         - |     119,048 | 
| Richardson |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Janet      |      - |          - |            - |     3,750,000 |  5,000,000 |       6.0 |         - |      83,333 | 
| Domin      |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Chris      |      - |          - |            - |     3,750,000 |  5,028,151 |       3.7 |         - |           - | 
| Arnott     |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Neil       |      - |          - |            - |     3,750,000 |  5,378,151 |       3.9 |         - |           - | 
| Chapman    |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
| Michael    |      - |          - |      500,000 |             - |    500,000 |       0.4 |         - |           - | 
| Clough     |        |            |              |               |            |           |           |             | 
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+ 
 
 
As shown above, following the Proposals Mr. Wray's total shareholding in the 
Company is 53,019,081 Ordinary Shares which represents 38.7 per cent. of the 
Company's share capital.  As Mr. Wray now holds more than 30 per cent. of the 
Company's voting share capital but not more than 50 per cent. of the  Company's 
voting share capital any further increase in his shareholdings is subject to the 
provisions of Rule 9 of the Takeover Code. 
 
Total voting rights 
 
The total issued share capital now comprises 137,131,043 Ordinary Shares. There 
are no shares in treasury and there is no other class of share in issue which 
has voting rights. Consequently the Company's total number of voting rights is 
137,131,043 and this figure may be used by shareholders as the denominator for 
the calculations by which they will determine if they are required to notify 
their interest in, or a change to their interest in the  Company, under the 
FSA's Disclosure and Transparency Rules. 
 
 
Definitions used in this announcement are as set out in the circular to 
shareholders which was posted to shareholders on 16 August 2010 and is available 
on the Group's website www.southernbeargroup.com. 
 
For further information, please contact: 
 
Environ Group (Investments) plc 
Mark Sims - Chief Executive Officer 
Tel: [phone] 
 
Nominated Adviser: 
Grant Thornton Corporate Finance 
Gerry Beaney/Fiona Kindness/Adam Suggett 
Tel: [phone] 
 
Broker: 
Seymour Pierce 
Jeremy Stephenson 
 
Tel: [phone] 
 
Financial PR: 
Bishopsgate Communications 
Gemma O'Hara/Siobhra Murphy 
Tel: [phone] 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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