Turbotec Products PLC Related party convertible loan (9458V)

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RNS Number : 9458V

Turbotec Products PLC

21 January 2013

 
 Press Release   21 January 2013 
 

Turbotec Products Plc

("Turbotec" or "the Company")

Related Party Convertible Loan

Acquisition of Shares by Non-Executive Director

Turbotec Products Plc (TRBO.L), the designer and manufacturer of high performance heat exchangers and Tru-Twist(R) heat transfer tubing, announces that on 18 January it entered into an agreement with Execuzen Limited ("Execuzen") (a holder of 17.57% of the issued share capital of the Company) for the provision by Execuzen to the Company of a US$200,000 convertible loan (the "Loan") to be used for ongoing working capital requirements.

The Loan will be drawn down in full immediately and bears interest at a rate of 6% per annum. The Loan is repayable on 11 July 2013 unless Turbotec elects to repay the Loan earlier. The Loan is subject to standard events of default which may accelerate the repayment date or increase the interest rate to 12% per annum dependent on certain operational conditions.

Subject to shareholder authorities, Execuzen may elect at any time to convert the Loan and any outstanding interest into Turbotec ordinary shares of 1p each ("Ordinary Shares") at the higher of either (i) the par value of the Ordinary Shares to be issued on conversion or (ii) the average closing price of the Ordinary Shares traded on the London Stock Exchange's AIM market for the 5 business days immediately preceding the conversion notice plus a premium of 0.25p per share. Turbotec will not convert any amount of the Loan which would result in the number of Ordinary Shares required to be issued on conversion representing more than 10% of the issued share capital of the Company at the time of conversion.

As the Loan is being made to the Company by a substantial shareholder of Turbotec, it is classified as a related party transaction under the AIM Rules for Companies. As such, the independent directors, after consultation with Seymour Pierce Limited, the Company's nominated adviser, are satisfied that the terms of the Loan are fair and reasonable so far as all shareholders are concerned.

The Company also announces that one of its non-executive directors, Joseph DeSena ("DeSena"), acquired 850,000 Ordinary Shares from Thermodynetics, Inc. ("Thermodynetics") in settlement of a promissory note in the original principal amount of $200,000, plus unpaid interest of $4,000. The note and all related obligations were satisfied pursuant to a settlement agreement between the parties. Thermodynetics is the former US parent of the Company and owned 2,508,307 Ordinary Shares (19.6%) prior to the settlement agreement. DeSena owned 2,250,000 Ordinary Shares (17.6%) prior to the settlement agreement. After the settlement, Thermodynetics' holdings were reduced to 1,658,307 Ordinary Shares (12.9%) and DeSena's holdings increased to 3,100,000 Ordinary Shares (24.2%).

- Ends -

For further information please contact:

 
 Turbotec Products Plc 
 Robert Lowe, Non Executive Chairman        [phone] 
  [e-mail] 
 
  Sunil Raina, Managing Director          Tel: [phone] 
  [e-mail]                     www.turbotecproducts.com 
 
  Robert Lieberman, Finance Director      Tel: [phone] 
  [e-mail]                 www.turbotecproducts.com 
 
   Seymour Pierce Limited 
 Guy Peters, Corporate Finance              Tel: [phone] 
  Paul Jewell, Corporate Broking                            8000 
                                           www.seymourpierce.com 
 

Media enquiries:

 
 Abchurch Communications 
 Sarah Hollins / Simone Elviss       Tel: [phone] 
                                                    7728 
                                  www.abchurch-group.com 
 

Electronic copies of this announcement can be obtained from the Company's website www.turbotecproducts.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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