Ultrasis PLC Proposed Refinancing (7113Z)

TIDMULT

RNS Number : 7113Z

Ultrasis PLC

15 December 2014

Ultrasis plc

("Ultrasis" or the "Company")

Update on financial position and proposed

refinancing of up to GBP5.05million

Further to the announcements made by the Company on 20 October 2014, 3 December 2014 and 12 December 2014, Ultrasis announces that it has agreed non-binding terms with Paul Bell for the ongoing financing of the Company (the "Proposed Investment"). The Proposed Investment is a solution to the Company's short term cash requirements and also gives Ultrasis long term financial support to pursue its growth strategy.

In addition, existing shareholders will be able to participate in an equity offering alongside, and on the same terms as, Mr. Bell.

The Proposed Investment will consist of:

- a cash investment of GBP1.55 million at a price of 0.05 pence per ordinary share in the capital of the Company ("Ordinary Shares") (the "Subscription") (or such amount that is equivalent to 0.05 pence per Ordinary Share following the share consolidation and share split as detailed below) (the "Subscription Price");

- new and/or existing shareholders will be invited to participate via a placing/open offer ("Open Offer") at the Subscription Price on the basis that the maximum aggregate subscription under the terms of the Open Offer will not exceed GBP500,000. For the avoidance of doubt, the Subscription is not conditional on the Open Offer; and

- provision of a debt facility equal to GBP3 million (the "New Facility"). The terms of the New Facility are that:

o GBP1.5 million will be drawn down under the New Facility immediately (the "Initial Drawdown");

o all amounts drawn down under the New Facility will be convertible into Ordinary Shares at the Subscription Price at any time on Mr. Bell's request ("New Facility Shares");

o save for the Initial Drawdown and, subject to Mr. Bell consenting otherwise, the facility will only be drawn down at up to a maximum of GBP1 million in any one calendar year and subject to such drawdown being:

-- in tranches of a maximum of GBP100,000:

   --     in each case on 30 days' written notice to Mr. Bell; and 
   --     subject to a maximum of GBP100,000 in any one calendar month; and/or 
   --     in amounts of greater than GBP100,000, in each case on 60 days' written notice to Mr Bell. 

o a 4% coupon per annum shall be payable at 6 monthly intervals on all amounts drawn down on 1 March and 1 September in each year;

o the capital will be non-repayable for a period of 5 years, following which any amounts drawn down become repayable on demand;

o early repayment will only be by agreement from all parties.

o Mr. Bell will be granted a first legal charge/mortgage in a form satisfactory to him; and

o Mr. Bell, or a person nominated by Mr. Bell, is appointed as a non-executive director to the main Board of the Company at or shortly after completion of the Proposal Investment and Mr Bell will retain a right to make and hold such appointment during the period in which any facility remains in place.

- On completion of the Proposed Investment, the existing loans due to Mr. Bell, together with any interest accrued thereon will be repaid in full.

The Proposed Investment is subject to, inter alia:

- the satisfactory conclusion of a limited due diligence exercise to be conducted by Mr. Bell and/or other advisors appointed by Mr Bell for this purpose;

- the approvals of the Ultrasis board, its shareholders and, in the case of the Waiver referenced below, the Takeover Panel, to a number of resolutions required to complete the Proposed Investment, and the publishing by the Company of all necessary shareholders' circulars and other documentation, including:

o the approval of a waiver under Rule 9 of the Takeover Code ("the "Waiver") which is required as the Proposed Investment would result in Mr. Bell owning more than 30% of the voting rights in the Company;

o the granting of the necessary approvals for the directors to have in place sufficient authorities (and have pre-emption rights sufficiently dis-applied) to issue and allot the Subscription Shares and to enter into the New Facility including the issue and allotment of the New Facility Shares;

o the Company and the shareholders consenting to a share consolidation and subsequent share split, on terms to be agreed, resulting in, inter alia, the Ordinary Shares having a nominal value at a price below the Subscription Price.

o the required statements being made in respect of the proposals being classed as a related party transaction under the AIM Rule 13;

o the Company granting share options to the management team on terms to be presented to, and agreed by them but with an aggregate limit such that no more than 10% of the issued share capital of the Company is placed under option; and

o the existing loans to Mr. Bell (including accrued interest), being repaid to Mr. Bell on completion of the Proposed Investment.

It is anticipated that a circular will be sent to shareholders by mid February 2015 to convene a General Meeting of the Company (the "Circular"). The posting of the Circular is subject to approval of the Waiver by the Panel on Takeovers and Mergers.

For all enquiries relating to Ultrasis please contact:

 
Ultrasis plc                   Tel: [phone] 
John Smith, Interim Executive 
 Chairman 
 
 
 
  finnCap Ltd                    Tel: [phone] 
 
Geoff Nash/Simon Hicks 
 
 
 
 

Notes to Editors:

Ultrasis is a healthcare company with core expertise in health, psychology, software development and programme management. We deliver a range of healthcare products to the consumer, the NHS, the corporate sector and other healthcare providers in the UK and Internationally. Ultrasis was the first company to offer computerised products based on Cognitive Behavioural Therapy (CBT) and interactive multimedia, and is still the world leader in this field.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCQKQDQCBDDNBD