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VSH Venue Sol

0.525
0.00 (0.00%)
17 Jan 2025 - Closed
Delayed by 15 minutes
Venue Solutions Investors - VSH

Venue Solutions Investors - VSH

Share Name Share Symbol Market Stock Type
Venue Sol VSH London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 0.525 00:00:00
Open Price Low Price High Price Close Price Previous Close
0.525 0.525
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Posted at 22/9/2009 13:30 by backmarker
RNS Number : 3901Z
Venue Solutions Holdings PLC
21 September 2009

?
21 September 2009


Venue Solutions Holdings Plc
("Venue Solutions" or the "Company")


Further re: Issue of Equity
Resignation Of Director
Change of Registered Address




Issue of Equity


The Company announces that further to the announcement made on 12 August
2009, concerning the issue, to directors and certain other parties, of
45,866,350 ordinary shares, it has today issued a further 12,000,000 new
ordinary shares at 2 pence per share.


10,000,000 of the new shares are being issued to The Roeder Settlement in order
to satisfy the repayment of loans amounting to GBP200,000 provided to the
Company and the balance to a consultant in lieu of outstanding consultancy fees.


The shareholdings of the directors and other certain significant shareholders
following the above share issues will be as follows:


+-----------------------------------------+---------------+---------------+
| Director | Total | Percentage of |
| | Shareholding | issued share |
| | | capital |
+-----------------------------------------+---------------+---------------+
| Oliver Iny | 15,000,000 | 11.76% |
+-----------------------------------------+---------------+---------------+
| Oliver Iny interest in Trust^ | 5,962,001 | 4.67% |
+-----------------------------------------+---------------+---------------+
| Stephen Thomson | 5,089,000 | 3.98% |
+-----------------------------------------+---------------+---------------+
| Jacqueline Dunphy | 1,300,000 | 1.01% |
+-----------------------------------------+---------------+---------------+
| | | |
+-----------------------------------------+---------------+---------------+
| Shareholders with 3% or more of the | | |
| issued share capital | | |
+-----------------------------------------+---------------+---------------+
| | | |
+-----------------------------------------+---------------+---------------+
| Lowell Hanson | 10,400,000 | 8.15% |
+-----------------------------------------+---------------+---------------+
| The Roeder Settlement Trust | 10,000,000 | 7.84% |
+-----------------------------------------+---------------+---------------+

^ - Shares are held by Starlake Limited, which is owned and controlled by the
Teak Trust of which Oliver Iny is a potential beneficiary. In addition,
Starlake Limited holds 997,603 non-voting Preference Shares of GBP1 each.


The Company has applied for the 57,866,350 new ordinary shares to be admitted to
trading on AIM and Admission is expected to commence on 25 September 2009.


Following the issue of the above shares the Company will have 127,576,349
ordinary shares in issue.


The Company has also agreed to issue a further 1,000,000 new Ordinary Shares, to
satisfy unpaid employee expenses.


The Company currently does not have the necessary authorities to issue these
shares and as a consequence will be required to convene a general meeting of its
shareholders to approve resolutions to grant new authorities to the directors to
allot shares generally. The Company intends to convene such a meeting shortly
and a further announcement will be made at that time.


Issue of Warrants


The Company announces that as part of the fundraising arrangements discussed
above it has also issued to The Roeder Settlement Trust 4,000,000 warrants to
subscribe for new ordinary shares at 2 pence per share which are capable of
being exercised on or before 31 December 2019.


The Directors wish to thank all the parties that have agreed to convert their
loans or outstanding debts into shares for their patience, support and
forebearance during a difficult time.


Related Party Transaction


As part of the issue of 45,866,350 new ordinary shares, which was announced on
12 August 2009, Oliver Iny, Stephen Thomson and Jacqueline Dunphy subscribed for
15,000,000, 5,000,000 and 1,300,000 ordinary shares, respectively. The shares
were issued in satisfaction of loans provided to the Company.


Owing to their participation in this share issue the directors of the Company
are considered to be related parties for the purposes of the AIM Rules. In the
event of such transactions, the Independent Directors of the Company are
required to confirm, following consultation with the Company's Nominated
Adviser, that the transactions are fair and reasonable insofar as the Company's
shareholders are concerned.


As all the directors of the Company were participating in the share issue there
was no Independent Director able to provide this confirmation. Ordinarily the
requirement for such a confirmation would then be passed onto the Company's
Nominated Adviser. However, the Company's Nominated Adviser resigned on the same
day and the Company was therefore unable to comply with the AIM Rules at that
time.


Following the announcement of its appointment as the Company's Nominated
Adviser, John East & Partners Limited ("JEP") has reviewed the background and
terms of the share issue to the Directors of the Company and consider them to be
fair and reasonable insofar as the Company's shareholders are concerned.


In giving this confirmation, JEP has taken into account the fact that the
conversion terms were consistent with those that were applied to other providers
of loan finance and to those parties receiving shares in lieu of outstanding
liabilities.


Update re Company Voluntary Arrangement ("CVA") and Financial Position


The Company announces that further to the announcements made on 8 July 2009 and
23 June 2009, the Board continues to pursue discussions with potential investors
to raise not less than GBP200,000 to satisfy the obligations under the CVA.


It is anticipated that the above funding will be provided as part of a placing
of new ordinary shares. It is envisaged that shareholders will be required to
approve, at a general meeting, the necessary authorities to issue new shares as
part of any fundraising.


The Company is also seeking to raise additional funding to provide the necessary
working capital to re-commence operations at the Alton Towers theme park before
the park closes for its annual twelve week maintenance period on 8 November
2009.


A further announcement will be made once the Company has finalised these funding
arrangements.


Publication of Results


As shareholders will be aware the Company has not yet published its audited
financial results for the year ended 30 November 2008 and unaudited interim
results for the six month period ended 31 May 2009. The Company is currently in
the process of preparing these results and expects to announce them on or before
8 November 2009.


In the event that the Company is unable to publish its results by 8 November
2009 trading in the Company's ordinary shares on AIM will be cancelled.


Resignation of Director


The Company announces that Ray Harding resigned as a non-executive director of
the Company on 5 November 2008. The Company is currently seeking to strengthen
its Board through the appointment of additional directors including an
additional independent non-executive director and a finance director. Further
announcements will be made once these appointments are made.


Change of Registered Address


The Company also announces that its registered address has changed to 38 Upper
Brook Street, London, W1K 7QN.
Posted at 03/4/2009 07:44 by treacle28
' If it materialises, it is to be hoped that it will be at or above the value of the investment approaches received by the Board in the Summer. At that time, Mr Iny rejected a proposed investment of 4 pence per share as too low and dilutive. With the share price now moving between 0.5 pence and 1.5 pence, it is to be hoped that the terms he secures will be better and that the Venue Board will make full disclosure of the identity of any new investor and the terms on which such investor makes its investment. It is also to be hoped that the Board of Venue will soon make a clear announcement of its future strategy, long term funding arrangements and management structure'.
Posted at 03/4/2009 06:54 by treacle28
dell314 - 3 Apr'09 - 07:51 - 636 of 636 (Filtered)

There was money on the table at 4p which was considered too low...early start for you...you off to the LSE site now having already been on iii?

2nd DECEMBER UPDATE

Venue has announced the insolvent winding up of VSL. The Board states that VSL was a non-operating company but it has produced most of the revenue ever generated by the Venue Group. With Alton Towers shut for the winter, Venue currently has no source of revenue. Shareholders will be aware that, now it has been ejected from its offices and sacked most of its staff, Venue's major ongoing cost is that of its Board. The announcement of new capital, though welcome, provides only partial information. We believe that the £210,000 subscription may have taken place some time ago and may already have been used to meet existing debts and obligations. The remainder of the investment is not yet firm. If it materialises, it is to be hoped that it will be at or above the value of the investment approaches received by the Board in the Summer. At that time, Mr Iny rejected a proposed investment of 4 pence per share as too low and dilutive. With the share price now moving between 0.5 pence and 1.5 pence, it is to be hoped that the terms he secures will be better and that the Venue Board will make full disclosure of the identity of any new investor and the terms on which such investor makes its investment. It is also to be hoped that the Board of Venue will soon make a clear announcement of its future strategy, long term funding arrangements and management structure.
Posted at 02/4/2009 19:48 by treacle28
Market makers wouldn't let anyone buy more than 100,000 shares this afternoon without paying premiums...why sell too much stock at these levels when money on the table at 4p was turned down. This time last year, the price spiked to 4.50p from 1.00p...maybe same again. 4p is a reasonable target and conservative one actually as management want any investor to pay higher than 4p. Also, the company in itself are very much looking forward to Alton Towers opening and ads for Alton Towers in the papers nearly every day now. The below may also happen:-

'We are currently in discussions concerning theme parks in
England, the Middle East, Australia and the USA and would expect to be able to
make further announcements in early 2009'.
Posted at 02/4/2009 18:43 by treacle28
No matter how much the bashers get wound up, only one fact here:-

Excellent find imo. The board rejected an investment at 4p last summer.

2nd DECEMBER UPDATE

Venue has announced the insolvent winding up of VSL. The Board states that VSL was a non-operating company but it has produced most of the revenue ever generated by the Venue Group. With Alton Towers shut for the winter, Venue currently has no source of revenue. Shareholders will be aware that, now it has been ejected from its offices and sacked most of its staff, Venue's major ongoing cost is that of its Board. The announcement of new capital, though welcome, provides only partial information. We believe that the £210,000 subscription may have taken place some time ago and may already have been used to meet existing debts and obligations. The remainder of the investment is not yet firm. If it materialises, it is to be hoped that it will be at or above the value of the investment approaches received by the Board in the Summer. At that time, Mr Iny rejected a proposed investment of 4 pence per share as too low and dilutive. With the share price now moving between 0.5 pence and 1.5 pence, it is to be hoped that the terms he secures will be better and that the Venue Board will make full disclosure of the identity of any new investor and the terms on which such investor makes its investment. It is also to be hoped that the Board of Venue will soon make a clear announcement of its future strategy, long term funding arrangements and management structure.
Posted at 02/4/2009 17:33 by treacle28
Excellent find imo. The board rejected an investment at 4p last summer as too LOW.

2nd DECEMBER UPDATE

Venue has announced the insolvent winding up of VSL. The Board states that VSL was a non-operating company but it has produced most of the revenue ever generated by the Venue Group. With Alton Towers shut for the winter, Venue currently has no source of revenue. Shareholders will be aware that, now it has been ejected from its offices and sacked most of its staff, Venue's major ongoing cost is that of its Board. The announcement of new capital, though welcome, provides only partial information. We believe that the £210,000 subscription may have taken place some time ago and may already have been used to meet existing debts and obligations. The remainder of the investment is not yet firm. If it materialises, it is to be hoped that it will be at or above the value of the investment approaches received by the Board in the Summer. At that time, Mr Iny rejected a proposed investment of 4 pence per share as too low and dilutive. With the share price now moving between 0.5 pence and 1.5 pence, it is to be hoped that the terms he secures will be better and that the Venue Board will make full disclosure of the identity of any new investor and the terms on which such investor makes its investment. It is also to be hoped that the Board of Venue will soon make a clear announcement of its future strategy, long term funding arrangements and management structure.
Posted at 14/11/2008 09:24 by monte1
Is this a lemon investor tip then?

It certainly has the chart of one.
Posted at 23/4/2008 12:13 by backmarker
I suspect VSH was waiting to get the consumer press launch for YourDay out of the way. Perhaps we'll now start to get better newsflow.

Unfortunately, simply saying there has been a 45% increase in sales per visitor means nothing: is that an increase from 1p to 1.45p or from £1 to £1.45p. VSH have a lot to do on the investor relations front !

I remain bullish on YourDay.
Posted at 06/12/2007 13:35 by teh_doctor
You can leave a message for him here, imo. I know I have.


Lemming Investor.com... a new departure in providing scarce and valuable information to the private investor to help you make informed decisions.
Posted at 04/10/2007 08:24 by bazzerp
Further 19% dilution. Newly issued shares start trading on 9th Oct.

Venue Solutions Holdings Plc

("Venue Solutions" or the "Company")

Placing of 11,859,711 new Ordinary Shares

Venue Solutions (AIM : VSH) today announces that the Company is raising
approximately GBP1.66m (before expenses) by way of a placing of 11,859,711 new
ordinary shares of 2p each in the Company ("Ordinary Shares") at a price of 14p
per share (the "Placing").

The Placing proceeds will be used to increase the Company's interest in
YourDay, Inc ("YourDay") and to help fund the working capital requirements of
the Company, further details of which are set out below.

Recent developments

During the half year to 31 May 2007, the Company made consistent progress in
developing its business in accordance with the strategic plans outlined at
flotation in December 2005 and in line with the 2007 market expectations.

The world-first installation of YourDay went `live' at Alton Towers theme park
in Staffordshire on 12 August 2007. During the initial weeks of operation the
Company has sold more DVDs than anticipated, with limited marketing and only 5
of the 8 rides currently available. The Company is convinced of the quality and
appeal of the YourDay product and is looking forward to YourDay's success in
the UK and internationally over the coming 12 months. It is anticipated that
the remaining 3 rides will go live by the end of October.

Reasons for the Placing

The Company intends to apply the net proceeds of the Placing in increasing the
Company's interest in YourDay from 51% to 61%.The balance of the proceeds of
the Placing will be applied towards the Company's working capital.

Details of the Placing

The Company has today entered into a placing agreement with Arden Partners plc
("Arden"), under which Arden has agreed to use its reasonable endeavours to
procure placees for 11,859,711 new Ordinary Shares ("Placing Shares") at a
price of 14p per share ("Placing Price"). The Placing Price represents a
discount of 8.2 per cent to the official closing market price of 15.25p of an
existing Ordinary Share on 3 October 2007, being the latest practicable date
prior to the release of this announcement. The Placing Shares will represent
19.1 per cent of the Company's enlarged issued share capital.

The Placing Shares are being offered to certain institutional and other
investors subject to the terms and conditions set out in the placing letters
which have been sent out by Arden to placees. The Placing is not being
underwritten.

Two of the Directors, Dominic Berger and Stephen Thomson (and/or persons
connected to them), are participating in the Placing in respect of 71,428
Placing Shares each. Accordingly upon completion of the Placing, Mr Berger will
be interested in an aggregate of 1,175,828 Ordinary Shares and Mr Thomson will
be interested in an aggregate of 71,428 Ordinary Shares representing 1.9% and
0.12% of the Company's enlarged issued share capital respectively.

Settlement and dealings

The structure of the Placing involves a split admission. The Placing will be in
two tranches. In the first (the "VCT Placing"), Placing Shares identified as
qualifying under the Venture Capital Trust Scheme and/or under the Enterprise
Investment Scheme will be offered to investors (such shares being the "VCT
Placing Shares"). In the second, (the "General Placing"), the remaining Placing
Shares will be offered to investors (such shares being the "General Placing
Shares").

It is expected that admission of the VCT Placing Shares to trading on AIM will
become effective and that dealings in such shares will commence on 9 October
2007 ("First Admission") and that admission of the General Placing Shares to
trading on AIM will become effective and that dealings in such shares will
commence on 10 October 2007 ("Second Admission").

The Placing Shares will, when issued, rank pari passu in all respects with the
existing Ordinary Shares in issue, including the right to receive any dividends
and other distributions declared following their admission to trading on AIM.

Commenting on the Placing, Dominic Berger, Chief Executive, said:

"We are encouraged by the support from our existing and new institutional
investors. The Placing will enable us to increase our involvement with YourDay,
as well as invest further in our Venue Solutions business. We are looking
forward to keeping the market informed of developments."

For further information, please contact:

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