Issue of Equity

 

TIDMVSH 
 
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. 
 
 
Enquiries: 
 
 
+----------------------------------------+----------------------------------------+ 
| Venue Solutions Holdings plc           |                                        | 
+----------------------------------------+----------------------------------------+ 
| Oliver Iny / Stephen Thomson           |                     Tel: [phone] | 
+----------------------------------------+----------------------------------------+ 
|                                        |                                        | 
+----------------------------------------+----------------------------------------+ 
| John East & Partners Limited, a subsidiary of Merchant Securities PLC           | 
+---------------------------------------------------------------------------------+ 
| David Worlidge / Simon Clements        |                     Tel: [phone] | 
+----------------------------------------+----------------------------------------+ 
|                                        |                                        | 
+----------------------------------------+----------------------------------------+ 
| Haggie Financial LLP                   |                                        | 
+----------------------------------------+----------------------------------------+ 
| Nicholas Nelson / Kathy Boate          |                     Tel: [phone] | 
+----------------------------------------+----------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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