TIDMPHC
RNS Number : 5994F
Plant Health Care PLC
29 July 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
29 July 2016
PLANT HEALTH CARE PLC
("Plant Health Care", the "Company" or the "Group")
Proposed Placing, Subscription and Open Offer
Plant Health Care plc (AIM: PHC), a leading provider of novel
patent-protected biological products to global agriculture markets
is pleased to announce a proposed capital raising to raise gross
proceeds of approximately GBP7.6 million, through the issue of new
ordinary shares by way of a placing and direct subscription to
raise approximately GBP5.6 million (the "Placing") and an open
offer to raise a further GBP2.0 million (the "Open Offer")
(together the "Capital Raising"). The new ordinary shares available
under the Open Offer have been conditionally placed subject to
clawback to satisfy valid applications by qualifying shareholders
under the Open Offer.
The issue price of the Capital Raising is 10 pence, which
represents a discount of approximately 40 per cent. to the closing
price of each existing ordinary share of the Company of 16.75 pence
on 28 July 2016 (being the latest practicable date prior to the
publication of this announcement).
Liberum Capital Limited is acting as sole bookrunner. The
Capital Raising is conditional upon, inter alia, the approval by
shareholders in a General Meeting of the Company and admission of
the new ordinary shares pursuant to the Capital Raising to trading
on AIM.
The Company will shortly be publishing a circular (the
"Circular") in connection with the Capital Raising, which will be
available on the Company's website at www.planthealthcare.com.
Capitalised terms shall have the same meaning as in the Circular
unless the context requires otherwise.
Background to and reasons for the Placing and Open Offer and use
of proceeds
Given the promising progress made over the last two years in
advancing the Group's PREtec peptides, the Board had approved an
increase in research and development expenditure to ensure that the
potential of the technology is realised and appropriate
intellectual property protected. The Group had a negative cash flow
in 2015 of approximately US$8 million largely due to continued
investment in research and development in its New Technology
business. The Group expects negative cash flow to continue until
the combination of income from the Commercial business and
out-licence income from the New Technology business exceeds
research and development and administrative expenditure. The Group
will continue to take steps to minimise its cash burn in 2016/17
through increased focus on cost control.
The Board has considered other fundraising options available to
the Company and believe that the Capital Raising is in the best
interests of the Company.
The Company expects to use the net proceeds of the Capital
Raising of approximately GBP7.4 million, together with existing
cash and investments as follows:
-- advance PREtec, including the development of Innatus 3G, the
Group's first platform of peptides developed using PREtec, and
other existing and future technologies derived from its New
Technology activities;
-- support the growth of its Commercial business; and
-- provide funds for other capital expenditures, working
capital, strategic growth opportunities and general corporate
purposes.
The Board believes the net proceeds of the Capital Raising,
together with existing cash, will provide sufficient working
capital for at least 12 months following the Capital Raising.
Current trading and outlook
The Group continues to trade in line with market expectations.
The Group's short term aim is to reduce and ultimately eliminate
any requirement for cash to fund the Commercial business so as to
ensure that the maximum available cash reserves are deployed in
supporting the New Technology activities.
As set out in the announcement made by the Company on 7 June
2016, progress continues to be very encouraging in the development
of the PREtec peptide technology platforms. Since that date, the
Group has signed an amendment to the evaluation agreements for
Innatus 3G with two of its partners, to widen the scope of the
evaluation. The Group's target remains to achieve a revenue
generating event on one of the platforms during 2017 and to
commence the first competitive licensing process for Innatus 3G at
the end of 2017.
The Company is evaluating the possibility of a US listing. A
decision whether to proceed with such listing will be dependent
upon the achievement of key operational and financial milestones
and subject to market conditions. Costs of approximately US$1.1
million associated with a potential US listing have been incurred
and will be accounted for in the first half of 2016.
Details of the Placing and Open Offer
Structure
The Board has given careful consideration as to the structure of
the Capital Raising and has concluded that the Placing and Open
Offer is the most suitable option available to the Company and its
Shareholders at this time.
55,960,810 New Ordinary Shares will be issued through the Firm
Placing and Subscription at 10 pence per New Ordinary Share to
raise gross proceeds of GBP5.6 million.
20,006,986 New Ordinary Shares will be issued through the
Conditional Placing, subject to clawback to satisfy valid
applications under the Open Offer, at 10 pence per Open Offer Share
to raise gross proceeds of GBP2.0 million.
The Issue Price represents a 40 per cent. discount to the
Closing Price of 16.75 pence per Ordinary Share on the Latest
Practical Date.
Firm Placing and Subscription
In accordance with the terms of the Placing and Open Offer
Agreement, Liberum Capital has, as agent for the Company, placed
the Firm Placing Shares. The Company has contracted directly with
the Subscribers for the Subscription of the Subscription
Shares.
The Firm Placing Shares and Subscription Shares, which together
raise gross proceeds of GBP5,596,081 million, are not subject to
clawback and are not part of the Open Offer.
Conditional Placing
In accordance with the terms of the Placing and Open Offer
Agreement, Liberum Capital has, as agent for the Company,
conditionally placed with Richard Griffiths the Conditional Placing
Shares. In consideration for agreeing to underwrite the Open Offer
through the mechanism of the Conditional Placing, Richard Griffiths
will receive a fee of 1 per cent. of the value of the Conditional
Placing being a fee of approximately GBP20,000.
The Conditional Placing Shares are subject to clawback to
satisfy valid applications under the Open Offer so as to ensure
that, in the event that the Open Offer is not taken up in full, the
balance of any New Ordinary Shares not taken up as Open Offer
Shares by Qualifying Shareholders will be taken up by the
Conditional Placee.
The combined gross proceeds of the Conditional Placing and the
Open Offer will be GBP2,000,698.60.
Principal terms of the Open Offer
The Board considers it important that Qualifying Shareholders
have the opportunity to participate in the Capital Raising, and the
Board has concluded that the Open Offer is the most suitable option
available to the Company and its Shareholders.
The Open Offer provides an opportunity for all Qualifying
Shareholders to participate in the Capital Raising (on and subject
to the terms and conditions of the Open Offer) by both subscribing
for their respective Basic Entitlements and by applying for Excess
Shares under the Excess Application Facility, subject to
availability.
The Company proposes to adopt the following Allocation
Policy:
(i) subject always to sub-paragraphs (ii), (iii) and (iv) below,
the Excess Shares will be allocated at the Board's absolute
discretion (following discussions with Liberum);
(ii) no Excess Shares will be allocated to a Qualifying
Shareholder that has undertaken to the Company or Liberum not to
take-up its entitlement under the Open Offer;
(iii) valid applications by Qualifying Shareholders for Excess
Shares will be allocated up to such number of Excess Shares
(rounded down to the nearest whole number of Excess Shares) as
would enable such Qualifying Shareholder to maintain his percentage
holding in Ordinary Shares immediately following the Placing and
Open Offer at his Current Percentage Holding; and
(iv) no Qualifying Shareholder shall be entitled to increase his
percentage holding in Ordinary Shares to a holding that would,
immediately following the Placing and Open Offer, be greater than
his Current Percentage Holding.
The aggregate number of Open Offer Shares available for
subscription pursuant to the Open Offer will not exceed 20,006,986
New Ordinary Shares.
Since the Firm Placees and Subscribers are participating in the
Firm Placing and the Subscription respectively they have each
undertaken not to participate in the Open Offer. This will make New
Ordinary Shares (the aggregate Basic Entitlements of the Firm
Placees and the Subscribers) available to Qualifying Shareholders
through the Open Offer in excess of their aggregate Basic
Entitlements.
(a) Basic Entitlement
Qualifying Shareholders have a Basic Entitlement of:
0.27843521 Open Offer Shares for every Existing Ordinary
Share
registered in the name of the relevant Qualifying Shareholder on
the Record Date rounded down to the nearest whole number of Open
Offer Shares. Fractions of Open Offer Shares will be disregarded in
calculating Basic Entitlements and will be aggregated and made
available to Qualifying Shareholders under the Excess Application
Facility.
(b) Excess Application Facility
Subject to the Allocation Policy set out below and assuming that
an individual Qualifying Shareholder has accepted his Basic
Entitlement in full, the Excess Application Facility enables that
Qualifying Shareholder to apply for any whole number of Excess
Shares in addition to his Basic Entitlement.
The Company proposes to adopt the following Allocation
Policy:
(i) subject always to sub-paragraphs (ii), (iii) and (iv) below,
the Excess Shares will be allocated at the Board's absolute
discretion (following discussions with Liberum);
(ii) no Excess Shares will be allocated to a Qualifying
Shareholder that has undertaken to the Company or Liberum not to
take-up its entitlement under the Open Offer;
(iii) valid applications by Qualifying Shareholders for Excess
Shares will be allocated up to such number of Excess Shares
(rounded down to the nearest whole number of Excess Shares) as
would enable such Qualifying Shareholder to maintain his percentage
holding in Ordinary Shares immediately following the Placing and
Open Offer at his Current Percentage Holding; and
(iv) no Qualifying Shareholder shall be entitled to increase his
percentage holding in Ordinary Shares to a holding that would,
immediately following the Placing and Open Offer, be greater than
his Current Percentage Holding.
Save to the extent stated above, no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
(c) New Ordinary Shares not taken up under the Open Offer
In the event that valid acceptances are not received in respect
of all of the Open Offer Shares under the Open Offer, unallocated
Open Offer Shares will be allotted to the Conditional Placee.
Application procedure under the Open Offer
Qualifying Shareholders may apply for any whole number of Open
Offer Shares.
In the case of Qualifying Non-CREST Shareholders, the number of
Open Offer Shares in respect of his Basic Entitlement is shown in
Box 4 on their Application Form or, in the case of Qualifying CREST
Shareholders, is equal to the number of Basic Entitlements standing
to the credit of their stock account in CREST.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating their
Basic Entitlements.
Qualifying CREST Shareholders will receive a credit to their
appropriate stock accounts in CREST in respect of their Basic
Entitlements and also in respect of their Excess CREST Entitlement
as soon as practicable after 8.00 a.m. on 1 August 2016.
Application will be made for the Basic Entitlements and Excess
CREST Entitlements to be admitted to CREST. The Basic Entitlements
and Excess CREST Entitlements will also be enabled for settlement
in CREST as soon as practicable after 8.00 a.m. on 1 August 2016.
Applications through the CREST system may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim.
Qualifying CREST Shareholders should note that, although the
Basic Entitlements and Excess CREST Entitlements will be admitted
to CREST and be enabled for settlement, applications in respect of
entitlements under the Open Offer may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim raised by Euroclear's Claims
Processing Unit. Qualifying Non-CREST Shareholders should note that
their Application Forms are not negotiable documents and cannot be
traded.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part II of the Circular
and, where relevant, on the Application Form.
Takeover Code
The terms of the Placing and Open Offer give rise to certain
considerations under the Takeover Code. Brief details of the Panel,
the Takeover Code and the protection they afford are given
below.
a) Rule 9
The Takeover Code is issued and administered by the Panel. The
Company is a company to which the Takeover Code applies and, as
such, its Shareholders are entitled to the protections afforded by
the Takeover Code. The Takeover Code and the Panel operate
principally to ensure that the shareholders of a company are
treated fairly and are not denied an opportunity to decide on the
merits of a takeover. The Takeover Code also provides an orderly
framework in which takeovers are conducted.
Under Rule 9, where any person acquires, whether by a series of
transactions over a period of time or not, an interest (as defined
in the Takeover Code) in shares which (taken together with shares
in which he is already interested and in which persons acting in
concert with him are interested) carry 30 per cent. or more of the
voting rights of a company which is subject to the Takeover Code,
that person, and any person acting in concert with him, is normally
required by the Panel to make a general offer in cash to all of the
remaining shareholders to acquire the remaining shares in that
company not held by him and/or his concert party.
Rule 9 further provides that, where any person, together with
any persons acting in concert with him, is interested in shares
which, in aggregate, carry not less than 30 per cent. but not more
than 50 per cent. of a company's voting rights, a general offer
will normally be required if any further interest in shares is
acquired by any such person, or any person acting in concert with
him.
An offer under Rule 9 must be in cash and at the highest price
paid by the person required to make the offer, or any persons
acting in concert with him, for any interest in shares in the
company during the 12 months preceding the date of the announcement
of such offer.
Rule 9 of the Takeover Code further provides, amongst other
things, that where any person who, together with persons acting in
concert with him, holds over 50 per cent. of the voting rights of a
company and acquires an interest in shares which carry additional
voting rights, then they will not normally be required to make a
general offer to the other shareholders to acquire their shares.
However, the Panel may deem an obligation to make an offer to have
arisen on the acquisition by a single member of a concert party of
an interest in shares sufficient to increase his individual holding
to 30 per cent. or more of a company's voting rights or, if he
already holds more than 30 per cent. but less than 50 per cent. an
acquisition which increases his shareholdings in that company.
Under the Takeover Code, a concert party arises where persons
acting together pursuant to an agreement or understanding (whether
formal or informal), co-operate to obtain or consolidate control,
or to frustrate the successful outcome of an offer for a company,
subject to the Takeover Code. Control means an interest, or
interests, in shares carrying, in aggregate, 30 per cent. or more
of the voting rights of a company, irrespective of whether such
interest or interests give de facto control. The members of the
Concert Party are deemed to be acting in concert for the purposes
of the Takeover Code.
b) Waiver
Under Note 1 of the Notes on the Dispensations from Rule 9, the
Panel may waive the requirement for a general offer to be made in
accordance with Rule 9 if, amongst other things, the shareholders
of a company who are independent of the person who would otherwise
be required to make an offer, and any person acting in concert with
him, pass an ordinary resolution on a poll at a general meeting or
by way of a written resolution approving such a waiver.
Potential voting rights of the Concert Party
Richard Griffiths has confirmed to the Company that he and
certain other Shareholders are acting in concert (as defined in the
Takeover Code). As at the Latest Practical Date, the Concert Party
is interested in 20,636,498 Existing Ordinary Shares representing
28.72 per cent. of the Existing Issued Share Capital.
On completion of the Placing and Open Offer, assuming that the
Open Offer is taken up in full by Qualifying Shareholders, the
Concert Party's aggregate interest will increase to 42,333,561
Ordinary Shares as a result of the Concert Party's participation in
the Placing as Firm Placees and Fermain's proposed participation in
the Open Offer, representing approximately 28.64 per cent. of the
Enlarged Share Capital. However, in the event that Qualifying
Shareholders do not take up any of their Open Offer Entitlements
pursuant to the Open Offer, the Concert Party's interest will
increase to a maximum of 62,190,547 Ordinary Shares, as a result of
the participation of Richard Griffiths in the Conditional Placing
representing approximately 42.07 per cent. of the Enlarged Share
Capital.
The relevant interests of the members of the Concert Party in
the Company as at the Latest Practical Date, and their respective
maximum potential controlling positions following completion of the
Placing and Open Offer, are illustrated below:
Following
Admission
(assuming Following
that the Open Admission
Offer is taken (assuming
up in full that the Qualifying
by Qualifying Shareholders
Shareholders (other than
other than Fermain) do
members of not take up
Member As at the the Concert any of their
of Concert Latest Practical Party (except Open Offer
Party Date Fermain)) Entitlements)
--------------------- -------------------------- -------------------------- --------------------------
Percentage Percentage Percentage
Number of issued Number of issued Number of issued
of Ordinary share of Ordinary share of Ordinary share
Shares capital Shares capital Shares capital
------------- ----------- ------------- ----------- ------------- -----------
Richard
Griffiths
(1) 15,047,415 20.94% 30,956,086 20.94% 50,813,072 34.37%
Sarossa
plc 3,837,304 5.34% 7,894,240 5.34% 7,894,240 5.34%
Quoram
plc 844,400 1.18% 1,737,130 1.18% 1,737,130 1.18%
Michael
Bretherton 462,268 0.64% 950,994 0.64% 950,994 0.64%
James Ede-Golightly 245,111 0.34% 445,111 0.30% 445,111 0.30%
Fermain
Capital
Ltd 200,000 0.28% 350,000 0.24% 350,000 0.24%
Total 20,636,498 28.72% 42,333,561 28.64% 62,190,547 42.07%
(1) Comprising the shares held directly by Richard Griffiths
(868,806 Existing Ordinary Shares); the interests of Blake Holdings
Limited (9,453,758 Existing Ordinary Shares) and Seren Investment
Management Limited (3,724,619 Existing Ordinary Shares) which are
both majority owned by Richard Griffiths; Oak Trust (Guernsey)
Limited (238,949 Existing Ordinary Shares) which is wholly owned by
Richard Griffiths; the shares held on trust for his children
(600,000 Existing Ordinary Shares) and the shares held by his wife,
Mrs Sally Griffiths (161,283 Existing Ordinary Shares).
Whitewash and Waiver
The terms of the Placing and Open Offer give rise to certain
considerations under the Takeover Code as a result of the proposed
participation of the Concert Party in the Firm Placing, the
Conditional Placing and the Open Offer (for Fermain only in respect
of the Open Offer). The participation of the Concert Party will
result in the Concert Party's shareholding in the Company
increasing to between 28.64 and 42.07 per cent. of the Enlarged
Share Capital, depending on the extent to which Open Offer Shares
are taken up by Qualifying Shareholders pursuant to the Open
Offer.
If, following the Capital Raising, the Concert Party will have
acquired in aggregate interests in Ordinary Shares carrying 30 per
cent. or more of the Enlarged Share Capital then, without a waiver
by the Panel of the obligations under Rule 9, the Concert Party
would be obliged to make a general offer to Shareholders under Rule
9.
Accordingly, the Board has sought the approval of the Panel to
waive any obligation of the Concert Party (or any of its members)
to make a mandatory general offer to Shareholders under Rule 9 if
the shareholding of the Concert Party following completion of the
Capital Raising is 30 per cent. or more.
Following confirmation in writing from Independent Shareholders
(representing more than 50% of the Existing Issued Share Capital
held by Independent Shareholders) (Supporting Independent
Shareholders) that they would vote in favour of a Whitewash
Resolution were such a resolution to be considered at a General
Meeting, the Panel has agreed to waive the obligation of the
Concert Party, collectively and/or individually, to make a
mandatory offer for the Ordinary Shares not already owned by it or
persons connected with it as would otherwise arise as a result of
the Concert Party's participation in the Firm Placing, the
Conditional Placing and the Open Offer.
The Concert Party will not be restricted from making a
subsequent offer in the future for the Company, however, any
further increase in the Ordinary Shares held by the Concert Party
will be subject to the provisions of Rule 9.
For the avoidance of doubt, the Waiver applies only in respect
of increases in shareholdings of the Concert Party resulting from
the Placing and Open Offer and not in respect of other increases in
its holdings.
Confirmations and Acknowledgments from Supporting Independent
Shareholders
Each of the Supporting Independent Shareholders has written to
the Panel to confirm that:
(a) it has absolute discretion over the manner in which its
holding of Ordinary Shares are voted and that such Ordinary Shares
are held free of all liens, pledges, charges and encumbrances;
(b) save for the fact that it is a shareholder in the Company,
there is no connection between it and the Concert Party;
(c) other than as a shareholder in the Company, it does not have
any interest or potential interest, whether commercial, financial
or personal, in the outcome of the Placing and Open Offer;
(d) it is an Independent Shareholder of the Company; and
(e) in connection with the Placing and Open Offer:
(i) it consents to the Panel granting a waiver from the
obligation for the Concert Party to make a Rule 9 offer to the
shareholders of the Company;
(ii) subject to Independent Shareholders holding more than 50
per cent. of the Ordinary Shares capable of being voted on a
Whitewash Resolution to approve the waiver from the obligation for
the Concert Party to make a Rule 9 offer giving confirmations in
writing, it consents to the Panel dispensing with the requirement
that the waiver from such obligation be conditional on a Whitewash
Resolution being approved by Independent Shareholders at a general
meeting of the Company; and
(iii) it would vote in favour of a Whitewash Resolution to waive
the obligation for the Concert Party to make a Rule 9 offer were
such a resolution put to the Independent Shareholders of the
Company at a general meeting.
In giving the confirmations referred to above, each of the
Supporting Independent Shareholders acknowledged that:
(a) if the Panel receives such confirmation from Independent
Shareholders holding more than 50 per cent. of the shares capable
of being voted on a Whitewash Resolution, the Panel will approve
the waiver from the obligation for the Concert Party to make a Rule
9 offer, without the requirement for the waiver to be approved by
Independent Shareholders of the Company at a general meeting;
(b) if no general meeting is held to approve the Whitewash
Resolution to waive the obligation for the Concert Party to make
the Rule 9 offer:
(i) there will not be an opportunity for any other person to
make any alternative proposal to the Company conditional on such
Whitewash Resolution not being approved by Independent Shareholders
of the Company;
(ii) there would not be an opportunity for other Shareholders to
make known their views on the Placing and Open Offer; and
(iii) there would be no requirement for the Company either: (i)
to obtain and make known to its shareholders competent independent
advice under Rule 3 of the Code on either the Placing and Open
Offer and the waiver of the obligation for the Concert Party to
make a Rule 9 offer; or (ii) to publish a circular to shareholders
of the Company in compliance with Appendix 1 of the Code in
connection with this matter.
The Supporting Independent Shareholders also confirmed that it
will not sell, transfer, pledge, charge or grant any option or
other right over, or create any encumbrance over, or otherwise
dispose of any of its Ordinary Shares until at least the conclusion
of the General Meeting to approve the issuance of the shares
pursuant to the Placing and Open Offer.
Conditionality
The Placing and Open Offer is conditional, inter alia, upon the
following:
i. the passing, without amendment, of resolutions numbered 1 and
3 of the Resolutions at the General Meeting;
ii. Admission occurring by no later than 8.00 a.m. on 19 August
2016 (or such later times and/or dates as may be agreed between the
Company and Liberum Capital, being no later than 8.00 a.m. on 2
September 2016); and
iii.the Placing and Open Offer Agreement becoming unconditional
in all respects (save for the condition relating to Admission) and
not having been terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Placing and Open Offer will lapse;
and
(a) the Firm Placing Shares will not be issued and all monies
received from Firm Placees in respect of the Firm Placing Shares
will be returned to them (at the investors' risk and without
interest) as soon as possible thereafter;
(b) the Conditional Placing Shares will not be issued and all
monies received from Conditional Placees in respect of the
Conditional Placing Shares will be returned to them (at the
investors' risk and without interest) as soon as possible
thereafter; and
(c) any Basic Entitlements and Excess CREST Entitlements
admitted to CREST will, after that time and date, be disabled and
application monies under the Open Offer will be refunded to the
applicants, by cheque (at the applicant's risk) in the case of
Qualifying Non-CREST Shareholders and by way of a CREST payment in
the case of Qualifying CREST Shareholders, without interest, as
soon as practicable thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Admission of
the New Ordinary Shares is expected to take place, and dealings on
AIM are expected to commence, at 8.00 a.m. on 19 August 2016 (or
such later times and/or dates as may be agreed between the Company
and Liberum Capital). No temporary document of title will be
issued.
The New Ordinary Shares will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the date of this announcement and will carry the right to receive
all dividends and distributions declared, made or paid on or in
respect of the Ordinary Shares after Admission.
Important notice
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying Shareholders should be aware that in the
Open Offer, unlike with a rights issue, any Open Offer Shares not
applied for by Qualifying Shareholders under their Basic
Entitlements will not be sold in the market on behalf of, or placed
for the benefit of Qualifying Shareholders who do not apply under
the Open Offer, but may be allotted to Qualifying Shareholders to
meet any valid applications under the Excess Application Facility,
with the balance being placed with the Conditional Placee and that
the net proceeds will be retained for the benefit of the
Company.
The Placing and the Open Offer are separate and distinct
transactions involving the issue of New Ordinary Shares.
Qualifying Shareholders are being invited to participate in the
Open Offer and (subject to certain exceptions) will have received
an Application Form with the Circular. However Qualifying
Shareholders are not entitled to participate in the Firm Placing or
the Conditional Placing unless expressly invited by the Company and
Liberum Capital to do so.
In issuing the Circular and structuring the Placing and Open
Offer in this manner, the Company is relying on the exemption from
issuing a prospectus in section 85(5) and paragraph 9 of Schedule
11A of FSMA and on paragraphs 43 and 60 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended).
Any Qualifying Shareholder who has sold or transferred all or
part of his registered holding(s) of Existing Ordinary Shares prior
to the date on which the shares are marked 'ex-entitlement' is
advised to consult his stockbroker, bank or other agent through or
to whom the sale or transfer was effected as soon as possible since
the invitation to apply for Open Offer Shares under the Open Offer
may be a benefit which may be claimed from him by the purchasers
under the rules of the London Stock Exchange.
Effect of the Placing and Open Offer
Upon completion of the Placing and Open Offer, the New Ordinary
Shares will represent approximately 51.4 per cent. of the Enlarged
Share Capital.
The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement,
Liberum Capital, as agent for the Company, has agreed to use its
reasonable endeavours to procure subscribers for the Firm Placing
Shares and the Conditional Placing Shares at the Issue Price. The
Placing and Open Offer Agreement is conditional upon, among other
things, the conditions set out above (please see the section headed
Conditionality in paragraph 5.10 of Part I of the Circular) and
none of the warranties or undertakings given to Liberum Capital
prior to Admission of the New Ordinary Shares being or becoming
untrue, inaccurate or misleading.
The Placing and Open Offer Agreement contain customary
warranties given by the Company in favour of Liberum Capital in
relation to, inter alia, the accuracy of the information in the
Circular and other matters relating to the Group and its business.
In addition, the Company has agreed to indemnify Liberum Capital
(and its affiliates) in relation to certain liabilities which they
may incur in respect of the Placing and Open Offer.
Liberum Capital has the right to terminate the Placing and Open
Offer Agreement in certain circumstances prior to Admission and in
particular in the event of a material breach of the warranties, a
material adverse change or if the Placing and Open Offer Agreement
does not become unconditional.
General Meeting
The General Meeting of the Company, notice of which is set out
at the end of the Circular, is to be held at 10.00 a.m. on 16
August 2016 at the offices of Michelmores LLP, 12(th) Floor, 6 New
Street Square, London EC4A 3BF. The General Meeting is being held
for the purpose of considering and, if thought fit, passing the
Resolutions, inter alia, to provide the authority necessary to
proceed with the Placing and Open Offer.
A summary and explanation of the Resolutions is set out below.
Please note that this is not the full text of the Resolutions and
you should read this section in conjunction with the Resolutions
contained in the Notice of General Meeting at the end of the
Circular.
Resolution 1: Authority to allot shares
This ordinary resolution will grant the Board authority to allot
the New Ordinary Shares for the purposes of the Placing and Open
Offer. The authority given by this resolution will expire 90 days
after it has been passed. This authority will be in addition to
that given to the Board pursuant to Resolution 2.
Resolution 2: Authority to allot shares
In substitution for the current authorisation, this ordinary
resolution grants authority to the Board to allot Ordinary Shares
(or to grant rights to subscribe for or convert any securities into
Ordinary Shares) for:
(a) up to a maximum nominal amount of GBP492,742.93 which
represents approximately one-third of the Enlarged Share Capital;
and
(b) in the case of a rights issue up to a maximum aggregate
nominal value of GBP985,485.87 which represents approximately
two-thirds of the Enlarged Share Capital.
The authority given by this resolution will expire at the
conclusion of the next annual general meeting of the Company. This
authority will be in addition to that given to the Board pursuant
to Resolution 1.
Resolution 3: Disapplication of pre-emption rights
This special resolution, conditional on the passing of
Resolution 1, disapplies the statutory pre-emption rights in
respect of the allotment of the New Ordinary Shares to be allotted
pursuant to Resolution 1 in connection with the Placing and Open
Offer. The authority given by this resolution will expire 90 days
after it has been passed. This authority will be in addition to
that given to the Board pursuant to Resolution 4.
Resolution 4: Disapplication of pre-emption rights
In substitution for the current authorisation, this special
resolution, conditional on the passing of Resolution 2, grants
authority to the Board to allot equity securities pursuant to
Resolution 2 otherwise than in accordance with statutory
pre-emption rights up to an aggregate nominal value of
GBP147,822.88 which represents approximately 10 per cent. of the
Enlarged Share Capital. The authority given by this resolution will
expire at the conclusion of the next annual general meeting of the
Company. This authority will be in addition to that given to the
Board pursuant to Resolution 3.
Action to be taken in relation to the General Meeting
You will find enclosed a Form of Proxy for use at the General
Meeting. Whether or not you intend to be present at the General
Meeting, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it as
soon as possible and in any case so as to be received by the
Company's registrars at Neville Registrars Limited, Neville House,
18 Laurel Lane Halesowen, West Midlands B63 3DA no later than 10.00
a.m. on 12 August 2016. If you hold shares in CREST you may appoint
a proxy by completing and transmitting a CREST Proxy Instruction to
Neville Registrars (CREST Participant ID 7RA11) so that it is
received by no later than 10.00 a.m. on 12 August 2016. The return
of the Form of Proxy or transmission of a CREST Proxy Instruction
will not prevent you from attending the meeting and voting in
person if you wish.
Action to be taken in respect of the Open Offer
Qualifying Non-CREST Shareholders (i.e. holders of Existing
Ordinary Shares who hold their Existing Ordinary Shares in
certificated form)
If you are a Qualifying Non-CREST Shareholder you will receive
an Application Form which gives details of your Basic Entitlement
under the Open Offer (as shown in Box 4 of the Application Form).
If you wish to apply for Open Offer Shares under the Open Offer,
you should complete the Application Form in accordance with the
procedure for application set out in paragraph 4.1 of Part II of
the Circular and on the Application Form itself.
Qualifying Non-CREST Shareholders who wish to subscribe for more
than their Basic Entitlements should complete Boxes 6, 7, 8 and 9
on the Application Form. Completed Application Forms, accompanied
by full payment in accordance with the instructions in paragraph
4.1 of Part II of the Circular, should be posted using the
accompanying reply-paid envelope (if posted from the UK only) or
returned by post or by hand (during normal business hours only) to
Neville Registrars, Neville House, 18 Laurel Lane Halesowen, West
Midlands B63 3DA, in either case, as soon as possible and in any
event so as to be received by no later than 11.00 a.m. on 15 August
2016. If you do not wish to apply for any Open Offer Shares under
the Open Offer, you should not complete or return the Application
Form.
Qualifying CREST Shareholders (i.e. holders of Existing Ordinary
Shares who hold their Existing Ordinary Shares in uncertificated
form)
If you are a Qualifying CREST Shareholder you will not be sent
an Application Form. You will receive a credit to your appropriate
stock account in CREST in respect of your Basic Entitlement under
the Open Offer and also an Excess CREST Entitlement for use in
connection with the Excess Application Facility. You should refer
to the procedure for application set out in paragraph 4.2 of Part
II of the Circular. The relevant CREST instructions must have
settled in accordance with the instructions in paragraph 4.2 of
Part II of the Circular by no later than 11.00 a.m. on 15 August
2016.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
If you are in any doubt as to the action you should take, you
should immediately seek your own personal financial advice from an
appropriately qualified independent professional adviser.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Ordinary Shares for the benefit of such persons (including,
without limitation, subject to certain exceptions, custodians,
nominees, trustees and agents), or who have a contractual or other
legal obligation to forward the Circular, the Form of Proxy or (if
applicable) an Application Form to such persons, is drawn to the
information which appears in paragraph 6 of Part II (Terms and
Conditions of the Open Offer) of the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including, without limitation, the
United States or any other Restricted Jurisdiction) should consult
their professional advisers as to whether they require any
governmental or other consents or need to observe any other
formalities to enable them to take up their entitlements to the
Open Offer.
Taxation
Your attention is drawn to the taxation section contained in
Part IV of the Circular.
This information is intended only as a general guide to the
current UK tax position. Shareholders who are in any doubt as to
their tax position, or who are subject to tax in a jurisdiction
other than the UK should consult an appropriate professional
adviser immediately.
Intentions of the Directors in relation to the Placing and Open
Offer
The interests (all of which are beneficial unless stated
otherwise) of the Directors and their immediate families and of
persons connected with them (within the meaning of Section 252 of
the Act) in the Existing Issued Share Capital and the existence of
which is known to any Director as at the Latest Practical Date and
as they are expected to be upon Admission are set out below.
Other than in respect of Fermain (which intends to apply for up
to 150,000 New Ordinary Shares in the Open Offer) the Directors
have irrevocably undertaken not to take up their Basic Entitlements
under the Open Offer or to apply for Excess Shares under the Excess
Application Facility.
Director Current Shareholding New Ordinary Enlarged
Shares Share Capital
by Subscription
or in
the Open
Offer
----------------------- ----------------- ------------------
James Ede-Golightly
(1) 445,111 0.62% 350,000 795,111 0.54%
Paul Schmidt 82,880 0.12% 751,870 834,750 0.56%
Christopher Richards 76,324 0.11% 700,000 776,324 0.53%
Richard Webb 10,000 0.01% 751,870 761,870 0.52%
William Lewis - 0.00% 187,960 187,960 0.13%
Michael Higgins - 0.00% 60,000 60,000 0.04%
Total 614,315 0.85% 2,801,700 3,416,015 2.31%
(1) Includes 200,000 Ordinary Shares at the Latest Practical
Date held by Fermain which is 23% owned by James Ede-Golightly.
Fermain intends to apply for up to 150,000 New Ordinary Shares in
the Open Offer and on Admission Fermain will hold 350,000 Ordinary
Shares
Related party transactions
Richard Griffiths and entities or persons controlled by Richard
Griffiths or associated with him (being Blake Holdings Limited,
Seren Investment Management Limited, Richard Griffiths family
trust, Oak Trust (Guernsey) Limited and Mrs Sally Griffiths) by
virtue of their aggregate holding of more than 10 per cent. of the
Existing Issued Share Capital, are considered related parties of
the Company and their participation in the Firm Placing and
Conditional Placing are considered 'related party transactions'
under the AIM Rules for Companies. The Directors consider, having
consulted with the Company's Nominated Adviser, Liberum Capital,
that the terms of the Firm Placing and Conditional Placing to
Richard Griffiths and entities or persons controlled by Richard
Griffiths or associated with him are fair and reasonable in so far
as its Shareholders are concerned.
Henderson Global Investors Volantis, by virtue of its holding of
funds' interests in more than 10 per cent. of the Existing Issued
Share Capital, is considered a related party of the Company and its
participation in the Firm Placing is considered a 'related party
transaction' under the AIM Rules for Companies. The Directors
consider, having consulted with the Company's Nominated Adviser,
Liberum Capital, that the terms of the Firm Placing to funds
managed by Henderson Global Investors Volantis are fair and
reasonable in so far as its Shareholders are concerned.
Boulder River Capital Corporation and its associates, by virtue
of their holding of more than 10 per cent. in aggregate of the
Existing Issued Share Capital, are together considered a related
party of the Company and Boulder River Capital Corporation's
participation in the Subscription is considered a 'related party
transaction' under the AIM Rules for Companies. The Directors
consider, having consulted with the Company's Nominated Adviser,
Liberum Capital, that the terms of the Subscription by Boulder
River Capital Corporation are fair and reasonable in so far as its
Shareholders are concerned.
Recommendation and voting intentions
The Directors consider that the Placing and Open Offer are in
the best interests of the Company and Shareholders as a whole.
The Independent Directors (holding in aggregate 169,204 Ordinary
Shares, representing approximately 0.24 per cent. of the Existing
Ordinary Shares) recommend that Shareholders vote in favour of
Resolutions 1 and 3 at the General Meeting.
The Directors (holding in aggregate 614,315 Ordinary Shares,
representing approximately 0.85 per cent. of the Existing Ordinary
Shares) recommend that Shareholders vote in favour of Resolutions 2
and 4 at the General Meeting.
The Company is in receipt of undertakings from Directors and
certain major Shareholders representing not less than 73.66 per
cent. of the Existing Issued Share Capital to vote in favour of all
the Resolutions.
Expected Timetable of Principal Events
Record Date for entitlement to participate 5.00 p.m. on
in the Open Offer 26 July 2016
------------------------------------------- ----------------
Announcement of the Firm Placing, 29 July 2016
the Conditional Placing and the
Open Offer and despatch of the Circular,
the Form of Proxy and, to certain
Qualifying Non-CREST Shareholders,
the Application Form
------------------------------------------- ----------------
Expected Ex-Entitlement Date for 8.00 a.m. on
the Open Offer 29 July 2016
------------------------------------------- ----------------
Basic Entitlements and Excess CREST 01 August 2016
Open Offer Entitlements credited
to CREST stock accounts of Qualifying
CREST Shareholders
------------------------------------------- ----------------
Recommended latest time and date 4.30 p.m. on
for requesting withdrawal of Basic 09 August 2016
Entitlements and Excess CREST Open
Offer Entitlements from CREST
------------------------------------------- ----------------
Latest time for depositing Basic 3.00 p.m. on
Entitlements and Excess CREST Open 10 August 2016
Offer Entitlements into CREST
------------------------------------------- ----------------
Latest time and date for splitting 3.00 p.m. on
Application Forms (to satisfy bona 11 August 2016
fide market claims only)
------------------------------------------- ----------------
Latest time and date for receipt 10.00 a.m.
of Forms of Proxy for the General on 12 August
Meeting 2016
------------------------------------------- ----------------
Latest time and date for receipt 11.00 a.m.
of completed Application Forms and on 15 August
payment in full under the Open Offer 2016
or settlement of relevant CREST
instruction (as appropriate)
------------------------------------------- ----------------
General Meeting 10.00 a.m.
on 16 August
2016
------------------------------------------- ----------------
Result of Open Offer announced through 16 August 2016
RNS
------------------------------------------- ----------------
Admission of the New Ordinary Shares 8.00 a.m. on
to trading on AIM 19 August 2016
------------------------------------------- ----------------
New Ordinary Shares in uncertificated as soon as
form expected to be credited to practicable
accounts in CREST (uncertificated after 8.00
holders only) a.m. on 19
August 2016
------------------------------------------- ----------------
Expected date of despatch of definitive by 28 August
share certificates for the New Ordinary 2016
Shares in certificated form (certificated
holders only)
------------------------------------------- ----------------
The times and dates set out in the table above and mentioned
throughout this announcement are indicative only and may be
adjusted by the Company (in consultation with Liberum).
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information please contact:
Plant Health Care plc
Paul Schmidt, CEO
Tel: +1 (919) 926-1600 x100
pschmidt@planthealthcare.com
Liberum Capital - Nomad and Broker
Clayton Bush / Chris Clarke
Tel: +44 (0) 20 3100 2000
LHA
Ed McGregor/ Jody Burfening
Tel: +1 (212) 838 3777
Company website: www.planthealthcare.com
Liberum Capital Limited, which is regulated by the Financial
Services Authority, is acting as nominated adviser and broker to
the Company in connection with the matters described in this
announcement. Persons receiving this announcement should note that
Liberum Capital Limited will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Liberum Capital Limited or for advising any other person on the
arrangements described in this announcement. Liberum Capital
Limited has not authorised the contents of, or any part of, this
announcement and no liability whatsoever is accepted Liberum
Capital Limited for the accuracy of any information or opinions
contained in this announcement or for the omission of any
information.
The New Ordinary Shares will not be registered under the United
States Securities Act of 1933 (as amended) or under the securities
laws of any state of the United States or qualify for distribution
under any of the relevant securities laws of Canada, Australia or
Japan, nor has any prospectus in relation to the New Ordinary
Shares been lodged with or registered by the Australian Securities
and Investments Commission. Accordingly, subject to certain
exceptions, the New Ordinary Shares may not be, directly or
indirectly, offered, sold, taken up, delivered or transferred in or
into the United States, Canada, Australia or Japan. This
announcement is directed and issued only to the shareholders of
Plant Health Care plc and their representatives and shall not be
distributed to or used by any other person.
Overseas shareholders and any person (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward this announcement to a jurisdiction
outside the United Kingdom should seek appropriate advice before
taking any action.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKFDKDBKBNOB
(END) Dow Jones Newswires
July 29, 2016 02:01 ET (06:01 GMT)