Helium29 Jul 2015 22:22
(ii) Placing
The Placing of £1.75 million is being participated in by Helium (£710,000), myself (£10,000), and Proposed
Directors Grahame Rummery (£10,000) and Mark Collingbourne (£25,000).
Helium currently owns 100,000,000 Existing Ordinary Shares in the Company, and as such is a substantial shareholder, and therefore a related party under the AIM Rules. Helium has agreed to subscribe £710,000 in the Placing, which is being conducted at 1.68p per New Ordinary Share, the same price as the Open Offer and the price at which the Consideration Shares are deemed to be issued. This price represents an effective discount of 57 per cent. to the (suspended) share price (of 0.0155p per Existing Ordinary Share) (equivalent to 3.875p per New Ordinary Share post Share Consolidation), the closing mid-market price on the day before this document was issued.
The participation of Helium in the Placing is a related party transaction. As I am not treated as being independent of Helium, the Independent Directors (in this case Stephen Foster and Adam Reynolds) consider, having consulted with SPARK Advisory Partners, the Company's nominated adviser, that the terms of this subscription by Helium in the Placing are fair and reasonable insofar as the Shareholders are concerned.
Helium has indicated its intention not to take up its entitlement as an existing Shareholder in the Open Offer. As part of the Placing, I have agreed to subscribe for New Ordinary Shares as set out below: