Angle Regulatory News (AGL)

6 Mar 2006 07:02

Angle PLC06 March 2006 For Immediate Release 6 March 2006 ANGLE plc ('ANGLE' or 'the Company') Placing of up to 10,205,288 new Ordinary Shares at 79 pence per share to raise up to £8.1 million ANGLE plc, the venture management and consulting company specialising in thecommercialisation of technology is pleased to announce a conditional Placing ofup to 10,205,288 new Ordinary Shares at 79 pence per share to raise up to £8.1million before expenses. Key Points • The issue of the Placing Shares, assuming maximum subscription, represents an increase of approximately 61 per cent. in the issued share capital of the Company. The Placing Shares, assuming the maximum number of Placing Shares are issued, will represent approximately 37.6 per cent. of the enlarged share capital following the fund raising; • Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to First Admission, it is expected that dealings in the First Placing Shares will commence on or around 30 March 2006. Subject to Second Admission, it is expected that dealings in the Second Placing Shares will commence on or around 31 March 2006; • The Placing is subject to, inter alia, the approval of Shareholders. An Extraordinary General Meeting has been convened for 29 March 2006; • The Placing Price of 79p represents a discount of approximately 5.4 per cent. to the closing middle market price of an Ordinary Share on 3 March 2006; • The net proceeds of the Placing (approximately £7.4 million) will be utilised to develop the existing Progeny(R) company portfolio and establish new Progeny(R) companies from the pipeline of opportunities under development; • The Placing will be in two tranches to protect the Company's VCT and EIS status; • Collins Stewart is acting as the Company's nominated adviser and broker. Mulier Capital has also been engaged to assist with the fundraising; • Mulier Capital is taking a 2.23% stake in ANGLE through participating in the Placing on its own account, subscribing for 605,749 Placing Shares at the Placing Price; and • In addition, Mulier Capital will apply part of its commission to acquire a further 0.74% stake of the enlarged share capital. Andrew Newland, Chief Executive of ANGLE, said: "We are delighted with the response from investors to this Placing. It isparticularly pleasing that the Placing has been supported by existing and newinstitutional shareholders, together with our staff. The Placing should strengthen our ability to deliver returns from thecommercialisation of intellectual property both from our existing Progeny(R)company portfolio and from new Progeny(R) companies." Dr Erling Refsum, Director of Mulier Capital, said: "We are pleased with the quality of the investors that have participated in thisfund raising. We were also impressed with the value of the existing Progeny(R)companies and the developing pipeline. Novocellus and Geomerics, in particular,have the potential to revolutionise the IVF and games graphics marketsrespectively." For further information ANGLE plc +44 1483 295830Andrew Newland, Chief ExecutiveIan Griffiths, Finance Director Buchanan Communications +44 20 7466 5000Richard Darby, Suzanne Brocks, James Strong, Amy Rajendran Note to editors: About ANGLE Founded in 1994, ANGLE is an international venture management and consultingcompany focusing on the commercialisation of technology and the development oftechnology-based industry. ANGLE creates, develops and advises technologybusinesses on its own behalf and for its clients. ANGLE operates from officesin the UK, the US and the Middle East. ANGLE is listed on AIM (AGL.L); further information can be found atwww.angleplc.com Introduction Background to and Reasons for the Placing As indicated in the interim results for the period ended 31 October 2005, whichwere announced on 24 January 2006, the Company has identified a wide range ofintellectual property (IP) for potential commercialisation via the Progeny(R)process. It is expected that further Progeny(R) companies will be establishedbefore the end of the full financial year on 30 April 2006. The Company has relationships with many research organisations, a number ofwhich have led to discussions about strategic, long-term relationships withANGLE, and the Directors believe that some of these discussions are progressingwell. With the net proceeds of the Placing, the Directors intend to maintain themomentum of the business developing the existing Progeny(R) company portfolioand establishing new Progeny(R) companies from the pipeline of opportunitiesunder development. ANGLE's Progeny(R) process is well defined and ANGLE's business is scaleable.The net proceeds of the Placing should strengthen ANGLE's ability to deliverreturns from the commercialisation of intellectual property both from itsexisting Progeny(R) company portfolio and from new Progeny(R) companies. The Directors believe that raising finance by way of the Placing is the mostappropriate method of funding the Company at the present time. A general offerto Shareholders by way of rights or other pre-emptive issue is not consideredappropriate at this stage of the Company's development given its size, thecurrent shareholder structure and taking into account timing and costconsiderations. Extraordinary General Meeting An Extraordinary General Meeting of the Company is to be held at SurreyTechnology Centre, The Surrey Research Park, Guildford GU2 7YG on 29 March 2006at 11.00 a.m. At this meeting, resolutions will be proposed to: • increase the authorised share capital of the Company from £4,000,000to £5,000,000; • authorise the Directors, for the purposes of section 80 of the Act, toallot the Placing Shares and the Mulier Capital Subscription Shares and to allowadditional allotments of equity securities equivalent to one-third of theCompany's enlarged share capital following the fund raising; and • disapply statutory pre-emption rights in relation to (a), inter alia,fractional entitlements and to deal with certain overseas securities law issues,(b) the issue of the Placing Shares and the Mulier Capital Subscription Shares,and (c) further issues of Ordinary Shares for cash up to a maximum of 10 percent. of the enlarged share capital following the fund raising. Availability Copies of the placing document are available free of charge from the Company'sregistered office during normal business hours on any weekday (excluding publicholidays) and will remain available for at least one month from the date of thisdocument. Recommendation The Directors of the Company consider the terms of the Placing to be in the bestinterests of the Company and its shareholders as a whole. Accordingly, theDirectors of the Company unanimously recommend Shareholders to vote in favour ofthe Resolutions to be proposed at the Extraordinary General Meeting, as theyintend to do in respect of their own beneficial holdings of Ordinary Sharesamounting, in aggregate, to approximately 44.4 per cent. of the existing issuedshare capital of the Company. This information is provided by RNS The company news service from the London Stock Exchange