AMP.L Regulatory News (AMP)

12 Oct 2007 07:30

Amphion Innovations PLC12 October 2007 12 October 2007 Amphion innovations plc Proposed issue of 15,909,077 New Ordinary Shares and notice of Extraordinary General Meeting London and New York, 12 October 2007- Amphion Innovations plc (LSE: AMP) ("Amphion" or the "Company"), the developer of medical and technology businesses, today announces its intention to raise approximately £3.5 million (before expenses) by the issue of up to 15,909,077 New Ordinary Shares of 1p each in the capital of the Company (the "New Ordinary Shares") to investors by way of subscription and placing for an issue price of 22 pence per New Ordinary Share (the "Issue Price") to enable the Company to invest in current and new Partner Companies and to provide working capital for the Company. The New Ordinary Shares will represent approximately 14.45 per cent of the Existing Amphion Share Capital. As part of the Issue, the Company has entered into the Subscription Agreementswith several investors who have between them agreed with the Company tosubscribe on a conditional basis for an aggregate of 15,022,727 New OrdinaryShares at the Issue Price raising approximately £3,305,000 (before expenses).This includes a subscription by the Chief Executive, Richard Morgan, for 760,714New Ordinary Shares. Subject to approval at the EGM Richard Morgan will have abeneficial interest in 20,862,327 Ordinary Shares in the Company being 16.55 percent. of the enlarged issued share capital of the Company. As part of theSubscription, MSA, which is 50 per cent. owned by Amphion, has committed tosubscribe £577,823 for 2,626,468 New Ordinary Shares at the Issue Price. TheSubscription Agreements are conditional upon the passing of the SpecialResolution at the Extraordinary General Meeting and Admission. In addition to the subscription agreements, Charles Stanley has conditionallyagreed pursuant to the Placing Agreement to place 886,350 New Ordinary Shares atthe Issue Price, raising approximately £195,000 (before expenses). CharlesStanley's obligations under the Placing Agreement are conditional, inter alia,upon the passing of the Special Resolution at the Extraordinary General Meetingand Admission. As a result of the above, and to enable the Company to implement the Issue on anon-pre-emptive basis, it is necessary for the Company to approve the Issuebeing made otherwise than in accordance with the Pre-emption Provisions by wayof a special resolution at an Extraordinary General Meeting. Subject to approval at the EGM the enlarged number of shares in issue will beapproximately 126,019,301 Ordinary Shares. Further Issues The Company has to date granted options to employees and Directors under theShare Option Scheme in respect of 125,000 Ordinary Shares. The Company is nowproposing to grant options in respect of a further 7,750,000 Ordinary Shares atan issue price of 23 pence per Ordinary Share to certain employees and Directorsunder the terms of the Share Option Scheme. This will include options in respectof 2,000,000 Ordinary Shares granted to Richard Morgan and in respect of1,250,000 Ordinary Shares granted to Robert Bertoldi. Authority for theallotment of Ordinary Shares under the Share Option Scheme has already beengiven by the Shareholders in general meeting. In addition, the Company wishes to have some flexibility to permit furtherissues of Ordinary Shares for cash otherwise than in accordance with thePre-emption Provisions and also to be able to grant options to service providersto the Company in consideration for services provided to the Company. Suchoptions are not granted to employees or Directors and, accordingly, fall outsidethe Share Option Scheme. In order to ensure that the Pre-emption Provisions do not apply to such furtherissues of Ordinary Shares for cash or to the allotment of any Ordinary Sharesfor cash following the exercise of options granted to such service providers,authority is now being sought for the allotment for cash of a further 12,600,000Ordinary Shares (representing approximately 10 per cent. of the Ordinary Sharesin issue immediately following the Issue) (the "Additional Shares"), otherwisethan in accordance with the Pre-emption Provisions, in the Special Resolution atthe Extraordinary General Meeting. Extraordinary General Meeting A circular to shareholders containing a notice of Extraordinary General Meetingof the Company is to be held on 5 November 2007 at Amphion's offices at OneBerkeley Street, London W1J 8DJ at 11.00 a.m. at which the Special Resolutionwill be proposed and voted upon for the purposes of facilitating the Issue ofNew Ordinary Shares. The Special Resolution will, if passed, disapply the Pre-emption Provisionscontained in Article 5.1 of the Articles in relation to the issue of the NewOrdinary Shares pursuant to the Issue and, in addition to the the allotment ofthe Additional Shares. It is expected that admission of the New Ordinary Shares to trading on AIM willbecome effective and dealings, for normal settlement, will commence on 6November 2007. The New Ordinary Shares will be eligible for settlement throughCREST. Whether or not they propose to attend the Extraordinary General Meeting, AmphionShareholders are requested to complete and sign the Form of Proxy and return itby post or (during normal business hours) by hand to Amphion's registered officeat 15-19 Athol Street, Douglas, Isle of Man IM1 1LB as soon as possible and, inany event, so as to arrive no later than 48 hours before the time of theExtraordinary General Meeting. Further information is contained in the Circularto Shareholder dated 12 October 2007. The Board considers that the proposals asset out in the Circular are in the best interests of the Company and theShareholders as a whole. Accordingly, the Board unanimously recommends allShareholders to vote in favour of the Special Resolution at the forthcomingExtraordinary General Meeting as they have irrevocably undertaken to do inrespect of the 48,771,122 Ordinary Shares registered in their own names(representing approximately 44.29 per cent. of the Existing Amphion ShareCapital). Amphion's Chief Executive Officer, Richard C.E. Morgan, said: "As we said in our interim statement in September, Amphion has had a promisingfirst half of the year, reporting a 35.7per cent. rise in net asset value pershare and 48 per cent. increase in the fair value of our portfolio. These newfunds raised will enable us to continue this strong progress within our currentPartner Companies and also allow us to seek new opportunities where we feelthere is significant opportunity for growth and shareholder return." For further information, please contact: Amphion Innovations plc +1 212 210 6224Charlie Morgan Financial Dynamics +44 20 7831 3113Ben AtwellJohn Gilbert Charles Stanley Securities (Nominated Adviser) +44 20 7149 6000Mark Taylor / Freddy Crossley This information is provided by RNS The company news service from the London Stock Exchange