8 Aug 2012 07:00
Date: | 8 August 2012 |
On behalf of: | Advanced Power Components PLC ('APC' or 'the Company') |
Embargoed until: | 0700hrs |
Advanced Power Components Plc
("APC" or the "Company")
Increased shareholding in Minimise
Issue of Convertible Loan Notes
Issue of Equity
Advanced Power Components (AIM: APC), the UK specialist distributor and manufacturers' representative of electronic components, is pleased to announce that the Company has reached agreement regarding the acquisition of an additional 18.1% shareholding in Minimise Limited ("Minimise"), a company engaged in the sales and marketing of the Group's imopTM and other products which enable their clients to reduce their energy consumption. This acquisition increases the Company's holding in Minimise to 36.2%.
Consideration for the acquisition of the shareholding will comprise the payment of £66,667 in cash and the issue of 1,212,121 ordinary shares of 2p each in APC ("Ordinary Shares") at a notional share price of 11p to the vendor of the stake.
In order to finance, inter alia, the cash consideration for this acquisition, the Company has issued unsecured convertible loan notes ('Convertible Loan Notes'), in an amount of £175,000, which have been subscribed by Roger Robinson, a substantial shareholder in the Company. Of this, £75,000 replaces a loan of the same amount previously made by Mr Robinson to the Company, with the balance of the funds being expected to be used for general working capital purposes.
The Company is currently in discussions with certain other shareholders of Minimise regarding the potential acquisition of additional shares in Minimise. In the event that satisfactory terms are agreed, the acquisition of these further shares is expected to be financed through the issue of further Convertible Loan Notes.
The Convertible Loan Notes, which mature on 1 August 2017, carry a coupon of 8 per cent. per annum, payable quarterly in arrears until such time as they are repaid or converted in accordance with their terms.
Under the terms of the Convertible Loan Notes, the holder may convert all or part of the Convertible Loan Notes held by them into new Ordinary Shares in the Company on delivery to the Company of a conversion notice, at the conversion rate, being the lower of 11p and the average mid-market price for the 14 days preceding the conversion date.
The issue of the Convertible Loan Notes to a substantial shareholder of the Company is deemed to be a related party transaction under the AIM Rules. The Directors consider, having consulted with Strand Hanson Limited, the Company's nominated adviser, that the terms of the Convertible Loan Notes are fair and reasonable insofar as the Company's shareholders are concerned.
In addition, the Company has allotted 1,333,333 Ordinary Shares pursuant to the conversion by noteholders of £100,000 of convertible loan notes, which were originally issued on 10 February 2009. The loan notes converted at a price of 7.5p per share.
Application has therefore been made to the London Stock Exchange for 2,545,454 Ordinary Shares to be admitted to AIM. Admission is expected to become effective and dealings in the Ordinary Shares are expected to commence at 8.00 a.m. on Monday, 13August 2012. Following admission of these shares, the Company will have 28,246,382Ordinary Shares in issue. The new Ordinary Shares will rank pari passu in all respects with the existing ordinary shares. The Ordinary Shares will be subject to lock-in arrangements for a period of one year following their admission to trading on AIM.
The aforementioned figure of 28,246,382 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, APC under the Financial Services Authority's Disclosure and Transparency Rules.
Will David, Chairman of APC, commented:
"Reducing energy use and cutting costs are high priorities for businesses globally, which makes us convinced of the demand for energy saving products and excited by the opportunities that exist for Minimise both within the UK and internationally. We remain encouraged by the progress that has been made to date by Minimise and our increased stake demonstrates our confidence in the team and the products, as well as our commitment to build on this area of the business."
Enquiries:
Advanced Power Components plc | 01634 290588 |
Mark Robinson, Chief Executive Officer Rob Smith, Finance Director | www.apc-plc.co.uk |
Strand Hanson Limited | 020 7409 3494 |
James Harris / Angela Hallett | |
Northland Capital Partners Limited | 020 7448 4400 |
Andy Hanson | |
Redleaf Polhill | 020 7566 6727 |
Henry Columbine / David Ison | apc@redleafpolhill.com |
About Advanced Power Components
APC plc is a leading specialist distributor of electronic components, comprising nine areas of activity:
§ APC Hi-Rel distributes a variety of specialist electronic components into applications where component reliability is of paramount importance. Hi-Rel's franchised product lines include power semiconductors, power supplies, memory, wound and high voltage components.
§ APC Locator is the number one solutions provider for obsolete and hard-to-find parts, with 25 years' experience in the industrial and defence/aerospace markets across Europe.
§ APC Hero has a specialist technical sales team focussing on sensors and measurement, power management, communications & connectivity and embedded computing applications.
§ APC Go! provides a kitting and materials management service to companies wanting to outsource non core activities, offering services ranging from material procurement to full production management.
§ APC Displays+ provides dedicated technical and commercial support for a wide range of displays, driver boards, ICs, single board computers and all related connectivity.
§ APC Novacom is a distributor and manufacturers' representative for RF and microwave frequency electronic components. The business is managed by a team of technical specialists with many years experience in the RF and Microwave industry.
§ APC Contech is a distributor of specialist data input devices for industrial, broadcasting and medical sectors providing technically advanced solutions for specific application areas.
§ APC imop™ is a manufacturer and distributor of power saving equipment which optimises the performance of electrical motors, leading to reduced energy consumption and cost savings.
§ QV Controls Limited is a designer, manufacturer and supplier of DALI-IP technology based lighting and energy management systems that improve energy efficiency and lighting performance within commercial, industrial and high end residential buildings.