Last checked at 14 Jul 2009 07:00
Embargoed for release: 7:00am, 14 July 2009
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
AssetCo plc
("AssetCo" or "the Company" or "the Group")
£7.8 million raised through Placing
AssetCo (AIM: ASTO), the integrated support services provider, announces that the Company has raised £7.8 million (before expenses) by way of a placing by Arden Partners plc ("Arden Partners") of 17,333,334 new ordinary shares of 25 pence each in the capital of the Company (the "Placing Shares") with institutional and other investors at a price of 45 pence per share (the "Placing Price") (the "Placing"). The Placing is being underwritten by Arden Partners. The Placing Price is at a discount of 27.4 per cent. to the middle market price of the ordinary shares of the Company as derived from the daily Official List of the London Stock Exchange on 13 July 2009, the latest date prior to this announcement.
The Placing is conditional, inter alia, upon the Company obtaining approval from its shareholders to increase the authorised share capital of the Company, to receive authority to allot shares and to disapply statutory pre-emption rights. AssetCo will be sending a circular to shareholders on or around 14 July 2009 (the "Circular") convening a general meeting of the Company to be held at 10.00 a.m. on or around 30 July 2009 at the offices of Nabarro LLP, Lacon House, 84 Theobald's Road, London WC1X 8RW, at which the resolutions will be proposed for approval.
The Placing is further conditional on admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission") taking place on 31 July 2009 (or on a date not later than August 2009 at the latest). It is expected that Admission will occur, and dealings in the Placing Shares will begin, at 8.00 a.m. on 31 July 2009.
The Placing represents approximately 23.6 per cent. of the existing issued share capital of AssetCo. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued shares of AssetCo, including the right to receive any dividends and other distributions declared.
Directors John Shannon and Frank Flynn are participating in the Placing in respect of 777,777 Placing Shares and 222,222 Placing Shares respectively. Upon completion of the Placing, Mr. Shannon will be beneficially interested in an aggregate of 27,741,104 ordinary shares of 25p each in the capital of the Company representing 30.58 per cent. of the enlarged issued share capital and Mr. Flynn will be beneficially interested in an aggregate of 7,447,222 ordinary shares of 25p each in the capital of the Company representing 8.21 per cent. of the enlarged issued share capital.
The Company has received irrevocable undertakings from all of the directors to vote, or to procure the votes of Ordinary Shares held, in favour of the Resolutions in respect of a total of 34,842,173 Ordinary Shares representing approximately 47.48 per cent. of the existing ordinary share capital of AssetCo.
Commenting on the Placing, Mr. John Shannon, Chief Executive, said:
"We are delighted with the strong support from our existing investors and new investors. The proceeds from the Placing will be used towards implementing the 5-year contract we announced yesterday with the London Fire and Emergency Planning Authority for the provision of an Emergency Fire Crew Capability Service to the London Fire Brigade, as well as to help us accelerate the delivery and implementation of our solution to other Fire and Rescue Authorities."
For further information please contact:
AssetCo plc +44 (0)20 8515 3999
John Shannon, Chief Executive Officer
Frank Flynn, Finance Director
James Collins, Investor Relations
Arden Partners plc +44 (0)20 7398 1632
Richard Day
Adrian Trimmings
Pelham +44 (0)20 7337 1500
Alex Walters
Francesca Tuckett
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is unlawful and is not for distribution in or into, without limitation, the United Kingdom, the United Sates, Canada, Australia or Japan (the "Excluded Territories"), or to US persons (within the meaning of Regulations of the United States Securities Act 1933 (as amended) (the "Securities Act").
The Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Arden Partners, which is authorised and regulated by the Financial Services authority, is acting exclusively for AssetCo and for no one else in connection with the book building and the Placing and will not be responsible to anyone other than AssetCo for providing the protections afforded to clients of Arden nor for providing advice in relation to the Placing or the book building or any other matters referred to in this announcement.
The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this announcement, including, without limitation, those regarding AssetCo's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to AssetCo's products and services) are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of AssetCo or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding AssetCo's present and future business strategies and the environment in which AssetCo will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither AssetCo nor Arden nor any other person undertakes any obligation (other than, in the case of AssetCo, pursuant to the AIM Rule of the London Stock Exchange) to update publicly any of the information contained in this announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.