Last checked at 3 Sep 2009 07:00
BEXIMCO PHARMACEUTICALS LTD.
3 September, 2009
PRICE-SENSITIVE INFORMATION
Beximco Pharmaceuticals Limited ("BPL" or "the Company"; AIM Symbol: BXP) today announces that at a Board meeting, held on 2 September 2009, the Board reviewed the imposition of lock-in arrangements by the Bangladesh SEC ("SEC") on shares and warrants issuable to GEM Global Yield Fund Limited ("GEM"). The SEC lock-in requirement prevents Beximco from giving tradeable, unrestricted shares to GEM and was not envisaged by either party at the time of signing the original GEM Agreement (RNS 27/01/09). While the lock-in requirement prevents Beximco from currently utilising the GEM facility, there is no breach of the original GEM Agreement.
In view of this, the Board has decided to issue up to 4,100,000 Fully Convertible, six month, 5% Dividend, Preference Shares of Taka 1,000 each ("Preference Share Issue") on the following terms and conditions, subject to shareholder approval at the Company's Extra-Ordinary General Meeting ("EGM") to be held on 15 October 2009 (with Record Date on 17 September 2009) at 11 am at BEXIMCO Industrial Park, Gazipur and SEC's consent to the aforesaid Preference Share Issue:
1. The Preference Shares shall be converted into Ordinary Shares in two stages.
a) One-half (50%), i.e., Taka 500, of each preference share, will be converted into Ordinary Shares on 1 February 2010 at a 25 % discount to the weighted average price of the Dhaka Stock Exchange during the three-months ending 31 January 2010.
b) The remaining 50%, i.e., Taka 500, of each preference share, will be converted into Ordinary Shares on 2 May 2010 at a 25 % discount to the weighted average price of the Dhaka Stock Exchange during the three-months ending 30 April 2010.
2. Once Preference Shares are converted into Ordinary Shares; and the lock-in period expires, ordinary shares will be listed like other Ordinary Shares of the Company on the stock exchanges and tradable thereafter.
3. An interim cash dividend of 2.5% for each quarter will be paid on 1 February 2010 and 2 May 2010 against the preference shares. The Record Date for the interim dividend on Preference Shares is 31 January 2010 and 29 April 2010.
4. Shareholders with a Record Date on 17 September 2009 will have the option to subscribe for 1,511,500 Preference Shares as above on a 10:1 basis, i.e., shareholders holding 10 (ten) existing Ordinary Shares will have the option to subscribe for 1 (one) Preference Shares before 25 October 2009. GDR holders in London will be entitled to participate in the Preference Share Issue and will receive additional GDRs at conversion in the ratio of one GDR for each one underlying Ordinary Share.
5. The unsubscribed Preference Shares referred to in paragraph 4 above; and remaining 2,588,500 Preference Shares will be privately placed.
6. Preference Shares will be issued on 1 November 2009 provided SEC consent to and EGM approval of the Preference Share Issue is obtained prior to that date.
7. There will be a one year lock-in on the converted Ordinary Shares from the date of issue of the Preference Shares.
8. The Preference Shares will not be listed and/or publicly placed. However, these will be transferable like any other shares.
9. The funds raised will be used for capital expenditures to finance ongoing Balancing, Modernisation, Replacement & Expansion ("BMRE") projects and working capital of the company.
10. An Information Memoranda will be used to facilitate investment in the Preference Share Issue. Availability of the Information Memoranda will be notified in due course.
11. In view of the Preference Share Issue, the Authorised Share Capital of the Company will be increased to Tk 910,00,00,000 (Taka nine hundred ten crores), consisting of 50,00,00,000 Ordinary Shares of Tk 10 each amounting to Tk 500,00,00,000 (Taka five hundred crores); and 4,100,000 Fully Convertible, 5% Dividend, Preference Shares of Taka 1,000 each amounting to Tk 410,00,00,000 (Taka four hundred ten crores).
For further enquiries please visit www.beximco-pharma.com or contact:
Beximco Pharma
Nazmul Hassan MP, Managing Director
Tel: +880 2 861 9151, ext.2080
Libertas Capital Corporate Finance
Jakob Kinde / Anthony Rowland
Tel: +44 (0)20 7569 9650
Financial Dynamics
Jonathan Birt / Susan Quigley
Tel: +44 (0)20 7269 7169
Notes to Editors
About Beximco Pharmaceuticals Limited
Founded in 1976 and based in Dhaka, Bangladesh, BPL manufactures and sells generic pharmaceutical formulation products, active pharmaceutical ingredients and intravenous fluids. The Company also manufactures and markets its own branded generics for almost all diseases. The Company also undertakes contract manufacturing for multinational pharmaceutical companies. The Company operates from a 20 acre site in Dhaka and currently employs over 2,400 staff.
The Company's products are sold to retail outlets, medical institutions and other pharmaceutical manufacturers in Bangladesh, in regional markets such as Sri Lanka, Nepal, Bhutan, Vietnam, Cambodia and Myanmar and in other markets overseas, principally in East Africa, Pacific Island and Central American countries and South East Asia, including Singapore and Hong Kong.