20 Aug 2015 13:00
20 August 2015
Byotrol plc
("Byotrol" or the "Company")
CONDITIONAL PLACING AND SUBSCRIPTION OF 43,016,796 NEW ORDINARY SHARES TO RAISE APPROXIMATELY £1.4 MILLION
Key points:
· Placing and Subscription of 43,016,796 New Ordinary Shares at 3.25 pence per share to raise approximately £1.4m before expenses
· Support from new and existing investors
· Proceeds to be used primarily for investment in sales and marketing resource
Commenting on the placing, David Traynor, Chief Executive of Byotrol, said:
"We are delighted to have received such strong support from both existing and new shareholders for this fundraising, which was priced at a premium to our last financing in 2014. We will continue to run the Company on a conservative basis, with a disciplined approach to costs, but we will now be able to invest more in exploiting our technologies and our recently-developed customer relationships, especially Solvay."
Fundraise and Use of Proceeds
Byotrol, the developer of antimicrobial hygiene technologies, is pleased to announce that it has today conditionally raised approximately £1.4 million before expenses, through the placing for cash (the "Placing") by finnCap, acting as agent for the Company, of 42,332,212 new ordinary shares of 0.25 pence each and the subscription for cash (the "Subscription") of 684,584 new ordinary shares (together the "New Ordinary Shares") (the Placing and Subscription together, the "Fundraise") at 3.25 pence per New Ordinary Share (the "Issue Price") . The Issue Price represents a discount of 3 per cent. to the closing middle market price of 3.375 pence per share on 19 August 2015, being the last practicable date prior to the announcement of the Fundraise.
The Subscription and Placing comprises 33,755,212 New Ordinary Shares that the Company expects to issue on 24 August 2015 (the "First Tranche Shares") and 9,261,584 New Ordinary Shares that the Company expects to issue on 9 September 2015 (the "Second Tranche Shares"), conditional on, inter alia, the passing of resolution 5 and 6 at the Company's Annual General Meeting on 8 September 2015.
As announced on 4 August 2015, the Company is delighted to have signed an agreement to develop and commercialise long-lasting biocidal products ("Agreement") with the listed international chemical group Solvay SA ("Solvay"). Byotrol will initially pool technical, commercial and sales resource with Solvay Novecare, a Solvay subsidiary and a world leader in specialty polymers and surfactants with an annual turnover in excess of €2.0 billion. The resulting products will initially target the EU consumer market but over time the Board expects to expand into other geographies, into professional markets and in due course into personal care markets. The two parties will be sharing gross profit from any jointly-developed products. This programme will however require some additional investment by Byotrol, in particular in sales and marketing.
Accordingly, the net proceeds of the Fundraise will be used to maintain the excellent momentum generated by the Solvay Agreement and to allow the Company to scale up its sales, marketing and product development capability. In addition, a modest sum will be invested to upgrade the Company's finance and ERP systems and support future growth in the Company's working capital requirement.
Directors' Shareholdings
Each of the Directors will be subscribing for New Ordinary Shares in the Subscription. The interests of the Directors following the Fundraise will be as follows:
Director | Existing number of Ordinary Shares currently held | Number of Ordinary Shares to be issued if Loan Notes are converted** | Number of New Ordinary Shares subscribed for in the Subscription | Resulting number of Ordinary Shares held after the Subscription | Resulting holding as a percentage of the Ordinary Shares in issue immediately after First Admission | Resulting holding as a percentage of the Ordinary Shares in issue immediately after Second Admission | Percentage holding following both Admissions and in the event of conversion of all loan notes** |
Nicholas Martel | 20,693,513* | 1,338,665 | 100,000 | 20,793,513* | 8.03% | 7.76% | 7.95% |
David Traynor | 4,696,668 | 1,338,665 | 153,846 | 4,850,514 | 1.87% | 1.81% | 2.22% |
Till Medinger | 1,010,521 | 803,199 | 153,846 | 1,164,367 | 0.45% | 0.43% | 0.71% |
Dr Trevor Francis | 956,513 | - | 153,846 | 1,110,359 | 0.43% | 0.41% | 0.40% |
* Includes a non-beneficial interest in 17,693,513 Ordinary Shares
** The Company issued £380,000 of loan notes ("Loan Notes") on 20 December 2013 to the Directors and other parties. The Loan Notes have a term of three years with a coupon of 10% per annum and are convertible into Ordinary Shares at a price of 3.7p per Ordinary Share
Current Trading & Outlook
The Fundraise will enable the Company to scale up its in-house sales force, in order to further capitalise on the opportunity that the Solvay Agreement represents and accelerate the Company's growth.
Assuming normal trading conditions prevail, the Board expects the Company to report EBITDA break-even for the six months to 31 March 2016.
Details of the Fundraise
As a result of investor demand in the Fundraise the Company has decided to utilise both its existing share authorities and will, in addition, utilise part of the new authority being sought at the Company's upcoming Annual General Meeting, on the 8 September 2015. As such the New Ordinary Shares will be issued in two tranches.
First Tranche
It is intended that the 33,755,212 First Tranche Shares will be issued and allotted on or by 24 August 2015, utilising the Company's existing authorities and conditional, inter alia, upon the Placing Agreement becoming unconditional in all respects, save in respect of the Second Tranche Shares, and not having been terminated in accordance with its terms and the admission of the First Tranche Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules expected on or around 24 August 2015 ("First Admission").
Second Tranche
The 9,261,584 Second Tranche Shares are expected to be issued on 9 September 2015, or as soon as practicable thereafter, subject to, inter alia, upon the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms, First Admission, the passing of resolutions numbered 5 and 6 set out in the notice of the Company's Annual General Meeting ("AGM") at the Company's AGM, to be held on 8 September 2015, to enable the issue and allotment of the Second Tranche Shares and admission of the Second Tranche Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules ("Second Admission").
Related Party Transaction
Ruffer LLP ("Ruffer"), on behalf of its clients, is subscribing for 9,420,676 New Ordinary Shares. Following Second Admission, Ruffer will, on behalf of its clients, have an interest in 58,811,005 Ordinary Shares, representing 21.9 per cent. of the Company's enlarged issued share capital, thereby maintaining its current interest in the Company .
The subscription for New Ordinary Shares by Ruffer is considered a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies because Ruffer is currently deemed to be a substantial shareholder in the Company.
As all of the Directors are participating in the Fundraise, there are no Independent Directors of the Company. As such, the Company's nominated adviser, finnCap, having considered the terms of the Fundraise, considers the participation by Ruffer in the Fundraise to be fair and reasonable insofar as the Company's shareholders are concerned.
Annual General Meeting
In order to be able to issue the Second Tranche Shares, the Company will seek to utilise its new share authorities, approval of which is being sought by Shareholders at its upcoming Annual General Meeting.
The Annual General Meeting of the Company, as previously announced, will be held at The Innovation Centre, Sci-Tech Daresbury, Keckwick Lane, Daresbury WA4 4FS on 8 September 2015, at 2.00 p.m.
Admission
Application has been made for admission of the First Tranche Shares to occur and for dealings to commence in these New Ordinary Shares on 24 August 2014. The First Tranche Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM.
Application will be made for admission of the Second Tranche Shares, which is expected to occur and for dealings to commence in these New Ordinary Shares on 9 September 2014. The Second Tranche Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM.
Following First Admission, there will be 258,789,981 Ordinary Shares in issue. The figure of 258,789,981 Ordinary Shares may be used by shareholders 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, Byotrol under the Disclosure and Transparency Rules.
Following Second Admission, there will be 268,051,565 Ordinary Shares in issue. The figure of 268,051,565 Ordinary Shares may be used by shareholders 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, Byotrol under the Disclosure and Transparency Rules.
Enquiries:
Byotrol plc | 01925 742 000 |
David Traynor - Chief Executive Dawn Marshall - Group Marketing Controller | |
finnCap Ltd | 020 7220 0500 |
(Nominated Adviser & Broker) | |
Geoff Nash/Carl Holmes/James Thompson - Corporate Finance | |
Mia Gardner - Corporate Broking | |
Notes to Editors:
Byotrol plc (BYOT.L), quoted on AIM, is a specialist developer of residual antimicrobial technologies, maximising insights to identify, develop, formulate and commercialise cutting-edge antimicrobial technologies delivered in direct sales and in long-term licensing partnerships with consumer and professional multi-nationals. Our patented suite of technologies deliver powerful broad-spectrum efficacy with residual performance optimised against commonly occurring and industry-specific pathogens.
For more information, please go to www.byotrol.co.uk