29 Oct 2008 12:00
Byotrol plc
("Byotrol" or the "Company")
Proposed Placing of 36,363,636 New Ordinary Shares at 11 pence per share
Notice of General Meeting
The Board of Byotrol, the AIM-quoted anti-microbial technology company, is pleased to announce that Charles Stanley Securities has conditionally placed 36,363,636 New Ordinary Shares at 11 pence per shares to raise £4.0 million for the Company.
David McRobbie, Chief Executive Officer, commented:
"On behalf of the Board I would like to express our delight and appreciation for the level of support from our institutional shareholders in the Placing, especially during the current extremely difficult market conditions. The capital injection of £4.0 million will enable the Company to equip a new technical centre for research purposes, finance a training and recruitment programme to strengthen sales and marketing and develop its global brand further."
29 October 2008
Contact:
| Byotrol plc | |
| David McRobbie, Chief Executive Officer Richard Bell, Finance Director | Tel 0161 277 9518 |
| Charles Stanley Securities (Nominated Adviser & Broker) | |
| Philip Davies / Rick Thompson / Carl Holmes | Tel 020 7149 6000 |
Proposed Placing of 36,363,636 New Ordinary Shares at 11 pence per New Ordinary Share
Notice of General Meeting
1. Introduction
The Board is pleased to announce that subject, inter alia, to Shareholders' approval, the Company proposes to raise approximately £4.0 million by way of a Placing of 36,363,636 New Ordinary Shares at a price of 11 pence per Ordinary Share.
The Placing is subject to approval by Shareholders of the Resolutions at the General Meeting. The General Meeting will be convened for 10.00 a.m. on 19 November 2008, at which Shareholders will be asked to consider and, if thought fit, approve the Resolutions required inter alia to implement the Placing. Details of the General Meeting are set out in the Notice of General Meeting provided at the end of the Circular, which will be posted tomorrow.
If the Resolutions are approved, it is expected that the New Ordinary Shares will be admitted to trading on AIM on at 8.00 a.m. on 20 November 2008.
The purpose of this announcement is to provide you with information on the Company and to set out the background to and reasons for the Placing and to explain why the Board considers the Placing to be in the best interests of the Company and the Shareholders as a whole and why it recommends that you vote in favour of the Resolutions.
2. Background to and reasons for the Placing
The principal purpose of the Placing at this time is to provide working capital for the Company, which funds will be used to support current deals and to target the smaller niche opportunities as they arise.
During the year, cash resources have been depleted due to the slow development of the sales pipeline with forecast sales lower than had been anticipated. Although sales momentum is now building, with successful trials across both the healthcare and agriculture sectors, the Board remains under pressure to deliver the strategy of creating and strengthening the global brand and targeting niche markets in order to demonstrate larger market potential. In order to build on such an approach, further funding is required.
The net proceeds of the Placing will, in conjunction with the Company's existing cash resources, be utilised to equip a new technical centre for research purposes, finance a training and recruitment programme to strengthen the sales and marketing functions and develop the global brand going forward. New opportunities across a number of global markets are to be exploited, alongside the completion of existing deals with the aim of optimising the outcomes of those deals.
The Directors believe the Placing will provide the Company with sufficient resources, to pursue its current business plan and, in addition, provide general working capital for the Company to fund the business to profitability.
If the Resolutions are not approved by Shareholders at the General Meeting, the Directors will need to take alternative action to address the financial position of the Group.
3. Details of the Placing
The Company is proposing to raise approximately £3.75 million (net of costs), by way of a Placing of an aggregate of 36,363,636 New Ordinary Shares at 11 pence per share with certain institutional and other investors and certain Directors. The Placing is conditional on the passing of the Resolutions set out in the Notice of General Meeting and Admission.
The New Ordinary Shares will represent approximately 43.44 per cent. of the Enlarged Share Capital of the Company.
The Placing is not a rights issue or open offer and the New Ordinary Shares will not be offered generally to Shareholders on a pre-emptive basis. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in the best interests of the Company in the current prevailing circumstances and, accordingly, the Board considers that it is in the best interests of the Company and Shareholders as a whole for the funds to be raised through the Placing.
Conditional on the passing of the Resolutions, application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 20 November 2008.
The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.
It is expected that share certificates for the New Ordinary Shares which are to be held in certificated form will be despatched to placees by 5 December 2008. The New Ordinary Shares will be in registered form and no temporary documents of title will be issued.
4. Directors' Interests
David McRobbie and Stephen Falder are subscribing for 227,273 New Ordinary Shares each in the Placing. The interests of the Directors (and their immediate families and or persons connected with them), as at the date of the Circular and on completion of the Placing, in the issued share capital of the Company are as follows:
| Name | Existing Holding | Holding post Placing | |||
| Number of Ordinary shares | % | Number of Ordinary Shares subscribed for in the Placing | Number of Ordinary Shares | % | |
| Wesley Devoto | 509,040 | 1.07 | - | 509,040 | 0.61 |
| David McRobbie | 3,947,614 | 8.34 | 227,273 | 4,174,887 | 4.99 |
| Stephen Falder | 5,058,581 | 10.68 | 227,273 | 5,285,854 | 6.31 |
| Richard Bell | 20,000 | 0.04 | - | 20,000 | 0.02 |
| Ian Mainman | 363,600 | 0.77 | - | 363,600 | 0.43 |
| Adrian Smith | - | - | - | - | - |
5. Use of proceeds
The net proceeds of the Placing will be utilised to equip a new technical centre for research purposes, finance a training and recruitment programme to strengthen the sales and marketing functions and develop the global brand going forward. They will provide the Company with sufficient resources to pursue its current business plan and provide general working capital for the business to fund the business to profitability.
6. Current Trading
First half sales have been disappointing, but the Company has been signing up new distributors to take the product to market. Trials in food factories and in agriculture are indicating good outcomes and the final outcome of the Manchester Royal Infirmary trial is eagerly awaited. The unaudited management accounts to 30 September 2008 show turnover of £0.4m and a loss, before share scheme charges, of £1.1m. The Board anticipates that it will announce the Company's interim results for the six months ended 30 September 2008 on Monday 24 November 2008.
7. General Meeting
Included with the Circular is the Notice convening the General Meeting to be held at the offices of Charles Stanley Securities, 131 Finsbury Pavement, London EC2A 1NT on 19 November 2008 at 10.00 a.m. at which the Resolutions will be proposed to approve the Placing.
2008
Dispatch of the Circular 30 October
DEFINITIONS
| "1985 Act" | the Companies Act 1985 (as amended), to the extent in force and applicable |
| ‘‘2006 Act’’ | the Companies Act 2006, to the extent in force and applicable |
| “Admission” | admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules |
| “AIM” | the AIM market of the London Stock Exchange plc |
| “AIM Rules” | the AIM Rules for companies published by the London Stock Exchange governing admission to, and the operation of, AIM |
| "Capita Registrars" | a trading name of Capita Registrars Limited |
| “certificated” or “in certificated form” | an Existing Ordinary Share which is not in uncertificated form |
| “Charles Stanley” | Charles Stanley Securities, a trading division of Charles Stanley & Co. Ltd, Byotrol's Nominated Adviser and Broker, a member of the London Stock Exchange and authorised and regulated by the FSA |
| "Circular" | the circular sent to Shareholders today |
| ‘‘Company’’ or ‘‘Byotrol” | Byotrol plc |
| ‘‘Directors’’ or the ‘‘Board” | the Directors of Byotrol, whose names appear on page 6 of the Circular |
| ‘‘Enlarged Share Capital’’ | the 83,716,411 Ordinary Shares in issue following completion of the Placing and Admission of the New Ordinary Shares |
| “Excluded Territories” | any jurisdiction wherein the Circular and any accompanying documents might constitute a violation of local securities law or regulation, including, but not limited to the United States, Canada, South Africa, New Zealand, Australia and Japan |
| "Existing Ordinary Shares" | the ordinary shares of 0.25 pence each in the share capital of the Company in issue at the date of this announcement |
| “Existing Share Capital” | the 47,352,775 Existing Ordinary Shares |
| “Form of Proxy” | the form of proxy which accompanies the Circular, for use at the General Meeting |
| “FSA” | the UK Financial Services Authority |
| “FSMA” | the UK Financial Services and Markets Act 2000 (as amended) |
| “General Meeting” | the general meeting of Byotrol convened for 19 November 2008, notice of which is set out at the end of the Circular, and any adjournment thereof |
| "Group" | the Company and its subsidiaries and subsidiary undertakings at the date of this announcement |
| “London Stock Exchange” | London Stock Exchange plc |
| "New Ordinary Shares" | 36,363,636 Ordinary Shares to be issued pursuant to the Placing |
| “Notice” | the notice convening the General Meeting which is set out at the end of the Circular |
| “Ordinary Shares” | the ordinary shares in the share capital of the Company which may be in issue from time to time which for the avoidance of doubt shall include the Existing Ordinary Shares and the New Ordinary Shares |
| ‘‘Overseas Shareholders’’ | Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom |
| "Placing" | the issue of 36,363,636 New Ordinary Shares at the Placing Price |
| "Placing Price | 11 pence per share |
| “Prospectus Rules” | the Prospectus Rules published by the FSA |
| ‘‘Resolutions’’ | the resolutions to be proposed at the General Meeting as set out in the Notice |
| “RIS” | Regulated Information Service |
| “Shareholder” | a holder of Ordinary Shares from time to time |
| “UK” | the United Kingdom of England, Scotland, Wales and Northern Ireland |
| “UKLA” | the UK Listing Authority |
| “US”, “USA” or “United States” | the United States of America, each State thereof (including the District of Columbia), its territories, possessions and all areas subject to its jurisdiction |