3 Aug 2017 12:00
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN BYOTROL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
3 August 2017
Byotrol plc
Confirmation of oversubscribed £4.3 million fundraise subject to shareholder approval
Byotrol plc, the specialist anti-microbial technology company, is pleased to announce that, following the announcement of earlier today, the Company has raised a total of £4.3 million (before expenses) with new and existing investors of 103,787,000 Placing Shares and 3,000,000 Subscription Shares at a price of 4 pence per share.
John Langlands, Chairman of Byotrol, has agreed to subscribe for 2,500,000 Subscription Shares as part of the Subscription. Mr. Langlands is a related party of the Company for the purposes of the AIM Rules by virtue of his status as a Director of the Company. The independent directors for this purpose (being all Directors except for Mr. Langlands), consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Subscription in regards to Mr. Langlands is fair and reasonable insofar as the Company's Shareholders are concerned.
Pursuant to a Convertible Loan Note Instrument, the Company issued £380,000 loan notes to a number of Directors, former directors and certain other investors in 2013. It has now been resolved to redeem all of the Convertible Loan Notes and has today issued notices specifying a date of redemption of 1 September 2017. Holders of Convertible Loan Notes may elect to convert their Convertible Loan Notes into shares at a conversion price of 3.7p per new Ordinary Share at any time up to 25 August 2017. Trevor Francis and Till Medinger, each currently holding £40,000 of Convertible Loan Notes, have indicated they will convert their Convertible Loan Notes into Ordinary Shares. The Convertible Loan Notes have a coupon on 10 per cent.
The Fundraising is subject to the passing of the Resolutions at the General Meeting. Shareholder approval in respect of the Fundraising will be sought at the General Meeting which is being convened for 11 a.m. on 4 September 2017 at the offices of finnCap Ltd at 60 New Broad Street, London EC2M 1JJ. Provided that the Resolutions are passed and the Fundraising has otherwise become unconditional, completion of the Fundraising is expected to take place on 5 September 2017.
A Circular and a Notice of General Meeting will be posted to Shareholders shortly and will be available shortly on Byotrol's website, www.byotrol.co.uk
Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released earlier today unless the context requires otherwise.
David Traynor, CEO of Byotrol, commented:
"We are delighted to have received such strong support from both existing and several significant new shareholders for this oversubscribed fundraising. The funding will allow the Board to capitalise on the substantial opportunities identified through our three core technologies. We will use these funds to fully resource an effective sales and marketing team in order to accelerate the Company's growth."
Contacts:
Byotrol plc 01925 742 000
David Traynor - Chief Executive
finnCap Ltd 020 7220 0500 (Nominated Adviser & Broker)
Geoff Nash/Carl Holmes/James Thompson - Corporate Finance
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").