Calculus Vct Regulatory News (CLC)

30 Oct 2007 08:01

Clinical Computing PLC30 October 2007 Clinical Computing plc ("Clinical" or the "Company") Issue of Equity HIGHLIGHTS • Placing to raise a total of £1,810,000 at 3p per share, in an EIS/VCT qualifying tranche and a non-qualifying tranche • Proceeds of EIS/VCT qualifying tranche being used principally to accelerate delivery of product roadmap, primarily by wed-enabling CLINICAL VISION • Proceeds of non-qualifying tranche primarily being applied to reduce debt Commenting on the fundraising, Joe Marlovits, Chief Executive of Clinical said: "As the Group pursues more regional and national opportunities, directly webenabling our applications will provide a cost effective means for our customersto manage large volumes of patient data in a secure and efficient manner. Clinical Vision Web will incorporate the current End Stage Renal Disease andTransplantation applications which our customers are now using. This investment will permit the Company to offer the user flexibility which ourcustomers already experience from Clinical Vision applications, and extend thedelivery of future applications to an open system platform that will supportour initiatives into other chronic diseases." PLACINGS Clinical Computing plc, the international developer of clinical informationsystems for the healthcare market, announces that it has conditionally raised£1,155,000 through an EIS/VCT qualifying placing of 38,500,000 new ordinaryshares of 1p each (the "EIS Shares") with institutional and other investors at aprice of 3p per share (the "EIS Placing"). The EIS Placing is conditional onadmission of the EIS Shares to trading on AIM. The Company also announces that it has conditionally raised a further £655,000through the placing of 21,833,333 new ordinary shares of 1p each (the "Non-EISShares") with each of the Directors and others, at a price of 3p per share (the"Non-EIS Placing"). The Non-EIS Placing is conditional on admission of theNon-EIS Shares to trading on AIM. Both the EIS Placing and the Non-EIS Placing are being effected on anon-pre-emptive basis pursuant to the authorities approved by shareholders atthe Extraordinary General Meeting of the Company held on 16 August 2007. Application has been made for the EIS Shares to be admitted to trading on AIM,and this is expected to become effective on 2 November 2007 ("First Admission").Application has also been made for the Non-EIS Shares to be admitted to tradingon AIM, and this is expected to become effective on 7 November 2007 ("SecondAdmission"). Following their issue, the EIS Shares and the Non-EIS Shares willrank pari passu with the Company's existing issued ordinary shares. The funds raised pursuant to the EIS Placing will principally be used by theCompany to accelerate delivery of the Company's product roadmap, andspecifically accelerating the completion of the final stages of the web versionof the Group's latest product line, CLINICAL VISION, and to enhance the CLINICALVISION application portfolio across Chronic Kidney Disease. The Directors intend to hire approximately 10 additional staff (with skillsprimarily in research and development, sales and product management) to focus onbringing this next release to market. Of the funds raised pursuant to the Non-EIS Placing, £450,000 will be usedtowards repaying amounts drawn under the Company's available borrowing facilityof £1,450,000 (the "Facility") provided by Brown Shipley at a variable interestrate of 1.625% over Brown Shipley's base rate. In addition, following SecondAdmission, the amount available under the Facility will be reduced to£1,000,000. RELATED PARTY TRANSACTION Each of the Directors is subscribing for Non-EIS Shares pursuant to the Non-EISPlacing. These subscriptions together represent a related party transactionunder the AIM Rules. Where an AIM company enters into such a transaction, the AIM Rules require thatthe directors who are independent of the transaction make a statement that theyconsider, having consulted with the company's nominated adviser, that the termsof the transaction are fair and reasonable insofar as its shareholders areconcerned. As none of the Directors is independent of the transaction, CityFinancial Associates Limited, the Company's nominated adviser, has confirmed tothe Directors that, in its opinion, the terms of the transaction are fair andreasonable insofar as its shareholders are concerned. TOTAL VOTING RIGHTS Following Second Admission, the Company's issued share capital will consist of93,443,694 ordinary shares with a nominal value of 1p per share, with votingrights (one vote per ordinary share). The Company does not hold any ordinaryshares in treasury. Therefore, from Second Admission, the total number ofordinary shares in the Company with voting rights will be 93,443,694. Witheffect from Second Admission, the figure of 93,443,694 ordinary shares may beused by shareholders as the denominator for the calculations by which they willdetermine if they are required to notify their interest in, or a change to theirinterest in, the Company under the Financial Services Authority's Disclosure andTransparency Rules. INTERESTS OF DIRECTORS AND SIGNIFICANT SHAREHOLDERS FOLLOWING THE SHARE ISSUE Following Second Admission, the shareholdings of the directors and thesignificant shareholdings that have been notified to the Company will be asfollows: Number of shares Percentage of Enlarged Share Capital DIRECTORS Howard Kitchner* ##9,744,163 10.43%Joe Marlovits 766,666 0.82%Prof. Stan Newman 356,343 0.38% SIGNIFICANT SHAREHOLDERS David Altschuler* 12,381,496# 13.25% * - In addition to the shareholdings shown above, 203,008 ordinary shares areregistered in the name of South Quay Plaza Retirement Fund, a fund in whichMessrs Kitchner and Altschuler are beneficially interested. # - Of these shares, 3,500,000 will, following Second Admission, be held by (oron behalf of) discretionary trusts in which Mr Altschuler is interested and afurther 4,666,667 will be maintained in a SIPP of which Mr. Altschuler is thebeneficiary ## - Of these shares, 6,000,000 will, following Second Admission, be maintainedin a SIPP of which Mr. Kitchner is the beneficiary. For further details, visit www.ccl.com or contact: Joe Marlovits, Chief Executive 020 8747 8744 Clinical Computing plc Ross Andrews/Simon Sacerdoti 020 7492 4777 City Financial Associates Limited, Nominated Adviser This information is provided by RNS The company news service from the London Stock Exchange