Last checked at 29 Jun 2009 15:27
29 June 2009 Corero PLC ("Corero" or the "Company") Results of AGM, EGM and meeting of the holders of the existing 8 per cent convertible unsecured redeemable loan stock 2011 ("CULS")
At the annual general meeting, extraordinary general meeting and the meeting of the holders of the CULS, all held earlier today, all resolutions were duly passed. The resolutions included the amendment to the terms of the CULS to extend the redemption date, enhance the conversion rights and reschedule the annual coupon payable by the Company (the "Amendments") and a capital reorganisation.
Amendments to CULS
The principal amendments to the terms of the CULS are as follows:
1. The deferment of the redemption date of the CULS from 31 October 2011 to 30 June 2015.
2. The rescheduling, with effect from and including 1 January 2009, of the annual 8 per cent. interest payable on the CULS. For the three year period from 1 January 2009 to 31 December 2011 (the "First Interest Period"), the CULS will continue to bear interest on the principal outstanding sum at the rate of 8 per cent. per annum but only 50 per cent. of such interest will be paid (the "Paid Interest"). Payment of the remaining 50 per cent. of such interest (the "Deferred Interest") will be deferred and paid on the third anniversary of the date on which such Deferred Interest accrued (each date on which such Deferred Interest accrued being an "Accrual Date"). During the three and a half year period from 1 January 2012 to 30 June 2015 (the "Second Interest period") the CULS will continue to bear interest on the principal outstanding sum at the rate of 8 per cent. per annum and such interest payments will be made on the relevant interest payment date in the Second Interest Period (i.e. not deferred). As a result, notwithstanding that the CULS continue to bear interest on the principal outstanding sum at the rate of 8 per cent. per annum, a CULS holder who holds CULS for the entire remaining life of the CULS will receive such payments by the Company as if the CULS bore interest at 4 per cent. per annum during the First Interest Period and 12 per cent. per annum during the Second Interest Period (save that the final payment of Deferred Interest shall be made on 31 December 2014, such that the final payment on 30 June 2015 will represent only the interest for the six month period at 8 per cent. per annum, and will not include any additional deferred interest).
Please note that the effect of the Amendments is to defer the payment of 50 per cent. of the interest payable on the CULS in respect of the current interest period ending on 30 June 2009, with the deferred interest payable on 30 June 2012.
Deferred Interest will be paid on the third anniversary of the relevant Accrual Date to the CULS holder who was on the register on the relevant Accrual Date. Accordingly, any transferee of any CULS will not receive any Deferred Interest which accrued prior to the date of transfer.
No additional interest will be paid on the Deferred Interest.
3. The enhancement of the conversion rights from four Existing Ordinary Shares for every £1 nominal of CULS to 12.5 Existing Ordinary Shares for every £1 nominal of CULS, which equates to a conversion price, prior to the Capital Reorganisation, of 8p. Following the Capital Reorganisation, the enhanced conversion rights will be adjusted to 0.4167 New Ordinary Shares for every £1 nominal of CULS, resulting in an effective conversion price of 240p per New Ordinary Share.
Any fractions arising from the conversion of the CULS will be aggregated and allotted to a trustee who will sell the shares for the benefit of the relevant CULS holder. However, if the net proceeds of such sale amount to less than £2 in respect of any one holding, the net proceeds will be retained by the Company.
4. The reduction of the price of an Existing Ordinary Share at which the Company has the right to compel CULS holders to convert their CULS into Ordinary Shares from £1 to 32p. Following the Capital Reorganisation, this price will be adjusted to £9.60.
Capital Reorganisation
The current mid-market share price is below the present nominal, or par, value of the Existing Ordinary Shares. Company law prohibits a company from issuing shares at a discount to the nominal value of its shares. The Amendments to the CULS would have resulted in the new conversion price of the CULS being below the current nominal value of a Corero Existing Ordinary Share. As a result, in order that the Amendments to the CULS may be made, it is necessary to reduce the nominal value of the Company's authorised and issued Existing Ordinary Shares. Accordingly, the Capital Reorganisation will be carried out on the following basis:
(a) every 30 Existing Ordinary Shares in issue at the Capital Reorganisation Record Time will be consolidated into one new ordinary share of £3 in the capital of the Company;
(b) each new ordinary share of £3 will be subdivided into and reclassified as one New Ordinary Share of 1p and one Deferred Share of £2.99; and
(c) each of the authorised and unissued Existing Ordinary Shares will be subdivided into and reclassified as 10 New Ordinary Shares.
Any fractions arising from the Capital Reorganisation will be aggregated and sold for the benefit of the Company.
The rights attaching to the New Ordinary Shares will, apart from the change in nominal value, be identical in all respects to those of the Existing Ordinary Shares. The Capital Reorganisation will not affect the voting rights of holders of Existing Ordinary Shares. Nevertheless, certain amendments to the Company's articles of association are required to effect the Capital Reorganisation, to refer to the change in nominal value of the Ordinary Shares, and to reflect the rights of the Deferred Shares (which are referred to below).
Application has been made for admission of the New Ordinary Shares to trading on AIM. It is expected that the dealing and settlement in CREST in the Existing Ordinary Shares will continue until the close of business on 29 June 2009. Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on 30 June 2009.
Existing share certificates will cease to be valid following the Capital Reorganisation and new share certificates will be issued on 7 July 2009.
Shareholders who hold their Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares on 30 June 2009 or as soon as practicable after Admission.
The Deferred Shares are required to be created for technical reasons in order to maintain the aggregate nominal value of the Company's share capital after the Capital Reorganisation and will effectively be valueless. The Deferred Shares will have no voting or dividend rights and, on a return of capital, will have the right to receive the amount paid up thereon after the holders of the New Ordinary Shares have received, in aggregate, the amount paid up thereon plus £10,000,000 per New Ordinary Share. The Deferred Shares will not be transferable (save with the consent of the Directors) and no share certificates will be issued in respect of them. The Company may, at any time, transfer the Deferred Shares to any other person or buy back the Deferred Shares, for an aggregate payment of 1p.
It is the Board's intention, at the appropriate time, to effect a repurchase of the Deferred Shares, to make an application to the High Court for the Deferred Shares to be cancelled, or for the Company to cancel the Deferred Shares, with the approval of its Shareholders.
Trading in the New Ordinary Shares is expected to commence on 30 June 2009.
Following Admission, the Company will have in issue approximately 1,518,990 voting ordinary shares of 1p each.
Terms defined in the shareholder circular dated 4 June 2009 have the samemeaning in this announcement.Enquiries:Corero plc Peter Waller, Executive Chairman Tel: 07785 228080 Duncan Swallow, Financial Controller Tel: 01923 695136
John East & Partners Limited, a subsidiary of Merchant Securities PLC
John East/Virginia Bull Tel: 020 7628 2200 College Hill Tel: 020 7457 2020 Matthew Smallwood Tel: 020 7457 2047
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