Croma Security Regulatory News (CSSG)

3 Jul 2007 10:10

Croma Group PLC03 July 2007 The following announcement replaces RNS number 5252Z, released today at 08.00.The announcement should have referred to a £251,263 convertible loan note andnot as originally shown. 3 JULY 2007 CROMA GROUP PLC ("Croma" or "the Group") PLACING AND LOAN NOTE CONVERSION TO RAISE £751,263 DIRECTOR DEALING, TRADING UPDATE AND BOARD CHANGES The Board of Croma, the AIM listed surveillance security and homeland defencespecialist, is pleased to announce that it has raised £751,263 through a Placingof 10,000,000 new Ordinary Shares of 5p each at a Placing price of 5p withexisting institutional shareholders and certain Directors ("the Placing") andthe conversion by Sebastian Morley, an Executive Director, of a £251,263convertible loan note in connection with the final instalment for the purchaseof his company Vigilant Security (Scotland) Limited, to provide the Company withadditional working capital to fund organic growth opportunities. As part of the Placing, Nick Hewson, Non-Executive Director, subscribed for1,000,000 new Ordinary Shares, and Sebastian Morley subscribed for 1,000,000 newOrdinary Shares in addition to his Loan Note conversion. Nick Hewson now holds2,374,119 ordinary shares representing approximately 1.4 per cent. of theenlarged issued share capital of the Company and Sebastian Morley and his wifenow holds 14,844,691 ordinary shares representing approximately 8.6 per cent. ofthe enlarged issued share capital of the Company. These share purchases bring the total number of shares held by the Board to17,981,842 representing 10.52 per cent. of the total issued share capital of theGroup. Trading Update The Board anticipates that although turnover will be in excess of £5.5 million(2006: £2.8 million), turnover and profits for the year ended 30 June 2007 willbe below market expectations. The reasons behind the shortfall are principally due to deferred orders notfalling within the current year. The Board however reaffirms that all of Croma'soperating subsidiaries continue to show an improving performance, as highlightedat the time of the Group's Interim Results, with a current order book totaling£2.98 million. Board Changes Following the recent statement by the Group, where it announced that upon theappointment of a suitable replacement, David Bretel is to stand down as FinanceDirector and Company Secretary of the Group to take up a senior appointment asManaging Director of Croma Defence Systems Limited incorporating Croma Shawley,the Company announces that Sebastian Morley has assumed the role as CEO of theGroup. John French will assume the role of Non-Executive Chairman of the Group,working closely with the Board on the development of the activities of Cromafrom a corporate development standpoint. The Group also announces that Keith Wheeler, the Group's Marketing ServicesDirector, has stepped down from the Board but will however continue in aconsultancy role, advising the subsidiary companies. In the opinion of the Board, the operational reorganisation within the Group isexpected to provide opportunities to reduce operating costs moving forward. Commenting, John French said: "I have long expressed the desire to split out mydual role as both Chairman and CEO of the Group. I am delighted that Sebastianhas accepted his new appointment. His complementary military background andsuccessful track record positions him well for the role, and I look ahead todriving the Group forward with him at the commercial helm. "It is highly encouraging to see two of the Group's key InstitutionalShareholders subscribing for new shares. This adds to the further investmentmade by our two Board members. All of Croma's operating subsidiaries continueto show an improving performance, as highlighted at the time of the Group'sInterim Results. "Furthermore, the heightened awareness of the surveillance and homeland securitymarkets supports Croma's vision for the future. There has never been a moreappropriate time for a business of Croma's nature in the market, and the Boardwill continue to look at every possible opportunity to grow value for allshareholders going forward. "I'd also like to thank Keith today for all of his work to date, and delightedhe will remain working alongside the Group in a consultancy role." AIM Application Application has been made for the admission of the 15,025,260 new OrdinaryShares to trading on the AIM market. The new Ordinary Shares will rank paripassu with the existing ordinary shares in the Company and admission of the15,025,260 new ordinary shares is expected to take place on Friday 6 July 2007. Total Voting Rights For the purposes of the Financial Services Authority's Disclosure andTransparency Rules, the Company's total issued share capital at the date of thisnotice is 170,983,173. The Company's issued share capital consists of 170,983,173 ordinary shares of 5peach, with one voting right per share. The Company holds no ordinary shares inTreasury. Therefore, the total number of voting rights in Croma is 170,983,173. The above figure may be used by shareholders as the denominator for thecalculations by which they will determine if they are required to notify theirinterest in, or a change to their interest in, Croma under the FSA's Disclosureand Transparency Rules. ---ends--- Enquiries: Croma Group plcJohn French, Non Executive Chairman Mobile: 07836 722 482 Bishopsgate Communications Ltd. Tel: 020 7562 3350Dominic Barretto Mobile: 07930 450 156Jenni Herbert Seymour Pierce Limited Tel: 020 7107 8000Mark Percy This information is provided by RNS The company news service from the London Stock Exchange