ENGI.L Regulatory News (ENGI)

24 Dec 2009 08:00

Energiser Investments PLC (the "Company" or "Energiser")

Additional listing / Variation of loan terms / Update

Energiser today announces that:

Stephen Wicks has agreed to receive a payment of £100,000 of his loan to the Company by issuing him new ordinary shares in order to preserve the Company's available cash resources;

Simon Bennett has agreed to receive shares equal to a value of £7,187.50 in lieu of outstanding fees in order to preserve the Company's available cash resources;

the terms of the loan from Stephen Wicks have been amended and the remaining outstanding loan will now carry an interest rate of 4% above the bank of England base rate;

it has converted a £50,000 loan to Physiomics PLC into new ordinary shares in Physiomics PLC

it has now let 15 properties on the Wellingborough site of Development Funding Limited

Conversion of loan into ordinary shares 

Energiser announces that Stephen Wicks, a Substantial Shareholder in the Company has agreed to satisfy the repayment of £100,000 of his loan to the Company by the way of the issue of 3,478,261 shares at 2.875p per share (being the mid closing price on 22 December 2009). Prior to this conversion the Company had a total amount of £553,855.03 outstanding to Stephen Wicks (having repaid £312,745 of the total owed at the start of the year). The resulting outstanding loan from Stephen Wicks will be £453,855.03. 

As a result of the issue of these shares, Stephen Wicks now holds voting rights over a total of 19,558,855 Ordinary shares of the Company which represents a holding of 61.05% of the enlarged share capital of the Company.

Issue of shares in lieu of Directors fees

The Company has also issued 250,000 ordinary shares to the Non-Executive Chairman of the Company, Simon Bennett in settlement of monies owed to him by the Company in respect of unpaid director's fees. As a result of the issue of these shares, Simon Bennett now holds voting rights for a total of 750,000 ordinary shares of the Company which represents a holding of 2.34% of the enlarged share capital of the Company noted above.

Variation of terms of Stephen Wicks' loan to the Company

In connection with the repayment of part of his loan and the waiver of the ability to convert any further part of his outstanding loan to the Company into new ordinary shares, it has been agreed that the interest to be paid on the outstanding loan from Stephen Wicks will be changed from 1% above the base rate of the Bank of England to 4% above base rate of the Bank of England. The new charge will be effective from 1 January 2010.  While this represents a significant increase the Directors are satisfied that the terms are fair and commercially competitive in the current banking environment, where credit is extremely hard to obtain and in addition, because  Mr Wicks' loan ranks behind Barclays Bank in security over the Energiser's main assets in DFL. The Board is grateful to Mr Wicks for having provided the existing facilities on such attractive terms and for agreeing to convert a further portion of his loan into equity.

Development Funding Limited ("DFL") update 

As previously announced the Company controls DFL which has a development of 29 homes in Wellingborough, Northamptonshire. The Company has now sold 9 units and has let 15 units on reasonable commercial terms. Whilst the Board are encouraged by the recovery in sentiment of house buyers in recent months, the availability of mortgages to potential buyers remains a concern. We will continue to look to sell the remaining units if prices that meet our valuations can be achieved and in the interim we will continue to look to rent the remaining units on commercial terms.

Conversion of loan into Physiomics PLC ("Physiomics")

On 18 December 2009 Physiomics announced that pursuant to the terms of a loan note dated 8 February 2008 and made between (i) the Company and (ii) Physiomics, (the "Loan Note") the Company requested that the full amount drawn down under the Loan Note be converted into ordinary shares in Physiomics.

The Loan Note, which was announced to the market on 15 February 2008, constituted an advance of £50,000 to Physiomics and was secured, is convertible into ordinary shares at a price of 0.1p per share. The total number of shares to be issued to the Company therefore pursuant to the Loan Note is 50,000,000 ordinary shares.

Application was made to admit the converted Physiomics ordinary shares to AIM with dealings in said shares expected to commence on 24 December 2009. Following the issue of these shares, the Company will hold in aggregate 50,000,000 ordinary shares in Physiomics, representing 5.01% of the revised issued share capital.

Issue of equity / Total voting rights

As a result of the issue of shares to Stephen Wicks and Simon Bennett Energiser has issued a total of 3,728,261 ordinary shares of 0.1p each at a price of 2.875p per share (being the mid closing price on 22 December 2009). Application has been made for the shares to be admitted to trading on AIM with admission expected to take place on 5 January 2010. Following admission of these shares the company will have 32,037,956 ordinary shares with voting rights in issue.

Related Party Transactions

By virtue and nature of the issuing of shares in the Company to each of Stephen Wicks (a Substantial Shareholder in the Company) and Simon Bennett (a Director of the Company) and the amendments to the terms of Stephen Wicks' loan to the Company, each transaction falls within the scope of Rule 13 of the AiM Rules for Companies, and thus constitute related party transactions. As regards the issuance of shares to Stephen Wicks and the variation of the terms of his loan to the Company, the Directors of the Company, having consulted FinnCap, consider the terms of transaction to be fair and reasonable insofar as their shareholders are concerned. As regards the issuance of shares to Simon Bennett, Nish Malde (Company Finance Director, and Independent Director for the purposes of the AiM Rules), having consulted FinnCap, considers the terms of transaction to be fair and reasonable insofar as the Company's shareholders are concerned. 

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