Inspiration Hlt Regulatory News (IHC)

13 Dec 2006 07:02

Inditherm PLC13 December 2006 Press Release 13 December 2006 Inditherm plc ("Inditherm" or "the Company") Proposed Placing of 30,000,000 Placing Shares at 10 pence per share Notice of Extraordinary General Meeting Inditherm plc (AIM: IDM), the provider of innovative heating solutions to thefood, industrial process, utility, medical, construction and sport industries,announces today that it is to raise £2.8 million, before expenses, by way of aPlacing of 30,000,000 new Ordinary Shares at a price of 10 pence per PlacingShare. The Placing is conditional on inter alia, Shareholder approval at anExtraordinary General Meeting convened for 10:00 a.m. on 12 January 2007 at theoffices of Collins Stewart Europe Limited, ninth floor, 88 Wood Street, London,EC2V 7QR. The funds raised in the Placing will be used to: • underpin the continuing growth rate in turnover (approx 50% in 2006) of the Company's core Medical, Industrial and Construction businesses • broaden the institutional shareholder base • improve the financial stability of the Company. Commenting on the Placing, Richard Harpum, Chief Executive of Inditherm plc,said: "The proposed placing is a positive move for Inditherm and will give thecompany the financial flexibility it needs to achieve its goals." - Ends - For further information, please contact: Inditherm plc Richard Harpum, CEO Tel: +44 (0) 1709 761 000 rharpum@indithermplc.com Ian Smith, Finance Director ismith@indithermplc.com www.inditherm.com Collins Stewart Europe Limited Nick Ellis/ Chris Howard Tel: +44 (0) 20 7523 8350 nellis@collins-stewart.com www.cstplc.com choward@collins-stewart.com Media enquiries: Abchurch Justin Heath / Louise Thornhill Tel: +44 (0) 113 203 1340 justin.heath@abchurch-group.com www.abchurch-group.com Notes to editors: Inditherm plc is an AIM-listed provider of low voltage, cost-effective heatingtechnology. It designs, manufactures and installs its specialised, patentedheating technology for numerous applications that require heating, temperaturemaintenance or frost protection, including industrial, utility, medical,construction, and sports turf heating. The Rotherham-based company operates ina global environment and has a blue-chip customer base. Inditherm's patented technology uses a carbon-based, electrically conductivepolymer, also called Inditherm, to produce a cost-effective, flexible andadaptable heating surface. Powered by a low voltage supply, Inditherm generatesuniform heat over its entire surface with no hot spots. The following information is an excerpt from the circular to Shareholders (the "Circular") posted today. Copies of the Circular are available at the offices ofCollins Stewart Europe Limited (ninth floor, 88 Wood Street, London, EC2V 7QR)upon request. Definitions used in the Circular apply in this announcementunless the context otherwise requires. Introduction The Board announced today that Inditherm has agreed, subject to certainconditions, to raise approximately £2.8 million, net of expenses, by way of aplacing. Further details of the Placing are set out in the Circular. The necessary authority required for the allotment of Placing Shares pursuant tothe Placing will be sought at an Extraordinary General Meeting convened for10.00 a.m. on 12 January 2007. The purpose of this document is to provideshareholders with information on the Placing and to convene the EGM at whichshareholder approval will be sought for the Resolutions. Background to and reasons for the Placing As announced today, the Company intends to raise approximately £2.8 million (netof expenses) through the Placing. Over the last two years the Company has followed a strategy of focusing onselected markets and undertaking larger projects. This has resulted in a growthin turnover of approximately 50 per cent. in the core medical, industrial andconstruction businesses of the Company during 2006. It is the Company'sintention to continue this progress. In addition to the growth in established markets, and following the recent USFDA approval for heated mattresses, the Company recently signed an exclusive USdistribution agreement with Smiths Medical ASD, Inc. ("Smiths") a subsidiary ofSmiths Group plc (the "Agreement"). Smiths have a well-established marketpresence in the US patient warming sector, with a sales team of over 50specialists, directed at hospitals throughout the US. Under the terms of theAgreement, sales are targeted to reach US$5million in the third year and as aresult it is the Directors belief that the agreement will accelerate theCompany's growth and further improve margins. The Directors believe that the Company would benefit from access to additionalcapital to help it to further accelerate growth and therefore proposes to raiseadditional funds through the Placing. In order to improve financial stability, to broaden the institutionalshareholder base and to minimise transactional costs, the Placing Shares arebeing offered to a number of existing and new institutional shareholders. The Placing Price represents a discount of approximately 38.5 per cent to theclosing mid-market price of 16.25 pence per Ordinary Share as at 12 December2006, the latest practicable date prior to the announcement of the Placing. Current Trading and Prospects Over the last two years, the Company has taken action to improve its growthprospects through a more focused market approach and through improvements andextensions to the product range, better execution and improved sales andmarketing. During 2006, the Company's turnover has grown at a rate of approximately 50 percent. This growth has come from industrial projects for heated tanks andmodular pipework heating systems for major food and confectionary companies andfrom the medical business. The Company is currently working on a number ofindustrial prospects, some of which it expects to secure during the next sixmonths. This will be assisted by an increasing customer interest in makingenergy savings, which the Company is able to deliver through its innovativeproduct range. In the construction sector, a successful project in a pre-cast concrete plant,which realised energy and cement cost savings, along with operational benefits,has raised the Company's profile. As a result, the number of enquiries andproposals has increased in recent months. The medical business continues to extend the international distributor networkand the Agreement together with the increased proportion of medical sales willhelp to accelerate growth and lead to improved overall margins. The Board therefore believes that the Company has significant potential forgrowth in its medical, industrial and construction businesses. Placing The Company announced today that it was raising approximately £2.8 million, netof expenses, through the placing of 30,000,000 new Ordinary Shares. The PlacingPrice represents a discount of approximately 38.5 per cent. to the closingmid-market price of 16.25 pence per Ordinary Share as at 12 December 2006, thelatest practicable date prior to the announcement of the Placing. The PlacingShares will rank in full for all dividends and otherwise pari passu with theexisting Ordinary Shares. It is expected that the Placing Shares will be admitted to trading on AIM on 15January 2007. The Placing is conditional, inter alia, upon: • the approval of the Resolutions at the EGM; • the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and • Admission of the Placing Shares; In each case by no later than 8.00 a.m. on 15 January 2007 (or such time anddate as the Company and Collins Stewart may agree, being not later than 31January 2007). The Placing is to be effected on behalf of the Company by Collins Stewart on theterms of the Placing Agreement. The Placing Agreement provides for CollinsStewart to use its reasonable endeavours to procure subscribers for the PlacingShares. The above obligations are subject to certain conditions including thoselisted above. In consideration of their services in connection with the Placing, the Companywill pay to Collins Stewart a fee of 3.5 per cent. of the aggregate value, atthe Placing Price, of the Placing Shares. The Placing Agreement containswarranties given by the Company with respect to its business and the Group andcertain matters connected with the Placing. In addition, the Company has givenindemnities to Collins Stewart in connection with the Placing and CollinsStewart's performance of services in relation to the Placing. Collins Stewartis entitled to terminate the Placing Agreement in specified circumstances. Directors' Shareholdings The Directors have agreed to subscribe for an aggregate of £31,500 for 315,000of the Placing Shares at the Placing Price. The beneficial and non-beneficialinterests of those Directors who have agreed to subscribe in the Placing forOrdinary Shares (not including unexercised options over the Ordinary Shares) onthe date of this announcement and following the Placing are set out below:. Current Interests Interests after Placing Directors: Number of Percentage of Number of Ordinary Percentage of Ordinary Shares Issued Ordinary Shares Issued Ordinary Share Capital Share Capital Mark Abrahams 151,546 0.7 301,546 0.6Richard Harpum 57,945 0.3 157,945 0.3Ian Smith 4,444 0.1 54,444 0.1John Markham 14,366 0.1 29,366 0.1 Extraordinary General Meeting and action to be taken A notice convening the EGM to be held at the offices of Collins Stewart, ninthfloor, 88 Wood Street, London EC2V 7QR at 10.00 a.m. on 12 January 2007 is setout at the end of this document. At the EGM, the Resolutions will be proposed. Authority was given to the Directors at the Company's Annual General Meeting onFriday 28 April 2006 to allot shares and other relevant securities (as definedin section 80 of the Companies Act) up to an aggregate nominal amount of£15,000. This authority expires at the conclusion of the next annual generalmeeting or, if earlier, 28 July 2007. The statuatory pre-emption rights overthese shares were also disapplied at the Annual General Meeting. However, atthe Placing Price, an authority to issue shares up to an aggregate nominalamount of £15,000 would not be sufficient to issue 30,000,000 new OrdinaryShares required for the Placing. Moreover, whilst the Directors have no presentintention to allot any Ordinary Shares pursuant to the authority granted to themat the Company's last annual general meeting, the rights described above wouldprovide flexibility for raising additional funds or making acquisitions, in eachcase, as suitable opportunities arise. Accordingly, the Resolutions proposed are to empower the Directors to allotequity securities for cash with an aggregate nominal value of £300,000 (over andabove the authority to issue shares up to an aggregate nominal value of £15,000granted at the Company's Annual General Meeting on Friday 28 April 2006) and todo so otherwise than in accordance with the Shareholders' statutory pre-emptionrights set out in the Companies Act, in connection with the Placing. The authority given to the Directors to allot further shares in the capital ofthe Company requires the prior authorisation of the Shareholders at a generalmeeting under section 80 of the Companies Act. Following the passing ofResolution 1 as an ordinary resolution the Directors will have authority toallot up to an additional 30,000,000 new Ordinary Shares representingapproximately 58.7 per cent. of the issued ordinary share capital followingcompletion of the Placing. This authority will expire at the conclusion of thenext AGM or 30 April 2007 (whichever is the earlier). Following the passing of Resolution 2 as a special resolution the Directors willhave authority under section 95 of the Companies Act to allot for cash theOrdinary Shares authorised by Resolution 1 without being required first to offersuch securities to Shareholders in accordance with the statutory pre-emptionrights set out in section 89 of the Companies Act. This authority will expireat the conclusion of the next AGM or 30 April 2007 (whichever is the earlier). A form of proxy for use by Shareholders in connection with the EGM is attachedwith the Circular. Whether or not shareholders propose to attend the EGM inperson, they are requested to complete the form of proxy in accordance with theinstructions printed on it and to return it to the Company's registrars, CapitaRegistrars, Proxy Department, PO Box 25, Beckenham, Kent, BR3 4BR as soon aspossible and in any event so as to arrive no later than 10.00 a.m. on 10 January2007. Completion and return of the form of proxy will not preclude you fromattending the EGM and voting in person should you so wish. Recommendation The Directors, so advised by Collins Stewart, consider the terms of the Placingto be fair and reasonable insofar as the Shareholders are concerned and in thebest interests of the Company and accordingly recommend that shareholders votein favour of the Resolutions at the EGM as they have given irrevocableundertakings to do in respect of their own holding of Ordinary Shares(representing 228,301 Ordinary Shares, being 1.08 per cent. of the currentissued ordinary share capital of the Company). NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company willbe held at the offices of Collins Stewart Europe Limited, ninth floor, 88 WoodStreet, London EC2V 7QR on 12 January 2007 at 10.00 a.m. for the purpose ofconsidering and, if thought fit, passing the following Resolutions, of whichResolution No. 1 will be proposed as an ordinary resolution and Resolution No. 2will be proposed as a special resolution: ORDINARY RESOLUTION 1. THAT (subject to and conditional upon (but effective immediately prior to),the admission of the Placing Shares (as defined in the circular dated 13December 2006 (of which this notice forms part) to trading on AIM and to suchadmission becoming effective) in addition and without prejudice to the existingauthority given at the Company's last annual general meeting, the Directors beand they are hereby generally and unconditionally authorised in accordance withsection 80 Companies Act 1985 ("CA 1985") to exercise all the powers of theCompany to allot relevant securities (within the meaning of the said section 80)up to a further additional aggregate nominal amount of £300,000 during theperiod commencing on the date of the passing of this resolution and expiring onthe conclusion of the next AGM or 30 April 2007 (whichever is the earlier) (bothdates inclusive), but so that this authority shall allow the Company to makebefore the expiry of this authority offers or agreements which would or mightrequire relevant securities to be allotted after such expiry and notwithstandingsuch expiry the Directors may allot relevant securities in pursuance of suchoffers or agreements; SPECIAL RESOLUTION 2. THAT (subject to and conditional upon the passing of the Ordinary Resolutionnumbered 1 contained in the notice of which this resolution forms part), inaddition and without prejudice to the existing authority given at the Company'slast annual general meeting, the Directors be and they are hereby empowered,pursuant to section 95 CA 1985, to allot equity securities (as defined insection 94 (2) CA 1985) for cash pursuant to the authority given by the saidResolution 1 as if section 89(1) CA 1985 did not apply to any such allotments,provided that this power shall be limited to the allotment of equity securitiesfor the purposes of the placing of 30,000,000 new Ordinary Shares of 10 penceeach announced by the Company on 13 December 2006 and shall expire at midnighton at the conclusion of the next AGM or 30 April 2007 (whichever is theearlier), except that the Company may before such expiry make offers oragreements which would or might require equity securities to be allotted aftersuch expiry and notwithstanding such expiry the Directors may allot equitysecurities in pursuance of such offers or agreements. EXPECTED TIMETABLE OF EVENTS Latest time for receipt of forms of proxy 10.00 a.m. 10 January 2007Extraordinary General Meeting 10.00 a.m. 12 January 2007Admission of the Placing Shares to AIM 15 January 2007 DEFINITIONS The following definitions apply throughout this document and in the accompanyingform of proxy unless the context requires otherwise: "Admission" admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules "AIM" AIM, a market regulated by the London Stock Exchange "AIM Rules" the rules for AIM companies and their nominated advisers published by the London Stock Exchange governing admission to and the operation of AIM (as amended from time to time) "Board" or "Directors" the directors of Inditherm whose names are set out on page 4 of this document "Collins Stewart" Collins Stewart Europe Limited "Companies Act" the Companies Act 1985 (as amended) "Company" or "Inditherm" Inditherm plc "CREST" the United Kingdom paperless share settlement system of which CRESTCo Limited is the Operator (as defined in the Uncertificated Securities Regulations 2001 SI 2001 No. 3755) "EGM" or "Extraordinary General Meeting" the extraordinary general meeting of Inditherm to be held at 10.00 a.m. on 12 January 2007, notice of which is set out at the end of this document "Group" the Company and its subsidiaries "London Stock Exchange" London Stock Exchange plc "Option Schemes" the Company's Share Incentive Plan and the Enterprise Management Incentive Scheme "Ordinary Shares" the ordinary shares of 1p each in the capital of the Company "Placing" the proposed placing by Collins Stewart of the Placing Shares on behalf of the Company at the Placing Price and on the terms of the Placing Agreement "Placing Agreement" the conditional agreement dated 13 December 2006 between Collins Stewart and the Company, a summary of which is set out in paragraph 4 of the letter from the Chairman "Placing Price" 10p per Ordinary Share "Placing Shares" 30,000,000 new Ordinary Shares to be allotted on the terms of the Placing Agreement "Resolutions" the resolutions to be proposed at the EGM, as set out in the Notice of EGM at the end of this document "Shareholders" holders of Ordinary Shares at the date of this document "UK" or "the United Kingdom" the United Kingdom of Great Britain and Northern Ireland "US FDA" the US Food and Drug Administration This information is provided by RNS The company news service from the London Stock Exchange