31 Mar 2008 07:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL.
31 March 2008 Amteus PLC ("Amteus", the "Company" or the "Group") Placing to raise ‚£1.8 million and debt capitalisation
Amteus announces that it has conditionally raised ‚£1.8 million, before expenses, from the placing by John East & Partners Limited ("JEP") of 12,000,200 ordinary shares in the capital of the Company ("Ordinary Shares") at 15p (the" "Placing Price") per share (the "Placing Shares") with institutional and other investors (the "Placing"). The placing is conditional on, amongst other things, the passing of the resolutions at the General Meeting ("GM") of the Company (the "Resolutions") and on admission of the new Ordinary Shares to trading on AIM ("Admission").
In addition, the Company announces that it has effected a debt capitalisation of approximately ‚£180,000 into 1,215,934 Ordinary Shares at the Placing Price (the "Debt Capitalisation").
Background to and reasons for the Placing
The proceeds of the Placing, which amount to approximately ‚£1.5 million after expenses, will allow the Company to recruit additional sales personnel, satisfy overdue trade creditors and provide additional working capital generally.
Since January 2008, Amteus has been receiving an encouraging level of sales orders, particularly in the education sector. To date, the Company has made sales to over 200 customers within private communities across the UK in both the education and small and medium-sized enterprise sectors.
Having developed its product range, the Company is now focusing primarily on building on its improved sales in the education sector and seeking new business opportunities generally.
The directors of the Company (the "Directors" or the "Board") believe that the proceeds of the Placing will enable the Company to gain sales more quickly as it seeks to achieve cash breakeven in 2008.
It is the Board's view that the Placing is the appropriate means of providing additional working capital for the Company. The cost of funds raised through the Placing will be substantially less than those for an open offer or rights issue to Shareholders, which would require the publication of a prospectus. This would have delayed the fundraising and would also have cost the Company a significantly higher percentage of the funds being raised.
Board Changes
In order to maximise the sales opportunities for the Company's products and to build on the increased sales to schools in recent months, Chris Holt has been appointed Director of Education with immediate effect. He will report directly to Jeffrey Morris, Executive Deputy Chairman.
Simon Duffy joined the Board as a Non-Executive Director in February 2007 but, as a result of taking on a full-time position with a company operating in the emerging markets sector, he has resigned as a Director of the Company with immediate effect, together with all his other UK directorships.
The Placing
Under the terms of the Placing Agreement (the "Placing Agreement"), JEP has conditionally placed, as agent for the Company, 12,000,200 new Ordinary Shares at the Placing Price to raise ‚£1.8 million (gross) and approximately ‚£1.5 million (net of expenses) for the benefit of the Company.
The Placing is conditional, inter alia, upon the passing of the Resolutions at the GM, upon Admission and upon the Placing Agreement not being terminated in accordance with its terms.
The Placing Shares, when issued and fully paid, will rank equally in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.
The Placing Agreement contains certain warranties given by the Directors and the Company with respect to the Company's business and certain matters connected with the Placing. In addition, the Company has given indemnities to JEP in connection with the Placing and JEP's performance of services in relation to the Placing. The Placing Agreement may be terminated by JEP at any time before Admission for, inter alia, a material breach by the Company of the terms of the Placing Agreement or the warranties contained in it, or on the occurrence of certain specified events or of certain force majeure events.
Directors' participation in the Placing
Pursuant to the terms of the Placing Agreement dated 31 March 2008 between the Company, JEP and the Directors, Jeffrey Morris, Executive Deputy Chairman, and his wife, Debra Morris, have conditionally agreed to subscribe for 4,000,000 Ordinary Shares in the Placing, which will represent 7.45 per cent. of the enlarged issued share capital of the Company (the "Enlarged Issued Share Capital").
Debt Capitalisation
In addition, Michael Abrahams, Chairman, and Jeffrey Morris, Executive Deputy Chairman, have agreed to capitalise loans (together with accrued interest) amounting to ‚£10,000 and ‚£100,000 by subscribing for 66,667 and 666,667 Ordinary Shares at the Placing Price, respectively, which will represent 0.12 per cent. and 1.24 per cent., respectively, of the Enlarged Issued Share Capital.
Furthermore, a member of Michael Abrahams' family has agreed to capitalise a loan (together with accrued interest) amounting to ‚£60,000 by subscribing for 400,000 Ordinary Shares at the Placing Price.
In addition, Simon Duffy, Non-Executive Director, has, in lieu of accrued directors' fees, agreed to subscribe for 82,600 Ordinary Shares at the Placing Price, which will represent 0.15 per cent. of the Enlarged Issued Share Capital.
Immediately following Admission Michael Abrahams, Jeffrey Morris and Simon Duffy will hold 133,021 Ordinary Shares, 24,279,337 Ordinary Shares and 200,700 Ordinary Shares, which will represent 0.25 per cent., 45.24 per cent. and 0.37 per cent. of the Enlarged Issued Share Capital, respectively.
General Meeting
A General Meeting of the Company has been convened for 10.05 a.m. on 23 April 2008 at which Resolutions will be proposed to grant the authority to the Directors to allot Ordinary Shares pursuant to Section 80 of the Companies Act 1985 and to dis-apply statutory pre-emption rights. The notice convening the GM is set out at the end of the circular to shareholders, which will be posted to shareholders of the Company today. A copy of the circular will be available from John East & Partners Limited, 10 Finsbury Square, London EC1A 1AD and on the Company's website www.amteus.com.
Following the proposed Placing and debt capitalisation, the Company will have 53,669,410 ordinary voting shares in issue. It is intended that application will be made for the new Ordinary Shares to be admitted to trading on AIM. Dealings are expected to commence on 24 April 2008.
Further information: TelephoneRawlings Financial PR Limited Catriona Valentine 07715 769078 Amteus plc Michael Abrahams 01756 770376 John East & Partners Limited John East/Simon Clements/Johnny Townsend 020 7628 2200
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
John East & Partners Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of John East & Partners Limited or for providing advice in relation to the Placing or any transaction or any other matters referred to herein.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended, or under the laws of any state of the United States. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to acquire Placing Shares or other securities in the capital of the Company. There will be no public offer of Placing Shares in the United Kingdom or elsewhere.
AMTEUS PLC