30 Apr 2010 18:35
30 April 2010
Insetco PLC
Exercise of Warrants
Conversion of Loan Notes
Notification of Shareholdings
Insetco plc ("Insetco" or the "Company") announced on 21 April 2010 that ADM Investor Services International Limited ("ADM") had exercised conversion rights over GBP 850 of the GBP50,000 Convertible Loan Notes 2012 ("CLN 2012"), following which it held 850,000 Insetco ordinary shares, representing 28.82% of the enlarged issued share capital. ADM has informed the Company that ADM sold its holding of 850,000 Insetco ordinary shares on 27 April 2010.
The Company issued a circular to shareholders on 16 March 2010 (the "Circular") that advised the Company had granted ADM warrants for 51,265,000 Insetco new ordinary shares. ADM has advised the Company that it has now sold 26,400,000 Insetco warrants to clients of Investa AG. ADM has also has exercised warrants over 7,000,000 Insetco new ordinary shares for a consideration of GBP7,000. ADM continues to hold 17,865,000 warrants.
Furthermore ADM has applied to exercise the conversion rights over a further £15,500 CLN 2012 requiring the issue of 15,500,000 Insetco new ordinary shares and also to exercise the conversion rights over the £200,000 Convertible Loan Notes 2011 issued to ADM requiring the further issue of 2,500,000 Insetco new ordinary shares in accordance with the terms of the Convertible Loan Notes 2011. Following the exercise of warrants and of the conversion rights over the Loan Notes, ADM, and including certain clients of ADM, will hold in total 25,000,000 Insetco ordinary shares (representing approximately 45.2% of the enlarged issued share capital) and GBP33,650 CLN.
Insetco has also been notified by Investa AG that it has subsequently sold 12,500,000 warrants to various of its clients (the "Investa Clients"). Insetco has received notice from the Investa Clients to exercise warrants over 9,500,000 Insetco new ordinary shares (representing approximately 17.2% of the enlarged issued share capital). Certain of these clients have requested that 8,500,000 warrants are exercised and the shares be registered in the name of SpreadEx. The remaining 1,000,000 warrants are to be exercised and the shares registered in the name of Dlew Investments. In addition Investa AG has notified Insetco that it has exercised its remaining warrants into 13,900,000 Insetco new ordinary shares (representing approximately 25.2% of the enlarged issued share capital) and the remaining 3 million warrants have been transferred to Germinston Investments Limited SA ("Germiston") for nil consideration.
Insetco also announced in the Circular that it had granted 8,170,779 warrants to Germinston. Germiston has now advised the Company that it has sold 2,000,000 warrants to Nigel Weller and has sold a further 6,000,000 Leo Knifton Insetco has subsequently received notice from Nigel Weller to exercise warrants over 2,000,000 Insetco new ordinary shares and from Leo Knifton to exercise warrants over 2,000,000 Insetco new ordinary shares. Limited
Accordingly, application has been made for the 52,400,000 Insetco new ordinary shares to be admitted to trading on AIM and it is expected that admission will take place on May 2010.
The 52,400,000 Insetco new ordinary shares will rank pari passu with the existing shares of the Company. Following this allotment, the total issued share capital of the Company will comprise 55,349,051 ordinary shares.
Set our below is a table which summarises the changes set out above and the changes to the share capital structure subsequent to the proposals that were contained in the Circular.
| Shareholder | Ordinary shares | % of issued share capital | Ordinary shares to be issued pursuant to the Warrants | Ordinary shares to be issued pursuant to the CLN 2012 | Fully diluted holdings upon exercise of Warrants and CLN 2012 | % of fully diluted share capital |
| Existing Ordinary Shares | 1,871,466 | 3.3% | - | - | 1,871,466 | 1.6% |
| ADM Clients | 25,000,000 | 45.2% | 17,865,000 | 33,650,000 | 76,515,000 | 66.4% |
| Charles Stanley | - | - | 900,000 | - | 900,000 | 0.8% |
| Creditors through CVA | 1,000,000 | 1.8% | - | - | 1,000,000 | 0.9% |
| Antony Batty | 77,585 | 0.1% | 365,170 | - | 442,755 | 0.4% |
| Investa AG | 13,900,000 | 25.2% | - | - | 13,900,000 | 12.1% |
| SpreadEx | 8,500,000 | 15.4% | - | - | 8,500,000 | 7.3% |
| Dlew Investments | 1,000,000 | 1.8% | - | - | 1,000,000 | 0.9% |
| Leo Knifton | 2,000,000 | 3.6% | 4,000,000 | - | 6,000,000 | 5.2% |
| Nigel Weller | 2,000,000 | 3.6% | - | - | 2,000,000 | 1.7% |
| Germinston | - | - | 3,170,779 | - | 3,170,779 | 2.6% |
| TOTAL | 55,349,051 | 100.00% | 27,130,170 | 33,650,000 | 115,300,000 | 100.00% |
Enquiries:
Insetco plc
Gary Truman 020 7309 2280
Charles Woodworth +1 212 584 5667
Charles Stanley Securities
Nominated Adviser
Russell Cook / Dugald Carlean 020 7149 6000