14 Sep 2012 07:00
Insetco plc
("Insetco" or the "Company")
Loan Note conversion, issue of equity and total voting rights
Following the conversion of certain Convertible Unsecured Loan Notes ('Loan Notes'), which was announced on 1 August 2012, the Company announces that it has agreed to vary the terms of the remaining Loan Notes that are currently in issue. Following the variation of the terms the Loan Note holders have agreed to convert the Loan Notes into ordinary shares in the Company.
Details of the Loan Notes
Details of the Loan Notes are set out in the table below:-
Issued to
| Amount | Redemption date |
ADM Investor Services International Limited ("ADM") | £50,000 | 15 Sept 2012 |
ISI Nominees Limited | £200,000 | 21 Nov 2012 |
Sally Strasburger | £150,000 | 21 Nov 2012 |
Sally Strasburger | £72,500 | 21 Nov 2012 |
ADM | £181,250 | 31 Jan 2013 |
Total | £653,750 |
The terms of the Loan Notes provided for a conversion price of between 5.25 pence per share and 40 pence per share.
Variation of the terms of the Loan Notes (the 'Transaction')
The Company has agreed to vary the terms of all of the outstanding Loan Notes such that they will convert into ordinary shares in the Company at a price of 1.5 pence per share. Certain of the Loan Note holders have directed that the shares being issued on conversion be issued to different parties.
The board believes that it is in the best interests of shareholders and the Company to vary the terms of the Loan Notes as described above. In the event that agreement had not been reached with the Loan Note holders the Company would be required to issue new shares by way of a placing in order to finance the redemption of the Loan Notes.
Following the Transaction, the Company will have no remaining Loan Notes in issue.
Issue of Equity
Following the conversion described above the Company has issued 43,583,333 new ordinary shares in the Company. Application has been made to the London Stock Exchange for the 43,583,333 new ordinary shares to be admitted to trading on AIM which is expected to occur on or around 20 September 2012. The new ordinary shares will rank pari passu with the existing ordinary shares.
Related Party Transaction
ADM is deemed to be a related party pursuant to AIM Rule 13. Having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, the directors of the Company, none of whom is involved in the Transaction, consider that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.
Significant shareholders
Following this transaction, the following have registered shareholdings above 3%:
Shareholding | Percentage | |
ISI Nominees | 52,579,000 | 23.47% |
Lynchwood Nominees | 45,364,623 | 20.25% |
HSBC Global Custody Nominees | 43,287,502 | 19.33% |
Fairbairn Nominees* | 30,750,000 | 13.73% |
Pershing Nominees | 16,844,695 | 7.52% |
Forest Nominees | 12,079,984 | 5.39% |
Vidacos Nominees | 7,023,030 | 3.14% |
* - Includes a holding of 16,358,160 shares beneficially owned by Paul and Sally Strasburger, amounting to 7.30% of the enlarged issued share capital.
Total Voting Rights
Following the issue of equity described above, the so enlarged issued share capital of the Company will comprise 223,983,096 ordinary shares of £0.00001 each. Each ordinary share carries the right to one vote at general meetings of the Company. The Company does not have any ordinary shares in treasury. This may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FSA's Disclosure and Transparency Rules.
Insetco plc Clive Cooke
|
020 7887 7840 |
Cairn Financial Advisers LLP Jo Turner |
020 7148 7900
|