14 May 2010 11:00
14 May 2010
INSETCO PLC
Statement re Suspension
Insetco PLC ("Insetco" or "the Company") has noted the suspension of trading. To ensure clarification of recent developments the Company has summarised below recent share transactions.
Insetco was formerly named ASG Media plc and announced the appointment of Administrators on 2 November 2009 at which time dealings in the Company's shares were suspended. The Company announced on 26 November 2010 that the Administrators had sold the business and assets of the Company's trading subsidiaries for GBP155,000, and certain other assets for a further GBP20,000. The Administrators stated that after the sale of the Company's assets that they believed there will be insufficient assets to meet the Company's liabilities in full.
The Company stated on 30 December that the Board was seeking to undertake a restructuring of the business and that it had changed the accounting reference date from 30 June to 31 December. The Report and Accounts for the 18 months to 31 December 2009 were published on 22 January 2010.
The Company announced on 30 March 2010 details of a Proposed Company Voluntary Arrangement (the "CVA"), a Fundamental Change of Investing Strategy, share capital reorganisation and change of name to Insetco plc (the "Proposals"). The Proposals were approved by shareholders on 1 April 2010.
Under the capital reorganisation the existing issued share capital was consolidated, as a result of which the ordinary share capital was reduced from 161,764,000 1p ordinary shares to 291,466 0.001p ordinary shares.
As part of the Proposals, the Company received GBP6,250 through a subscription of 625,000 new ordinary shares issued at 1.0 pence per share. In addition, 1,000,000 new ordinary shares were issued for allocation to the Company's creditors in accordance with the terms of the CVA.
The Company also received GBP50,000 through the issue of Convertible Loan Notes which are convertible into Insetco ordinary shares at any time before 31 December 2012 at a price of 0.1 pence per share (the "2012 CLN"). The Company also issued warrants to subscribe for 60,700,949 new ordinary shares at a price of 0.1 pence per share (the "Warrants").
The Company announced on 9 April 2010 that, in addition to the GBP 56,250 subscribed in accordance with the Proposals, it had secured a further GBP200,000 through the issue of a further Convertible Loan Note, to be repaid by 30 September 2011 (the "2011 CLN"). The 2011 CLN are convertible at a price of 8.0 pence per new ordinary shares.
Trading in Insetco shares on AIM was restored on 12 April 2010.
The Company announced on 4 May 2010 that 18,000,000 new ordinary shares had been issued as a result of the conversion of GBP18,000 2012 CLN. In addition 34,400,000 new ordinary shares were issued in respect of Warrants, which resulted in a payment to the Company of GBP34,400. Application was made for 52,400,000 new ordinary shares to be admitted to trading on AIM and these shares were admitted to trading on 10 May 2010. Following the issue and allotment of these new ordinary shares, the total issued share capital of the Company comprises 55,349,051 ordinary shares.
As stated in the clarifying statement made on 12 May 2010 the Company has sufficient working capital for its present requirements and has no requirement or current intention to raise further capital.
The Company is continuing to make good progress in pursuing its Investment Strategy and a further announcement is expected shortly. The Board anticipates that trading in the Company's shares will resume shortly.
Contact:
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