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Issue of Equity

29 Sep 2011 07:00

RNS Number : 1694P
JSJS Designs PLC
29 September 2011
 



JSJS DESIGNS PLC

 (AIM: JSJS)

 

Issue of Equity

Convertible Loan Note

Board Changes

 

JSJS Designs Plc ("JSJS" or "the Company"), specialists in the design, development and manufacture of home automation systems using its LightwaveRFTM technology to enable consumers to remotely operate everyday household appliances, announces a successful placing raising approximately £1 million, net of expenses. The placing will be split into two tranches, the Firm Placing and the Conditional Placing, both at a placing price of 1 pence per Ordinary Share ("the Placings"). The Firm Placing consists of the placing of 50,000,000 Ordinary Shares and the Conditional Placing consists of the placing of 50,000,000 Ordinary Shares.

 

A circular will today be posted to Shareholders ("the Circular"). The purpose of the Circular is to provide Shareholders with the background to and reasons for the Placings. In addition, the Circular contains a notice convening a general meeting of the Company on 17 October 2011 at which Shareholders approval will be sought to approve the resolution necessary to complete the Placings ("the Resolution").

 

It is expected that the Firm Placing Shares will be issued and admitted to trading on AIM on or about 8.00 a.m. on 30 September 2011, provided the Firm Placing Agreement is not terminated prior to this date ("First Admission"). The issue of the Conditional Placing Shares is conditional on the passing by Shareholders of the Resolution, which will give the Directors authority to allot the Conditional Placing Shares otherwise than on a pre-emptive basis. Subject, inter alia, to the passing of the Resolutions at the General Meeting, the Conditional Placing Shares are expected to be admitted to trading on AIM on or about 8.00 a.m. on 18 October 2011 ("Second Admission").

 

The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their holdings of 120,375,000 Ordinary Shares, representing, in aggregate, approximately 47.2 per cent. of the Company's issued Ordinary Shares as at the date of this document.

 

John Shermer, Managing Director, commented:

"We are delighted to have completed the Placings particularly given current market conditions. The feedback on our range of products continues to please us and this additional capital will allow the Company to pursue its sales opportunities."

 

Background to and reasons for the Placings

 

As indicated in the Company's interim results released on 30 June 2011 and reiterated in a corporate update announced on 5 September 2011, the Company has for some time been seeking to secure additional funding in order to facilitate further product development and to meet the additional working capital requirement as the Company's commercial activity increases.

 

Pleasingly, the Company received demand in excess of its present level of share authorities. As a result, to accommodate the demand the placing has been split into a Firm Placing and Conditional Placing. The Board is delighted with total gross fundraising balance of approximately £1 million which will allow the Company to continue its development as currently projected by the Board.

 

Details of the Placings and issue of the Consideration Shares

 

The Placings involve the issue of two tranches of Ordinary Shares: 50,000,000 Firm Placing Shares and 50,000,000 Conditional Placing Shares, all being placed at a price of 1 pence per Ordinary Share (together Firm Placing Shares and Conditional Placing Shares, "New Ordinary Shares"). The Placing Price represents a discount of approximately 4.76 per cent. to the closing mid-market price of 1.05 pence per Ordinary Share on 28 September 2011, being the last dealing day prior to the posting of this document.

 

Pursuant to the terms of the Placing Agreement, WHI, as agent for the Company, has agreed to use reasonable endeavours to procure subscribers for the Firm Placing Shares at the Placing Price. The obligations of WHI under the Firm Placing Agreement are conditional upon, inter alia, First Admission becoming effective on or before 8.00 a.m. on 30 September 2011 (or such later time and date as the parties may agree, not being later than 8.00 a.m. on 14 October 2011). The Placing Agreement contains provisions entitling WHI to terminate the Placing Agreement at any time prior to the First Admission in certain circumstances. If this right is exercised before First Admission neither of the Placings will proceed.

 

All the Ordinary Shares in the Conditional Placing are being placed with Mike Lord, a director of the Company.

 

In consideration for arranging the Firm Placing, WHI will be entitled to a commission on the value of those Ordinary Shares placed by WHI on behalf of the Company. WHI has agreed that this commission, all outstanding accrued fees and its annual retainer for the next 12 months shall all be satisfied by the issue of 9,957,102 new Ordinary Shares at the Placing Price. In addition the Company has agreed to satisfy certain outstanding fees due to Frank Tiller and Simon Lane by way of the issue of new Ordinary Shares (together, such new Ordinary Shares to be issued to WHI, Frank Tiller and Simon Lane, "Consideration Shares"). In aggregate the number of Consideration Shares being issued is 14,207,102 and will be admitted alongside the Conditional Placing Shares.

 

Immediately following Second Admission the New Ordinary Shares will represent approximately 30.91 per cent. of the Company's Enlarged Share Capital.

 

The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. It is expected that CREST accounts will be credited with entitlements to Placing Shares as soon as practicable after 8.00 a.m. on the day of First Admission or Second Admission (as the case may be) and that share certificates (where applicable) will be despatched as soon as practicable after First and Second Admission.

 

Convertible Loan Note

 

The Company has an outstanding debt amounting to approximately £800,000 owed to one of its suppliers. The Company has agreed that £150,000 of this debt will be repaid and the balance of approximately £650,000 will be satisfied by the issue of a convertible loan note ("Convertible Loan Note"). The Convertible Loan Note will carry a coupon of three per cent. per annum. It will be repayable at a rate of £30,000 per month. The Company may redeem the Convertible Loan Note at any time. After 12 months the noteholder may opt to convert the outstanding balance due on the Convertible Loan Note into Ordinary Shares. The conversion price will be calculated as the average closing middle market price of the Ordinary Shares for the 30 days prior to the receipt of the conversion notice.

 

The issue of the Convertible Loan Note is deemed by the Act to be an issue of Ordinary Shares for cash. Following the allotment of the Firm Placing Shares the Directors do not have sufficient authority under section 571 of the Act to issue the Convertible Loan Note. The Company is seeking authority for the issue of the Convertible Loan Note via the Resolution to be proposed at the General Meeting.

 

Directors' interests

 

The following directors will be issued shares pursuant to the arrangements set out in this document:

 

Existing Ordinary Shares

Ordinary Shares being issued

Revised Total Holding

% of Enlarged Share Capital

John Shermer

50,000,000

-

50,000,000

13.53

John Sinclair

50,000,000

-

50,000,000

13.53

Mike Lord

17,475,000

50,000,000

67,475,000

18.26

Frank Tiller

2,900,000

3,200,000

6,100,000

1.65

Simon Lane

-

1,050,000

1,050,000

0.28

120,375,000

5,425,000

174,625,000

47.25

 

Mike Lord is a director of the Company and therefore his participation in the Conditional Placing is classified under the AIM Rules as a related party transaction as is the issue of 3,200,000 and 1,050,000 Consideration Shares to Frank Tiller and Simon Lane respectively. The independent directors of JSJS, that is the Directors excluding Mike Lord, Frank Tiller and Simon Lane, having consulted with WHI, their nominated adviser, consider that the terms of this transaction are fair and reasonable insofar as the Company's shareholders are concerned.

 

Board changes

 

In light of the recent commercial progress the Company has made and following the results of the Placings, the Board has invited Mike Lord to take up the post of Chief Executive in addition to his current role as Chairman. John Shermer, the current Chief Executive, will therefore become Managing Director. This will allow Mike Lord to assume responsibility for, inter alia, corporate affairs, leaving John Shermer free to focus fully on the commercial development of the business. These changes take place with immediate effect.

 

In view of his new role, the Board intends to award Mike Lord share options over 15,000,000 Ordinary Shares at an exercise price of 1p per share. The exercise of the options will be subject to the satisfaction of certain performance conditions.

 

Following Mike Lord's change of role the Company will have no non-executive directors. The Company will seek to make the appointment of an appropriate non-executive director in the next few months.

 

Voting rights

 

In accordance with the Disclosure and Transparency Rules (DTR 5.6.1R) the Company hereby notifies the market that immediately following First Admission its issued share capital will consist of 305,233,333 Ordinary Shares and immediately following Second Admission its issued share capital will consist of 369,440,435 Ordinary Shares. The Company does not hold any shares in treasury. Shareholders may use these figure 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.

 

All capitalised terms in this announcement are as defined in the Circular which will be available from the Company's website, www.jsjsdesigns.co.uk.

 

Contacts:

JSJS Designs Plc

www.jsjsdesigns.com

Mike Lord, CEO

+44 (0) 1902 500 562

John Shermer, Managing Director

+44 (0) 1902 500 562

WH Ireland Limited

www.wh-ireland.co.uk

Mike Coe / Marc Davies

+44 (0) 117 945 3470

Yellow Jersey PR

www.yellowjerseypr.com

Dominic Barretto

+44 (0) 7768 537 739

 

About JSJS Designs

JSJS Designs develops home automation systems to enable consumers to remotely operate everyday household appliances such as lighting, heating, air conditioning, door entry, audio, video and security. The Company is targeting the potentially significant mass market as consumers increasingly seek to "retro-fit" smart home technologies into their homes and, in the longer term, the "extra care" residential market where there is demand from the providers of such schemes to enable independent living for the elderly and physically immobile.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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