Last checked at 27 Feb 2009 15:55
27 February 2009
AEC Education plc
("AEC" or the "Company")
Notice of General Meeting and Proposed Placing
General Meeting
The board of AEC confirms that AEC has today dispatched a circular to shareholders convening a general meeting to be held at the offices of WH Ireland Limited at 24 Martin Lane, London EC4R 0DR on 16 March 2009 at 10.00a.m. (the "General Meeting") at which resolutions will be proposed:
| 1. | authorising the Directors to allot: (i) ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") up to an aggregate nominal value of £2,000,000 for the purposes of a proposed placing (the "Placing"); and (ii) generally to allot relevant securities of up to a further £2,000,000 in nominal value; and |
| 2. | disapplying shareholders' statutory pre-emption rights, inter alia, for the purposes of the Placing up to an aggregate nominal value of £2,000,000 and to grant a further authority to allot equity securities for cash on a non-pre-emptive basis up to an aggregate nominal value of £190,000 (representing approximately five per cent. of the share capital of the Company following the Placing and assuming the maximum number of Placing Shares are issued pursuant to the Placing). |
A copy of the circular will shortly be available from the Company's website www.aeceducationplc.co.uk.
Background to and reasons for the Placing
The Company is proposing to raise up to £2,400,000, before expenses by the issue of up to 20,000,000 Ordinary Shares (the "Placing Shares") at 12 pence per Placing Share (the "Placing Price"). The net proceeds from the Placing, together with other sources of finance, will be used to finance potential acquisition opportunities.
Asian training markets are growing rapidly and are very accepting of Western based qualifications. The Company is looking to utilise its position within the Asian training market to capture additional growth and benefit from further upside offered by well chosen acquisition targets.
The Directors consider the UK to be a strategically important market with which to enhance the Company's growth opportunities. The Company is currently looking at potential UK acquisition targets which offer complementary training solutions to its existing Far Eastern operations.
Terms of the Placing
WH Ireland Limited, the Company's Nominated Adviser and Broker, has conditionally agreed to use its reasonable endeavours to place the Placing Shares at the Placing Price. As at 26 February 2009, WH Ireland Limited had received firm commitments from Shareholders and third party investors to subscribe for 5,697,100 Placing Shares at an aggregate subscription price of £683,652.00. The total proceeds of the Placing, before expenses, assuming the maximum number of Placing Shares are issued pursuant to the Placing, will be £2,400,000. The Placing is conditional upon, inter alia, the passing of the resolutions being proposed at the General Meeting and the admission of the Placing Shares to trading on AIM becoming effective.
Following the Placing and on the assumption that the maximum number of Placing Shares are issued pursuant to the Placing, the Company will have 38,008,738 Ordinary Shares in issue and a market capitalisation of approximately £4,561,049 at the Placing Price and the Placing Shares will represent 52.6 per cent. of the issued share capital of the Company following the Placing. The Placing Price of 12 pence represents a discount of 41.5 per cent. to the closing middle market price of 20.5 pence per Ordinary Share at the close of business on Thursday, 26 February 2009.
Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. It is anticipated that admission will occur on Tuesday, 17 March 2009.
The Directors consider that the Placing is in the best interests of the Company and its Shareholders as a whole and accordingly have unanimously recommended Shareholders to vote in favour of the resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings, and those of their connected persons, of 5,915,095 Ordinary Shares in aggregate representing approximately 32.85 per cent. of the current issued share capital of the Company.
For further information contact:
| AEC Education plc Liam Swords | Office: Mobile: | +44 (0) 20 8308 1202 +44 (0) 7775 787 427 |
| WH Ireland Limited David Youngman / Dan Bate | +44 (0)161 832 2174 |
General
WH Ireland Limited, which is authorised and regulated by the Financial Services Authority ("FSA"), is acting exclusively for the Company and no-one else in relation to the Placing and will not be responsible to any person other than the Company under the Financial Services and Markets Act 2000, the rules of the FSA or otherwise for providing the protections afforded to its clients or for any matter concerning the Placing or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.
Members of the public are not eligible to participate in the Placing. This announcement is for information purposes only and does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or acquire, any securities to any person in any jurisdiction, including without limitation in the United Kingdom the United States, Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland, Malaysia and Singapore.
The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or WH Ireland Limited that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of any province or territory of Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland nor has any prospectus in relation to the Placing Shares been lodged with or registered by the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the Securities Commission of Malaysia or the Monetary Authority of Singapore.