27 Jul 2010 15:15
27 July 2010
IPSO Ventures plc
("IPSO Ventures" or the "Company")
Subscription to raise £325,000
General Meeting
Board changes
Directors' view of portfolio value
Subscription to raise £325,000
IPSO Ventures, the creator of commercial value from technology, is pleased to announce that it has conditionally raised £325,000 from a group of new investors (the "Investors") through the issue of 3,000,000 new ordinary shares (the "Subscription Shares") and the payment of certain costs to advisers to the Investors through the issue 250,000 new ordinary shares ( the "Adviser Shares") at a subscription price of 10 pence per ordinary share (the "Subscription Price") (together the "Subscription"). The net cash proceeds of the Subscription, amounting to approximately £289,000, will be used by the Company for working capital purposes.
The Subscription is being executed in two tranches. The first tranche of the Subscription consists of a subscription by the Investors of 2,000,000 new ordinary shares (the "First Tranche Subscription Shares"). The first tranche of the Subscription will be effected through the Company's existing share authorities subject only to the admission of the First Tranche Subscription Shares to trading on AIM ("Admission").
The second tranche of the Subscription consists of a conditional subscription of 1,250,000 new ordinary shares (including the Adviser Shares referred to above) (the "Second Tranche Subscription Shares") by the Investors and their advisers subject to, inter alia, the Company procuring the necessary authorities (the "Subscription Resolutions") from shareholders at a general meeting of the Company (the "General Meeting") to be convened. A circular convening the General Meeting will be sent to shareholders shortly.
The First Tranche Subscription Shares will rank pari passu with the existing ordinary shares in issue and application will be made for their Admission, which is expected to occur at 8.00am on 2 August 2010. Following Admission the Company will have 15,189,210 ordinary shares in issue. The First Tranche Subscription Shares will represent approximately 13.17 per cent. of the share capital of IPSO Ventures (as enlarged by the issue of the First Tranche Subscription Shares).
The Subscription Price represents a discount of 60.0 per cent. to the closing middle market price of 25 pence per share on 26 July 2010, being the last practicable date prior to the announcement of the Subscription.
Background to the Subscription
The Company has been seeking further funding for some months as was indicated in the interim report in January 2010. The economic situation and the poor state of the UK stock market have made this difficult and the pricing of the Subscription reflects this. The Board believe that the Subscription, as outlined above, is in the best interests of the Company and its shareholders as a whole.
Board changes
As part of the terms of the Subscription, the Investors have the right to appoint two directors to the Board of the Company. John Kelly and Craig Rochford have both joined the Board as non-executive directors of the Company with immediate effect.
John Kelly was previously Chief Executive Officer and a Director of Man Investments (USA) Corp., an SEC-registered investment adviser, and Man Investments Inc., an SEC-registered broker-dealer, positions he held from February 2002 prior to his retirement in January 2008. As Chief Executive Officer, John was responsible for the day-to-day operations of both Man Investments (USA) Corp. and Man Investments Inc. John joined the Man Group in 1987 and pioneered the firm's hedge fund business in the Middle East as well as the expansion of the international regional network of the Man Group.
Craig Rochford is Managing Director of Arka Technologies Ltd and Magnetic Connection Company Limited as well as a non-executive director of a number of small technology companies. Craig is currently working with a number of companies operating in technology distribution, product design and the renewable energy sectors. He was also previously adviser to the board of Gresham House PLC from 2003 to December 2008 on their technology investments.
As part of the Subscription, John Kelly and Craig Rochford have acquired 100,000 and 133,333 of the First Tranche Subscription Shares respectively. On completion of the first tranche of the Subscription, John Kelly will be interested in 100,000 ordinary shares in the Company representing 0.66 per cent. of the enlarged share capital of the Company and Craig Rochford will be interested in 133,333 ordinary shares in the Company representing 0.88 per cent. of the enlarged share capital of the Company.
In addition, Dr. Peter Knox has agreed to step down as a non-executive director of the Company with immediate effect but will continue to be involved in the IPSO group going forward.
Further details on the appointments of John Kelly and Craig Rochford are disclosed in the appendix to this announcement.
Directors' view of the portfolio of investments
As part of the fundraising exercise the Board has considered the value of the businesses in the IPSO portfolio. In the view of the Board the portfolio has a value of c. £4.8 million (equivalent to 36 pence per existing IPSO share). This is an unaudited figure for illustration purposes only and is based on the Board's reasonable belief as of the date of this announcement.
General Meeting
In order to facilitate the issue of the Second Tranche Subscription Shares, the Company requires the approval of the Subscription Resolutions by its shareholders to, inter alia, disapply pre-emption rights. It is the intention of the Board to secure sufficient authority at the General Meeting to allow it to issue the Second Tranche Subscription Shares.
A separate shareholder resolution will also be proposed at the General Meeting to provide the directors with authority to issue up to a further 3,000,000 new ordinary shares in the Company. A circular convening the General Meeting will be sent to shareholders as soon as practicable.
The Board recommend that shareholders vote in favour of the resolutions which are to be proposed at the General Meeting, as they intend to do (and in respect of the Subscription Resolutions, irrevocably undertaken to do) in respect of their beneficial shareholdings which amount to 3,076,470 ordinary shares representing 20.3 per cent. of the issued share capital of the Company (as enlarged by the issue of the First Tranche Subscription Shares). The Company has also received irrevocable undertakings to vote in favour of the Subscription Resolutions to be proposed at the General Meeting from certain other shareholders which, together with the irrevocable undertakings referred to above, amount to 10,441,173 ordinary shares representing 68.7 per cent. of the issued share capital of the Company (as enlarged by the issue of the First Tranche Subscription Shares).
For further information, please contact:
| IPSO Ventures plc Simon Hunt, Executive Chairman Nick Rodgers, Chief Executive Officer
| Tel: 020 7921 2990 simon@ipsoventures.com nick@ipsoventures.com www.ipsoventures.com
|
| Allenby Capital Limited Nick Naylor Nick Athanas
| Tel: 020 3328 5656 n.naylor@allenbycapital.com n.athanas@allenbycapital.com
|
|
|
|
Appendix
The following information in relation to the appointments of John Michael Kelly (aged 63) and Craig Malcolm Rochford (age 40) are disclosed in accordance with paragraph (g) of Schedule 2 of the AIM Rules for Companies.
John Kelly holds or has held the following directorships or partnerships within the last five years:
Current directorships or partnerships
The Warranty Group Inc.
The Kilimanjaro Childrens Foundation
Directorships or partnerships held within the last five years
Man Investments (USA) Corp.
Man Investments Inc.
Man Investments (USA) Holding Inc.
Man Investments Holdings Inc.
Man Investments Finance Inc.
Man Investments Trading Corp.
Man Glenwood Inc.
Man Glenwood Lexington LLC
Man Glenwood Lexington Associates Portfolio LLC
Man Glenwood Lexington TEI LLC
Man Madison Inc.
Man Investments Clearing Services Corp.
E.D. & F. Man Finance LLC
Man Investments Products (USA) Corp.
MI (USA) Corp.
Man Investments Canada Corp.
The Managed Funds Association
Member of the Board of Trustees of the North Shore Country Day School
Craig Rochford holds or has held the following directorships or partnerships within the last five years:
Current directorships or partnerships
Goalhurst Limited
Arka Technologies Limited
The Invention Factory Limited
Ecoprinter Limited
The Magnetic Connection Company Limited
Dynamic Marine Data Limited
Directorships or partnerships held within the last five years
Audiogravity Holdings Limited
Audiogravity Limited
Auntiegravity Limited
Ophthalmos Limited
Quodpod Limited
Rochwood Innovations Ltd (dissolved)
Snow-Scooter Limited (dissolved)
Craig Rochford was a director of Stratton Holdings plc which went into liquidation on 9 September 2009 with a creditors shortfall of £102,732.
There is no further information that requires to be disclosed pursuant to paragraph (g) of Schedule 2 and rule 17 of the AIM Rules for Companies.
Notes for Editors
Company description:
IPSO creates commercial value from technology and its business model is entirely demand driven. It works closely with its industrial collaborators to identify the demand for new, innovative technologies and then, through its strong relationships with research institutions, sources technologies which could meet those needs. Much of this technology requires considerable further work by IPSO before it can be sold to industry as a developed product. IPSO creates businesses and provides expertise, strategic direction, human and seed capital, as well as corporate finance advice.
For industrial collaborators, IPSO provides a mechanism to identify and develop technologies which could be of significant value to their businesses, and removes the risk to them of acquiring raw, unproven and undeveloped technology.
For research institutions, IPSO provides greater certainty that their technology will find commercial success.