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Placing, Open Offer & Loan Conversion

7 Jun 2010 16:17

RNS Number : 1948N
Proteome Sciences PLC
07 June 2010
 



Proteome Sciences plc

("Proteome Sciences" or "the Company")

 

PROPOSED PLACING AND OPEN OFFER TO RAISE UP TO £6.9 MILLION AND CONVERSION OF PART OF THE CHIEF EXECUTIVE'S LOAN

 

·; Placing to raise £4.8 million before expenses from existing and new shareholders

·; Open Offer to raise up to £2.07 million before expenses from existing Shareholders

·; Conversion of £5 million of the Chief Executive's loan

 

 

7 June 2010 - Proteome Sciences plc ("Proteome Sciences") is pleased to announce that it has conditionally placed 24,050,000, new ordinary shares of 1 pence ("New Ordinary Shares") to raise £4.8 million before expenses with new and existing investors (the "Placing"). In addition, the Company is looking to raise up to a further £2.07million before expenses through an open offer of up to 10,350,000 New Ordinary Shares to existing shareholders (the "Open Offer"). The New Ordinary Shares are issued at 20 pence per share (the "Placing Price") representing a discount of approximately 28 per cent to the closing price of 27.75 pence per share on 4 June 2010.

 

Highlights

 

The Placing and Open Offer are intended to:

 

·; Provide Proteome Sciences with financial resources that will see the Company through to breakeven/profitability

·; Enable capital investment in equipment for the Company's PS Biomarker Services division

·; Finance further development of MS assays for Proteome's proprietary biomarkers with TMT-SRM

 

Summary

 

Singer Capital Markets as broker and adviser to the Company has on behalf of the Company conditionally placed 24,050,000 million New Ordinary Shares with institutional investors at a price of 20 pence per New Ordinary Share to raise £4.8 million before expenses.

 

In conjunction with the Placing, the Board also announces details of the Open Offer to existing shareholders who qualify to receive it, that may raise up to a further £2.1 million through the issue of up to 10,350,000 New Ordinary Shares at 20 pence each.

 

In addition, the Board announces that Christopher Pearce, the Chief Executive, has agreed to convert £5 million of his £10 million loan to the Company (the "Loan") into new ordinary shares at the Placing Price (the "Loan Conversion") subject to the Company obtaining the required shareholder approvals, at the Company's annual general meeting, and also to novate the Loan to its main trading subsidiary, Electrophoretics Limited, which will assume the Company's payment obligations in respect of the Loan (plus interested at 2.5% above the base rate of Barclay's Bank plc) (the "Loan Novation"). The Company will guarantee the subsidiary's payment obligations under the Loan and the existing security which the Company granted in favour of Christopher Pearce in respect of the Loan will remain in place. The Loan will continue to be convertible into new ordinary shares in the capital of the Company in accordance with the terms of the original Loan agreements.

 

The independent directors (the full board excluding Mr Pearce) of Proteome Sciences, having consulted with Singer Capital Markets, consider that the terms of the Loan Novation and Loan Conversion are fair and reasonable insofar as the shareholders of Proteome Sciences are concerned.

 

Steve Harris, Chairman of Proteome Sciences said, "The Board is delighted with the support we have received from both new and existing shareholders that transforms the balance sheet. This financing supports the key activities of the Company and provides for additional capital expenditure."

 

A Circular, providing Shareholders with information about the background to and reasons for the Placing, Open Offer and Loan Conversion will be sent to Shareholders. Defined terms in this announcement have the same meaning as in the Circular that will be posted to Shareholders.

 

Application will be made to AIM, a market of the London Stock Exchange plc, for admission to take place on 18 June 2010. The New Ordinary Shares will, when issued, rank pari passu in all respects with the existing ordinary shares.

- ENDS -

 

For further information please contact:

 

Proteome Sciences plc

www.proteomics.com Tel: +44 (0)1932 865065

Christopher Pearce, Chief Executive christopher.pearce@proteomics.com 

James Malthouse, Finance Director james.malthouse@proteomics.com 

Dr. Ian Pike, Chief Operating Officer ian.pike@proteomics.com 

 

Nominated Adviser

Singer Capital Markets Limited

Shaun Dobson/Claes Spång

Tel: +44 (0)20 3205 7500

 

Public Relations

IKON Associates Redleaf Communications Limited

Adrian Shaw Anna Dunkin/Lucy Salaman

Tel: +44 (0)1483 535102 Tel: +44 (0)20 7566 6700

Mobile: +44 (0)7979 900733 Email: proteome@redleafpr.com 

Email: adrian@ikonassociates.com

 

 

Forward Looking Statement

 

This document contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates", "intends", "plans", "seeks", "believes", "estimates", "expects" and similar references to future periods, or by the inclusion of forecasts or projections.

 

Forward-looking statements are based on the Company's current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements. The Company cautions you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements and regional, national, global political, economic, business, competitive, market and regulatory conditions.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IOELLFLERRIDIII
Date   Source Headline
30th Jul 20084:35 pmRNSPrice Monitoring Extension
28th Jul 20081:58 pmPRNResult of AGM and Update
2nd Jul 20083:42 pmPRNNotifiable Interest
27th Jun 20089:50 amPRNAnnual Report and Accounts
24th Jun 20087:05 amPRNLoan Agreement
24th Jun 20087:00 amPRNFinal Results
12th Jun 20087:00 amPRNNotice of Allowance for US Patent
20th May 20082:43 pmPRNHolding(s) in Company
8th May 20087:00 amPRNSENS-IT-IV Framework 6 EU Grant Award
25th Apr 20082:30 pmPRNBlocklisting - Interim Review
17th Apr 200810:28 amPRNTotal Voting Rights
1st Apr 20083:20 pmPRNHolding(s) in Company
20th Mar 200812:22 pmPRNTMT Patent Update
13th Mar 20082:55 pmPRNHolding(s) in Company
13th Mar 20082:52 pmPRNHolding(s) in Company
20th Feb 20082:26 pmPRNHolding(s) in Company
18th Feb 200812:25 pmPRNHolding(s) in Company
14th Feb 20085:45 pmPRNHolding(s) in Company
13th Feb 20083:04 pmPRNHolding(s) in Company
5th Feb 20088:36 amPRNStatement re Share Price Movement
23rd Jan 20084:21 pmPRNHolding(s) in Company
18th Jan 20083:53 pmPRNHolding(s) in Company
21st Dec 20077:00 amPRNCurrent Trading
20th Nov 20075:24 pmPRNNotifiable Interests
20th Nov 20075:01 pmPRNNotifiable Interest
19th Nov 20074:33 pmPRNNotifiable Interest (TR-1)
13th Nov 20075:38 pmPRNStatement re Issuance of US Patent
5th Nov 20073:57 pmPRNNotifiable Interest
31st Oct 20077:00 amPRNBlocklisting - Interim Review
10th Oct 20073:31 pmPRNNotifiable Interest
8th Oct 20072:34 pmPRNStatement regarding mailing of interim report
2nd Oct 20074:28 pmPRNDirectorate Change
28th Sep 20078:00 amPRNInterim Results
21st Sep 20079:54 amPRNPress Release re Intronn Inc.
6th Sep 20074:27 pmPRNNotifiable Interest
17th Aug 20076:15 pmPRNAIM Rule 26 & Adviser Name
30th Jul 20077:00 amPRNStatement re US Patent Allowed
25th Jul 200712:03 pmPRNDirector's Dealing
12th Jul 20072:58 pmPRNNotifiable Interest
2nd Jul 20074:59 pmPRNDirector/PDMR Shareholding
29th Jun 20078:15 amPRNFurther Loan Agreement
29th Jun 20078:00 amPRNFinal Results
22nd May 20073:50 pmPRNNotifiable Interest
15th May 200711:38 amPRNGrant of European Patent
14th May 200711:40 amPRNNotifiable Interest
10th May 20075:03 pmPRNNotifiable Interest
8th May 20078:30 amPRNNotice of Allowance of TMT1 Patent in Canada
25th Apr 20073:32 pmPRNBlocklisting - Interim Review
20th Apr 200711:03 amPRNDirector's Dealings
19th Apr 20072:26 pmPRNNotifiable Interest

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