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Restructuring of Loan Notes and Placing

19 Dec 2012 07:00

RNS Number : 8776T
PuriCore Plc
19 December 2012
 



 

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL IT (NOR ANY PART OF IT) FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT TO DO SO.

 

19 December 2012

PuriCore plc

("PuriCore" or the "Company")

 

Restructuring of Convertible Loan Notes and

Placing

 

PuriCore (LSE: PURI), the water-based, clean technology company, today announces a restructuring of its £7.95 million in aggregate nominal amount of Convertible Loan Notes and a Placing of new Ordinary Shares to raise approximately £2.3 million:

 

·; Agreement has been reached with the requisite majority of Noteholders to vary the terms of the Company's Convertible Loan Note Instrument to enable conversion of Convertible Loan Notes at 40 pence per Ordinary Share.

 

·; Commitments to convert on these terms have been received from Noteholders representing £7.575 million (95.28 per cent.) in aggregate nominal amount of the Convertible Loan Notes; £375,000 in aggregate nominal amount of Convertible Loan Notes will remain outstanding.

 

·; Certain Noteholders have further agreed to satisfy £198,245 of interest due to them in respect of the Convertible Loan Notes for the period from 1 July 2012 to the proposed date of Conversion by the issue of Ordinary Shares at 40 pence per Ordinary Share.

 

·; Placing to raise approximately £2.3 million (before expenses) at a price of 43 pence per Ordinary Share fully underwritten by Peel Hunt.

 

·; The Variation, the Conversion, the issue of Interest Shares and the Placing are conditional upon approval of the Resolution at a General Meeting of the Company to be held on 10 January 2013.

 

Michael Ashton, Executive Chairman of PuriCore, said:

"The successful restructuring of the Convertible Loan Notes and raising of more than £2 million will significantly strengthen our balance sheet. Heading into 2013, the Directors are confident of the Company's prospects to drive sustainable growth in key business areas and to capitalise on new business development opportunities."

 

This summary should be read in conjunction with the full text of this announcement.

 

A prospectus containing details of the restructuring of Convertible Loan Notes and the Placing is expected to be posted to Shareholders shortly and will be available on the Company's website, http://investor.puricore.com/agm. A General Meeting of the Company to approve the implementation of the restructuring of Convertible Loan Notes and the proposed Placing will be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD at 4.00 p.m. on 10 January 2013.

 

Enquiries

 

PuriCore plc

Michael Ashton/Jennifer Guinan

Tel: +1.610.410.8111

Peel Hunt LLP (Sponsor, Financial Adviser and Broker)

Daniel Harris

Tel: +44 (0) 20 7418 8900

FTI Consulting

Susan Stuart/Simon Conway/Victoria Foster Mitchell

Tel: +44 (0) 20 7831 3113

 

 

About PuriCore

PuriCore is a water-based, clean technology company developing and commercialising proprietary solutions that protect people from the spread of infectious pathogens without causing harm to human health or the environment. PuriCore's antimicrobial technology and complementary products are used principally in well-established core businesses and emerging sectors of two broad markets: Health Sciences and Food & Agriculture. In the Health Sciences market, PuriCore is a leading provider of a broad suite of products and services for compliant endoscopic decontamination in NHS and private hospitals. In the US, PuriCore's Wound Care technology is used by hospitals, wound care centres, nursing homes, and home healthcare providers to treat chronic and acute wounds. The Wound Care technology also provides partnership opportunities in new Health Sciences segments including Dermatology and Animal Health. In the Food & Agriculture market both Sterilox Fresh and FloraFresh Solution provide savings to supermarket retailers in labour costs and improvements in inventory loss of fresh produce and floral products. Sterilox Fresh is also used to sanitise fresh fruits and vegetables in US and Canadian supermarkets. In addition, the Company is progressing in its research and development programmes at Oxford University on the use of its technology as an agricultural fungicide.

 

PuriCore has operations in Malvern, Pennsylvania, US, and in Stafford and Clevedon, UK.

 

To receive additional information on PuriCore, visit www.puricore.com, which does not form part of this announcement.

 

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in relation to the restructuring of the Convertible Loan Notes and the proposed Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients nor for advising any other person in relation to the restructuring of the Convertible Loan Notes and the proposed Placing or any other transaction or arrangement referred to in this announcement, apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by applicable laws and regulations.

 

The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States or to US persons unless the Ordinary Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

 

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdiction. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, any such restrictions.

 

This announcement is the sole responsibility of the Company.

 

 

Restructuring of Convertible Loan Notes and Placing

 

 

1. Introduction

 

The Company has reached agreement with certain Noteholders for the variation to the conversion terms to the Convertible Loan Note Instrument, conversion of £7,575,000 of the Convertible Loan Notes and a Placing of 5,353,488 Placing Shares to new and existing investors in the Company to raise £2,302,000 (before expenses).

 

Noteholders with an aggregate holding of 95.28 per cent. of the £7,950,000 in aggregate nominal amount of the Convertible Loan Notes issued by the Company on 14 June 2010 have agreed, conditional, inter alia, upon approval of the Resolution to be proposed at the General Meeting, to a variation of the Convertible Loan Note Instrument reducing the Conversion Price of the Convertible Loan Notes temporarily from 75 pence to 40 pence per Ordinary Share. Each of the Converting Noteholders has also agreed to convert their entire respective holdings of Convertible Loan Notes into in aggregate 18,937,500 Ordinary Shares at the reduced Conversion Price, which represents a discount of 5.88 pence to the Closing Price of 42.5 pence per Ordinary Share on 17 December 2012.

 

In addition, certain Converting Noteholders have agreed conditional, inter alia, upon approval of the Resolution that the Company's liability to pay accrued interest in respect of the period from 1 July 2012 up to Conversion, being the date of the General Meeting, will be satisfied by the issue to them of 495,613 fully-paid new Ordinary Shares at a price of 40 pence per Ordinary Share, rounded down to the nearest Ordinary Share.

 

As a result of the Conversion and the issue of the Interest Shares, Converting Noteholders will increase their holding of Ordinary Shares in the Company by 19,433,113 Ordinary Shares representing an aggregate increase of 76.83 per cent. of the Existing Ordinary Shares. To the extent that any Convertible Loan Notes are converted, they will be deemed to be repaid in the amount of the principal sum so converted.

 

The Company has also announced today that it proposes to raise a total of £2,302,000 (before expenses) by the issue of 5,353,488 Placing Shares through a placing to new and existing investors in the Company at 43 pence per Placing Share, which represents a premium of 1.18 pence to the Closing Price of 42.5 pence per Ordinary Share on 18 December 2012. The Placing has been fully underwritten by Peel Hunt.

 

Following the issue of the Conversion Shares, the Interest Shares and the Placing Shares, holders of the Existing Ordinary Shares will suffer a dilution of approximately 50.5 per cent. Application will be made for Admission of 24,786,601 New Ordinary Shares to the Official List and to the London Stock Exchange which is expected to become effective on 11 January 2013.

 

The Company has received irrevocable undertakings from certain Shareholders representing holdings of 11,843,677 Ordinary Shares being equal to approximately 46.83 per cent. of the Existing Ordinary Shares to vote in favour of the Resolution. In addition, the Directors with beneficial interests in Existing Ordinary Shares, who in aggregate hold 106,350 Ordinary Shares representing approximately 0.42 per cent. of the Existing Ordinary Shares have irrevocably undertaken to vote in favour of the Resolution. Accordingly, in aggregate, irrevocable undertakings have been received in respect of 11,950,027 Ordinary Shares representing 47.25 per cent. of the Existing Ordinary Shares to vote in favour of the Resolution.

 

2. Description of the Group

 

PuriCore is a water-based, clean technology company developing and commercialising proprietary solutions that protect people from the spread of infectious pathogens without causing harm to human health or the environment. PuriCore's antimicrobial technology and complementary products are used principally in well-established core businesses and emerging sectors of two broad markets: Health Sciences and Food & Agriculture.

 

In the Health Sciences market, PuriCore is a leading provider of a broad suite of products and services for compliant endoscopic decontamination in NHS and private hospitals. In the US, PuriCore's Wound Care technology is used by hospitals, wound care centres, nursing homes, and home healthcare providers to treat chronic and acute wounds. The Wound Care technology also provides partnership opportunities in new Health Sciences segments including Dermatology and Animal Health.

 

In the Food & Agriculture market both Sterilox Fresh and FloraFresh Solution provide savings to supermarket retailers in labour costs and improvements in inventory loss of fresh produce and floral products. Sterilox Fresh is also used to sanitise fresh fruits and vegetables in US and Canadian supermarkets. In addition, the Company is progressing in its research and development programmes at Oxford University on the use of its technology as an agricultural fungicide.

 

3. Current Trading and Prospects

 

Business Report

Sales for the Group increased 29 per cent. (30 per cent. at constant currency) to US$36.4 million in the first three quarters of 2012 (2011: US$28.3 million). Gross cash at period end was US$3.2 million.

 

Food & Agriculture

Continued robust sales in the Supermarket Retail business increased revenues 45 per cent. to US$17.7 million (2011: US$12.2 million). In October, the Company announced two new sales agreements. The first agreement is valued at approximately US$7 million over four years with an existing customer, a top-five US supermarket retailer, to implement and use PuriCore's new formulation of FloraFresh. The second agreement is valued at approximately US$2 million with a long-standing US regional supermarket customer for the capital sales of new systems to be shipped before the end of 2012. As at 30 September 2012, the Company had captured approximately 21 per cent. of the target market stores in the US and Canada.

 

Also in October, the Company announced further positive results from its ActiVita Agriculture programme. Testing and analysis carried out in conjunction with The University of Oxford Department of Plant Sciences continues to demonstrate ActiVita's potential as a potent broad-spectrum antifungal agent. Research is ongoing, and the Company plans to enter into discussions with potential commercialisation partners.

 

In November, the Company announced that it had signed a marketing and distribution partnership agreement with Lohas Products GmbH. PuriCore will provide technical and scientific knowledge in the development and commercialisation of new applications, and Lohas will have an exclusive licence to market and distribute the applications in certain markets and territories (exclusive of the US and UK). These new potential applications include but are not limited to the use of PuriCore's technology for seafood production, water treatment in restaurants, and livestock husbandry. Collaboration on marketing plans and application development will be ongoing in 2013 with revenue generation expected no later than 2014.

 

Health Sciences

In the Endoscopy business, strong recurring revenue streams contributed to the division's sales increase of 11 per cent. (14 per cent. at constant currency) to US$17.3 million for the year to date (2011: US$15.6 million). PuriCore increased recurring revenues by 5.6 per cent. (8.1 per cent. at constant currency), which now account for 77 per cent. of division sales. This increase was achieved by driving additional revenues from new service contracts with existing customers coming into effect, offering of private-labelled chemistries, service contract price increases for some of the legacy products, and the new catalogue of surgical consumables.

 

In the Wound Care business, organic and distribution revenues increased significantly by 204 per cent. To US$1.3 million (2011: US$0.4 million). In addition, the Company is pursuing new business development opportunities in new geographies and other Health Sciences market segments. The Company will announce details of these partnerships in due course.

 

4. Proposed Variation and Conversion of Convertible Loan Notes and issue of Interest Shares

 

On 14 June 2010 the Company issued a total of £7.95 million in aggregate nominal amount of Convertible Loan Notes following approval by Shareholders at a general meeting of the Company.

 

The full amount of the Convertible Loan Notes remains outstanding.

 

The principal terms of the Convertible Loan Notes are as follows:

 

·; The aggregate nominal amount of the Convertible Loan Notes is £7.95 million.

·; The Convertible Loan Notes are repayable by the Company on 31 December 2013 unless any of the Convertible Loan Notes have previously been converted at the option of the Noteholders. On 13 December 2011 the Repayment Date was extended from 31 December 2011 to 31 December 2013 following agreement between the Company and the requisite majority of Noteholders.

 

·; The Convertible Loan Notes are convertible into Ordinary Shares at a price of 75 pence per Ordinary Share. As at 18 December 2012, the Closing Price of the Ordinary Shares was 42.5 pence per Ordinary Share.

 

·; The Convertible Loan Notes are secured over certain intellectual property owned by the Group.

 

·; The Convertible Loan Notes accrue interest at 6.0 per cent. per annum, payable on 30 June and 31 December in each year.

 

·; Variation of the terms of the Convertible Loan Notes requires agreement from Noteholders holding not less than 75 per cent. in aggregate nominal amount of the Convertible Loan Notes.

 

The Company does not currently have, and does not expect to have, the cash resources on the Repayment Date to satisfy notices from Noteholders for the full repayment of the Convertible Loan Notes. Accordingly, the existence of the Convertible Loan Notes and the ongoing risk faced by the Company of a potential insolvency event on the Repayment Date, has had a serious adverse impact on the Company and its business. In fact, at the time of the extension of the Repayment Date from 31 December 2011 to 31 December 2013, the Board announced on 13 December 2011 that it was considering renegotiating the Conversion Price to reflect market conditions and provide an incentive for early conversion. It was also announced that an issue of new equity might be undertaken in conjunction with such renegotiation.

 

On 18 December 2012, Noteholders with an aggregate holding of £7,575,000 of Convertible Loan Notes and representing 95.28 per cent. of the aggregate nominal amount of the Convertible Loan Notes and thereby representing the requisite majority under the terms of the Convertible Loan Note Instrument approved a variation of its terms reducing the Conversion Price temporarily, conditional, inter alia, on the approval of the Resolution, from 75 pence per Ordinary Share to 40 pence per Ordinary Share. At the same time, and conditional upon the Variation becoming effective, all such Converting Noteholders agreed conditional on the approval of the Resolution to convert their entire respective holdings of Convertible Loan Notes into Ordinary Shares at 40 pence per Ordinary Share. The period for election by Noteholders in relation to the Variation, the Conversion and the issue of Interest Shares was temporary and it expired on 14 December 2012. Those Noteholders that had not so elected by such date are still entitled to convert their Convertible Loan Notes under the terms of the Convertible Loan Note Instrument but at the higher Conversion Price of 75 pence.

 

In addition, certain Converting Noteholders with holdings of an aggregate nominal amount of £6,265,000 of Convertible Loan Notes have agreed, conditional, inter alia, upon the approval of the Resolution, that the Company's liability to pay accrued interest on their holding of Convertible Loan Notes amounting to £198,245 in aggregate in respect of the period from 1 July 2012 up to Conversion, being the date of the General Meeting, will be satisfied by the issue to them of 495,613 fully-paid new Ordinary Shares at a price of 40 pence per Ordinary Share, rounded down to the nearest Ordinary Share. The Interest Shares are expected to be issued at the same time as the Placing Shares and the Conversion Shares under the authority granted by the Resolution.

 

Since the Conversion and the issue of the Interest Shares will result in the issue of a significant number of Ordinary Shares, the Variation and Conversion are conditional upon Shareholder approval granting the Directors authority to allot the Conversion Shares and the Interest Shares, and the disapplication of statutory pre-emption rights in relation thereto.

 

Noteholders who have agreed to the Variation and the Conversion include James Walsh and William Birkett, who are also Directors of the Company and holders of an aggregate nominal amount of £50,000 and £15,000 respectively of the Convertible Loan Notes. Following the Conversion and issue of Interest Shares, Dr. Walsh and Mr. Birkett will be issued respectively with 128,955 Ordinary Shares and 38,686 Ordinary Shares. Following the issue of the Ordinary Shares, Dr. Walsh and Mr. Birkett will respectively hold 138,955 and 92,686 Ordinary Shares, together representing 0.46 per cent. of the Enlarged Share Capital.

 

5. Details of the Placing and Use of Proceeds

 

The Company also announces that it has conditionally raised approximately £1,632,000, net of expenses, through the Placing of 5,353,488 Placing Shares at the price of 43 pence per Ordinary Share from new and existing investors in the Company representing a premium of 1.18 per cent. to the Closing Price of 42.5 pence per Ordinary Share on 18 December 2012. The Placing has been fully underwritten by Peel Hunt under the Placing and Underwriting Agreement.

 

The Placing is conditional upon approval of the Resolution by the Shareholders at the General Meeting and Admission becoming effective in respect of the Placing Shares by not later than 8.00 a.m. on 7 February 2013. The Placing Shares will, upon Admission, rank pari passu in all respects with the Existing Ordinary Shares.

 

The net proceeds of the Placing, amounting to £1,632,000 will be used as to £375,000 to be set aside to satisfy any unconverted Convertible Loan Notes and the balance for general working capital.

 

6. Effect of the Proposals

 

Assuming no further exercise of options under the Company's share schemes and/ or issues of Ordinary Shares pursuant to the exercise of outstanding Warrants takes place, the Conversion and the issue of Interest Shares will result in an increase in the share capital of the Company by 19,433,113 Ordinary Shares representing 76.83 per cent. of the Existing Ordinary Shares and the Placing will result in the issue of 5,353,488 Ordinary Shares representing 21.17 per cent. of the Existing Ordinary Shares. In aggregate, therefore, the issue of the Conversion Shares, the Interest Shares and the Placing Shares will increase the existing share capital by 24,786,601 new Ordinary Shares representing approximately 98 per cent. of the Existing Ordinary Shares and resulting in an enlarged share capital of 50,078,765 Ordinary Shares.

 

Following the issue of the New Ordinary Shares, Shareholders who are not participating in the Placing and/or are not converting their Convertible Loan Notes will suffer an immediate dilution of approximately 50.5 per cent. to their interests in the Company.

 

The issue of the Conversion Shares will satisfy the repayment of £7,575,000 of the Convertible Loan Notes. This will have the immediate beneficial impact of extinguishing a significant amount of debt from the balance sheet of the Company and therefore significantly reduce the risk of insolvency identified above otherwise faced by the Company on the Repayment Date if all, or a substantial number in aggregate nominal amount of, the Convertible Loan Notes remain outstanding at that date.

 

There will, however, remain in issue a total of £375,000 in aggregate nominal amount of Convertible Loan Notes which are convertible at 75 pence per Ordinary Share or repayable on the Repayment Date.

 

Interest due on Convertible Loan Notes which are converted amounting to approximately £454,500 per annum will no longer be payable. The Company will, however, still be required to pay interest at 6.0 per cent. per annum on £375,000 in aggregate nominal amount, which represents the unconverted Convertible Loan Notes.

 

The extinguishment of a significant amount of debt is expected to have several other positive effects on the on-going business and operations of PuriCore. Firstly, it will likely provide easier access to other sources of debt for activities such as future acquisitions, funding market expansion, research and new product development. Reducing the interest payments which the Company would have paid on unconverted Convertible Loan Notes in 2013 will also free those resources up for other types of investment. In addition, an improvement in the Company's credit rating should allow the Company to negotiate more favourable credit terms from vendors and other lenders as well as enhancing the Company's reputation and standing with customers.

 

Financial effect of the Proposals on a Pro Forma basis

The Conversion and the issue of Interest Shares will reduce PuriCore's liabilities and borrowings by £7,773,245 and will increase PuriCore's existing share capital by £7,773,245, comprising a £1,943,311 increase in the nominal share capital of the Company and a £5,829,934 increase in share premium.

 

The issue of the Placing Shares will increase PuriCore's cash and cash equivalents by £2,302,000 and will increase PuriCore's existing share capital by £2,302,000, comprising a £535,349 increase in the nominal share capital of the Company and a £1,766,651 increase in share premium.

 

The aggregate impact of the Conversion, the issue of Interest Shares and the Placing will be to increase

PuriCore's net assets by £10,075,245.

 

7. Dividend Policy

 

The New Ordinary Shares will rank for all dividends and other distributions (if any) declared, paid or made by PuriCore following Admission. No dividends have been paid to date, and for the foreseeable future the Group intends to retain all available funds and any future earnings to fund the growth and needs of the Group.

 

8. Working Capital

 

The Company does not have sufficient working capital for its present requirements, that is for the next 12 months from the date of this announcement.

 

The Company has in issue £7.95 million in aggregate nominal amount of the Convertible Loan Notes which are due and payable on 31 December 2013, if not previously converted in whole or in part by Noteholders, at the option of the Noteholders. The Company will therefore on 31 December 2013 have a maximum cash shortfall equal to £7.95 million, being the aggregate nominal amount of the outstanding Convertible Loan Notes on such date (the "Shortfall").

 

The Company does not expect to be in a position to satisfy a request for repayment by all or a substantial number of the Noteholders in which event the Company may enter into administration.

 

In the event the Company does enter into administration, the Directors would no longer manage the affairs of the Company or the realisation of its assets. As a result of entering into administration, the Ordinary Shares would be cancelled from the Official List and Shareholders may receive little or no value for their Ordinary Shares.

 

In order to address the Shortfall, the Company has secured agreement with certain Noteholders for the variation to the conversion terms of the Convertible Loan Note Instrument and conversion of £7,575,000 in aggregate nominal amount of the Convertible Loan Notes and thereby satisfying in aggregate 95.28 per cent. of the Shortfall. The remaining £375,000 of unconverted Convertible Loan Notes, to the extent unconverted by 31 December 2013, and to the extent an election is made on such date to require repayment, will be satisfied out of the net proceeds of the Placing.

 

In order to implement the Variation, the Conversion and the Placing, a General Meeting of Shareholders is being convened to approve the Resolution. The Variation, Conversion, issue of Interest Shares and the Placing are conditional upon the passing of the Resolution. If Shareholders do not vote in favour of the Resolution, the Variation, the Conversion and the Placing will not proceed and the Loan Notes will remain in issue.

 

Irrevocable undertakings to vote in favour of the Resolution have been received in respect of 11,950,027 Ordinary Shares representing 47.25 per cent. of the Existing Ordinary Shares. The Directors are therefore confident that the Resolution will be approved at the General Meeting.

 

In the event that the Resolution is not approved, then, during the period prior to the Repayment Date of the Convertible Loan Notes, being 31 December 2013, the Company would consider the following options to address the Shortfall:

 

(a) The Company would seek alternative financing arrangements to wholly or partly replace the Convertible Loan Notes with new debt or raise equity to satisfy the requirement for repayment of the aggregate nominal amount of the Convertible Loan Notes on 31 December 2013. Whilst the Company has been in discussions in relation to such refinancing options, these discussions are at a very preliminary stage and the Directors cannot be confident that any of these options will successfully result in a refinancing of the Convertible Loan Notes either by 31 December 2013 or on terms that are acceptable to the Company.

 

(b) The Company would seek to agree with Noteholders a further deferral of the repayment date for the Convertible Loan Notes as occurred previously and which was announced on 13 December 2011. Given the Company has been focused on the Proposals and that the date for repayment remains more than 12 months in the future, the Company has not entered into any discussions with Noteholders and therefore the Directors cannot be confident that such an option will be achievable or on terms acceptable to the Company.

 

(c) The Company would seek to dispose of one or more of its businesses, in particular its UK Endoscopy business. Although the Company has received a preliminary and informal approach to buy this business, the Directors cannot be confident that any offers for the business will materialise, that any such offers will be on terms acceptable to the Company or that any will be sufficient to cover the Shortfall.

 

If the Resolution is approved, inter alia, the Conversion will take place and the Company will not be required to repay the aggregate nominal amount of any Convertible Loan Notes so converted. In addition, the Placing will take place if the Resolution is approved.

 

 

Expected Timetable of Principal Events

 

Despatch of Prospectus and Forms of Proxy

 

19 December 2012

 

Latest time and date for receipt of Forms of Proxy

 

4.00 p.m. on 8 January 2013

 

General Meeting

 

4.00 p.m. on 10 January 2013

 

Admission and commencement of dealings in the New Ordinary Shares

 

11 January 2013

 

The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this announcement may be adjusted by PuriCore in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange and, where appropriate, to Shareholders.

 

All references to time in this announcement are to London time.

 

Definitions

 

The following definitions apply throughout this announcement unless the context requires otherwise:

 

"Admission"

admission of the New Ordinary Shares to: (i) the Official List; and (ii) trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards

"Board" or "Directors"

the directors of PuriCore

"Closing Price"

the closing price of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange

"Conversion"

the conversion of Convertible Loan Notes to Conversion Shares

"Conversion Price"

the price at which the Convertible Loan Notes can be converted to Ordinary Shares

"Conversion Shares"

the new Ordinary Shares to be issued upon the exercise of conversion rights by Converting Noteholders under the Convertible Loan Note Instrument

"Convertible Loan Notes"

the secured convertible loan notes of the Company due 31 December 2013 constituted by the Convertible Loan Note Instrument

"Converting Noteholders"

those Noteholders that elect to convert their Convertible Loan Notes into Conversion Shares at a Conversion Price of 40 pence per Ordinary Share pursuant to the Convertible Loan Note Commitment Letters

"Convertible Loan Note Instrument"

the instrument of the Company constituting the Convertible Loan Notes as conditionally amended by written resolutions signed by Noteholders holding not less than 75 per cent. in nominal amount of the outstanding Convertible Loan Notes

"Director"

a director of the Company

"Existing Ordinary Shares"

the Ordinary Shares of 10 pence each in the capital of the Company in issue at the date of this announcement

"General Meeting"

the general meeting of the Company to be held at 4.00 p.m. on 10 January 2013

"Group"

the Company, its subsidiaries and its subsidiary undertakings

"Interest Shares"

the 495,613 new Ordinary Shares to be issued to certain Converting Noteholders in satisfaction of the Company's liability to pay accrued interest to those Converting Noteholders in respect of the period from 1 July 2012 up to Conversion at a price of 40 pence per Ordinary Share, rounded down to the nearest Ordinary Share

"Listing Rules"

the listing rules of the UK Listing Authority

"London Stock Exchange"

London Stock Exchange plc

"New Ordinary Shares"

the Conversion Shares, the Interest Shares and the Placing Shares

"NHS"

the National Health Service in the United Kingdom

"Noteholders"

the holders of the Convertible Loan Notes

"Official List"

the Official List of the Financial Services Authority

"Ordinary Shares" or "Shares"

ordinary shares of 10 pence each in the capital of the Company

"Peel Hunt"

Peel Hunt LLP

"Placing"

the conditional placing of the Placing Shares by Peel Hunt on behalf of the Company pursuant to the terms and conditions of the Placing and Underwriting Agreement

"Placing and Underwriting Agreement"

the agreement between PuriCore and Peel Hunt dated 19 December 2012

"Placing Shares"

the 5,353,488 new Ordinary Shares which have been conditionally placed firm by Peel Hunt pursuant to the Placing and Underwriting Agreement

"Proposals"

the proposed Variation, Conversion, issue of Interest Shares and the Placing

"Repayment Date"

the date on which the Company is required at the election of the Noteholders to repay the Convertible Loan Notes, being 31 December 2013

"Resolution"

the resolution to be proposed as a special resolution at the General Meeting

"Shareholders"

holders of Ordinary Shares

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority" or "UKLA"

the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

"Variation"

the proposed variation to the Convertible Loan Notes providing for a conversion price of 40 pence per Ordinary Share for a Conversion taking place pursuant to a conversion notice dated on or prior to 14 December 2012, and a conversion price of 75 pence per Ordinary Share for a Conversion taking place pursuant to a conversion notice dated after 14 December 2012

"Warrants"

warrants to subscribe for Ordinary Shares

"US$", $, "dollar" or "US dollar"

the lawful currency of the United States

"£" "Sterling", "pounds", "pounds sterling", "p" or "pence"

the lawful currency of the United Kingdom

 

Unless otherwise stated, all times referred to in this announcement are references to the time in London.

 

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This information is provided by RNS
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END
 
 
MSCUKVNRUSAUARA
Date   Source Headline
26th Mar 20197:00 amRNSCancellation of AIM Listing
25th Mar 20194:40 pmRNSSecond Price Monitoring Extn
25th Mar 20194:35 pmRNSPrice Monitoring Extension
20th Mar 201911:12 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
18th Mar 201910:31 amRNSForm 8.5 (EPT/RI) Earthport Plc
18th Mar 201910:30 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
15th Mar 20192:35 pmRNSResult of General Meeting
15th Mar 201910:09 amRNSForm 8.5 (EPT/RI) - Realm Therapeutics Plc
14th Mar 201911:01 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
13th Mar 201910:48 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
12th Mar 201911:53 amRNSForm 8.3 - Realm Therapeutics PLC
12th Mar 201910:07 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
11th Mar 201910:30 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
8th Mar 201911:30 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
7th Mar 201911:16 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
6th Mar 20199:33 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
5th Mar 20199:32 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
4th Mar 201911:41 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
1st Mar 201910:07 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
28th Feb 201911:14 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
27th Feb 20194:58 pmRNSForm 8.3 - Realm Therapeutics
27th Feb 20194:41 pmRNSSecond Price Monitoring Extn
27th Feb 20194:36 pmRNSPrice Monitoring Extension
27th Feb 201911:01 amGNWInvesco Ltd.: Form 8.3 - Realm Therapeutics PLC
26th Feb 201910:01 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
25th Feb 201910:08 amRNSForm 8.5 (EPT/RI) - Realm Therapeutics Plc
22nd Feb 201911:36 amGNWInvesco Ltd.: Form 8.3 - Realm Therapeutics PLC
22nd Feb 201910:02 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
21st Feb 20194:34 pmRNSForm 8.3 - Realm Therapeutics plc
21st Feb 20194:26 pmRNSHolding(s) in Company
21st Feb 20194:26 pmRNSHolding(s) in Company
21st Feb 201912:36 pmGNWInvesco Ltd.: Form 8.3 - Realm Therapeutics Plc
21st Feb 20199:59 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
20th Feb 201910:33 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
19th Feb 20192:05 pmRNSSecond Price Monitoring Extn
19th Feb 20192:00 pmRNSPrice Monitoring Extension
19th Feb 20199:33 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
18th Feb 20199:25 amRNSForm 8.5 (EPT/RI)Realm Therapeutics
18th Feb 20199:05 amRNSSecond Price Monitoring Extn
18th Feb 20199:00 amRNSPrice Monitoring Extension
18th Feb 20197:00 amRNSBlock listing Interim Review
18th Feb 20197:00 amRNSUpdate on Strategic Review Re-release
15th Feb 20196:20 pmRNSUpdate on Strategic Review
15th Feb 20199:22 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
13th Feb 201910:01 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
11th Feb 201910:01 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
7th Feb 20199:48 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
6th Feb 201910:48 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
5th Feb 20199:26 amRNSForm 8.5 (EPT/RI) Realm Therapeutics
4th Feb 201911:23 amRNSForm 8.5 (EPT/RI) Realm Therapeutics

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