SuperGroup Regulatory News (SGP)

17 Mar 2006 10:58

Sanctuary Group PLC17 March 2006 NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 17 March 2006 The Sanctuary Group plc ("the Company") Result of Extraordinary General Meeting, amendments to the terms of the BMG Warrants and the Convertible Loan Notes, and directorate change At the Extraordinary General Meeting of the Company, which took place earliertoday, all of the resolutions put to shareholders in order to effect the Placingand Open Offer, the Sub-division and Consolidation, and to amend the borrowingpowers of the Company announced on 3 February 2006, were duly passed. The Placing and Open Offer and the Sub-division and Consolidation remainconditional, inter alia, upon Admission. Admission and dealings in the NewOrdinary Shares are expected to occur at 8.00 a.m. on Monday 20 March 2006.Following Admission, the number of Ordinary Shares in issue will be 222,186,643. In order to effect the Sub-division and Consolidation and as set out in theprospectus issued in connection therewith and sent to shareholders on 21February 2006 (the "Prospectus"), the Company has today issued 134 ordinaryshares of 12.5 pence each in the capital of the Company to Evolution Securitiesat a price per share of 12.5 pence. BMG Warrants With effect from Admission, the exercise price payable by Sony BMG on exerciseof the BMG Warrants will be increased from £0.35 to £70 and the maximum numberof Ordinary Shares to be issued on exercise of the BMG Warrants will be reducedfrom 3,255,653 to 16,278. Convertible Loan Notes The Company currently has outstanding £30 million of Convertible Loan Notes ofwhich £21.5 million of the principal amount of such Convertible Loan Notes arecurrently admitted to the Official List and to trading on the London StockExchange's Professional Securities Market with ISIN GB0034276179 (the "ListedConvertible Loan Notes"). With effect from Admission, £18 million of the principal amount of the ListedConvertible Loan Notes will be released and a further £4.7 million in principalamount will be repaid by the Company on Admission pro rata across the remainingListed Convertible Loan Notes and the unlisted Convertible Loan Notes, leaving£7.3 million of the Convertible Loan Notes outstanding of which £2,129,167 ofthe principal amount will be Listed Convertible Loan Notes. In addition, theconversion price payable upon conversion of the Convertible Loan Notes has beenincreased from £0.55 to £2.00 and the exercise price payable upon exercise ofthe Warrants has been increased from £0.55 to £2.00 and the number of OrdinaryShares to be issued upon exercise in full of the Warrants has been reduced from8,919,722 to 2,452,924. Directorate Change As announced on 3 February 2006 and with effect from Admission, Mike Miller,Merck Mercuriadis, Rod Smallwood, Aky Najeeb and Joe Cokell will cease to bedirectors of the Company and will be stepping down from the Company's Board toform a new Operational Board, which will also include Andy Taylor and PaulWallace. Unless the context provides otherwise, words and expressions defined in theprospectus sent to shareholders of the Company dated 21 February 2006 shall havethe same meanings in this announcement. ends For further information, please contact: Merlin 020 7653 6620Paul Downes/Rebecca Penney Evolution Securities Limited ("Evolution Securities"), which is authorised inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor the Company as sponsor, broker and underwriter in relation to the Placingand Open Offer and no-one else in connection with the arrangements described inthis announcement and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Evolution SecuritiesLimited or for advising any other person in connection with the arrangementsdescribed in this announcement. Neither the Existing Ordinary Shares nor the New Ordinary Shares have been, orwill be, registered under the United States Securities Act of 1933, as amended(the "Securities Act") or under the securities laws of any state of the UnitedStates nor do they qualify for distribution under any of the relevant securitieslaws of Canada, Australia, the Republic of South Africa or Japan. Accordingly,subject to certain exceptions, the New Ordinary Shares may not be, directly orindirectly, offered, sold, taken up, delivered or transferred in or intoAustralia, Canada, the Republic of South Africa, Japan or the United States,except in the United States to persons reasonably believed to be qualifiedinstitutional buyers, as defined in Rule 144A(a)(1) of the Securities Act. Overseas Shareholders and any person (including, without limitation, nomineesand trustees) who have a contractual or other legal obligation to forward thisannouncement into a jurisdiction outside the UK should seek appropriate advicebefore taking any action. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. This information shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, securities including inthe United States. This information does not constitute an offer of securities for sale in theUnited States. Neither this announcement nor any copy of it may be taken ordistributed into the United States or distributed or published, directly orindirectly, in the United States. Any failure to comply with this restrictionmay constitute a violation of US securities law. The securities referred toherein have not been and will not be registered under the Securities Act, andmay not be offered or sold in the United States unless they are registered underthe Securities Act or pursuant to an available exemption there from. No publicoffering of securities of is being made in the United States. This information is provided by RNS The company news service from the London Stock Exchange