StatPro Regulatory News (SOG)

29 Apr 2005 15:42

Statpro Group PLC29 April 2005 /s Friday, 29 April 2005 For immediate release STATPRO GROUP PLC Proposal to Warrant holders StatPro Group plc ("StatPro" or the "Group"), the AIM listed provider ofportfolio analytics solutions for the global asset management industry,announces it has today made a proposal to its warrant holders as detailed below. Highlights: • Proposal to eliminate unlisted warrants thereby simplifying Company's capital structure • Accelerated exercise of warrants will raise up to £0.54 million (before expenses) for the Company whilst reducing potential maximum dilutive effect of warrants in 2007 • Proceeds to be used to invest in growth opportunities StatPro has outstanding 4,250,000 Warrants to subscribe for Ordinary Shares of 1penny each in the Company ("Ordinary Shares") exercisable at 80p per share up to17 May 2007 ("Existing Warrants"). The Existing Warrants were issued at thetime of the Company's flotation on the London Stock Exchange in May 2000. Forthe last three and a half years the Ordinary Shares have traded below theexercise price of the Existing Warrants, being 80p. The Existing Warrants arenot listed on either AIM or the Official List. The Directors of StatPro believe that eliminating the Warrants and therebysimplifying the Company's capital structure would be in the best interests ofthe Company and its shareholders as a whole. To achieve this objective, theCompany is inviting the holders of the Existing Warrants to realise value fromtheir investment in the Existing Warrants by way of the proposal set out below. StatPro is inviting holders to exchange the Existing Warrants for a total of1,700,000 new warrants to subscribe for Ordinary Shares ("New Warrants"). Thenumber of New Warrants being offered represents 40% of the number of ExistingWarrants. The New Warrants will be exercisable at 32p per Ordinary Share(representing a price of 40% of the exercise price of the Existing Warrants) atany time up to Friday 10 June 2005. The exercise price of the New Warrantsrepresents a discount of approximately 40% to the current middle market price ofan Ordinary Share. If all the holders of the Existing Warrants exchange theExisting Warrants for New Warrants and exercise the New Warrants, £0.54 million(before expenses) will be raised by the Company to invest in growthopportunities. The Existing Warrants will be acquired by the Company free from all encumbrancestogether with all rights attaching to them. Save to the extent that the New Warrants will be exercisable at a substantialdiscount to the exercise price of the Existing Warrants and exercisable only inthe period up to Friday 10 June 2005, the terms of the New Warrants areotherwise consistent with the terms of the Existing Warrants. Holders of Existing Warrants should note that that the proposal being made bythe Company in respect of Existing Warrants is not subject to any minimum levelof acceptance. Related party transaction The proposals constitute a related party transaction under the AIM Rules to theextent that three Directors of the Company, Carl Bacon, Charles Fairbairn andDominic Wheatley, are the holders of 17,500, 7,500 and 162,500 Existing Warrantsrespectively, being in aggregate 4.4% of the Existing Warrants. The independentDirectors, Justin Wheatley, Andrew Fabian, and Mark Adorian having consultedwith Corporate Synergy plc, the Company's Nominated Adviser, consider the termsof the proposals to be fair and reasonable so far as shareholders are concerned.The directors having an interest in the warrants have confirmed that it is theircurrent intention to make application and to exercise in respect of theirwarrants. The full details of the proposal and an application form are being posted toeach warrant holder today. The level of applications will be announced on theday of the Company's Annual General Meeting on 18 May 2005. - Ends - For further information, please contact:StatPro Group plcJustin Wheatley, Chief Executive (020) 8410 9876Andrew Fabian, Finance Director Corporate SynergyEdward Vandyk/Justin Lewis 020 7626 2244 SmithfieldReg Hoare/ Sarah Richardson 020 7360 4900 Notes to Editors: StatPro Group plc is a leading provider of portfolio analyticssolutions for the global asset management industry. StatPro floated on theLondon Stock Exchange in May 2000 and transferred its listing in June 2003 toAIM. StatPro has grown its revenue from continuing operations from £1.8 millionin 1999 to £9.1 million in 2004. This information is provided by RNS The company news service from the London Stock Exchange