Sosandar Regulatory News (SOS)

8 Jul 2009 07:01

Embargoed Release: 07:01hrs Wednesday 8th July 2009

Medavinci Plc ("Medavinci" or the "Company") Placing and Directorate Changes

Medavinci Board supports rescue fund-raising.

The Board of Medavinci is pleased to announce a placing of 421,540,000 new ordinary shares of 0.1p ("Placing Shares") at par value to raise approximately £421,540 before expenses ("the Placing"). The Placing has been concluded subject only to admission of the Placing Shares to trading on AIM. The Placing Shares will rank pari passu in all respects with the existing ordinary shares of the Company in issue and have been allotted and issued credited as fully paid. Application has been made for the Placing Shares to be admitted to trading on AIM, which is expected to be on 13 July 2009.

The Directors have conditionally committed £149,000 in aggregate to the Placing along with a number of the Company's major shareholders and outside investors. The Company has been in a difficult financial position and the Executive Chairman, Peter Teerlink, resigned on 25 March 2009. The Company also announces CEO Rob Westerhof's resignation as a Director with immediate effect. Rob will remain as a consultant to the Company to assist in negotiations relating to the disposal of the Company's investments.

The Board is continuing its review of the business but its initial view is that in current market conditions its investment portfolio is of negligible value. One of its three primary investments, Demecal Europe B.V., the blood analysis technology business, in which the Company took a 30 per cent. stake in August 2007, was placed into bankruptcy by the Dutch Courts on 24 June 2009.

The Directors, none of whom have received any salaries for 12 months, have worked tirelessly over the past two months to successfully conclude negotiations with the Group's creditors and after settling those liabilities the Group's cash balance today would be approximately £19,000 overdrawn, before the net proceeds of the Placing are received. The Group has no other borrowings.

The net proceeds of the Placing will be used to carry out the year end audit and seek a suitable acquisition or investment opportunity, whilst continuing the business review and maintaining sufficient working capital. It is the Board's view that without this fundraising the Directors would have no choice other than to take steps for the Group to be wound up.

Due to the participation of all of the Directors, the Placing is a related party transaction under the AIM Rules. Where an AIM Company enters into a related party transaction, the independent directors are required, having consulted with the NOMAD, to state that in their opinion the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. As all of the Directors have participated in the Placing, there are no independent directors and therefore Zeus Capital has considered the terms of the transaction and is of the opinion that they are fair and reasonable insofar as the shareholders are concerned. In coming to this opinion, Zeus Capital has taken into account the views of the Board that without the Placing they would have no choice other than to take steps for the Group to be wound up.

The Board is also pleased to announce that Paul Foulger will join the Board as finance director immediately after admission of the Placing Shares to AIM.

Paul Andrew Peter Foulger FFCA, aged 39, is a director of the following companies:

Alan Bailey (Studios) Limited

Hansard Communications.com Limited

Hansard Corporate LimitedHansard Group LimitedBoldwood Limited

Wilton International Marketing Limited

Wilton International Management Group Limited

International Brand Licensing Plc

International Brands Holdings Limited

Wilton International Consulting Limited

Tse Group PlcMarlwood PlcDiablo Consulting LimitedBiolustre UK Ltd

He has also been on the Board, in the last 5 years, of the following companies:

Imagestate Media Partners Limited

Firstafrica Oil Limited

Curidium Medica Limited

The Heritage Image Library Limited

Sandford LimitedTse Brands LimitedTse Learning Limited

There is no further information to be disclosed under Schedule 2, paragraph (g) of the AIM Rules for Companies.

Contact Details:Medavinci

Adam Reynolds Tel: +44 (0) 207 245 1100

Zeus Capital

Ross Andrews Tel +44 (0)161 831 1512