Last checked at 30 Sep 2008 13:04
Bright Things plc
30 September 2008
Bright Things plc
('Bright Things' or the 'Company')
Placing, Notice of Annual General Meeting and Director Appointment
The Directors of the Company are pleased to announce that the Company has raised £734,500 (before expenses) through the conditional placing of 58,760,000 new Ordinary Shares at 1.25 pence per share (the 'Placing').
The Company has today sent a circular to shareholders together with the Report and Accounts for the year ended 31 March 2008 convening the Annual General Meeting at which certain authorities, inter alia, are being sought to for the purposes of Placing, to permit the grant of the Options and otherwise so as to maintain flexibility in the financing of the Company, giving the Directors the opportunity to take advantage of business opportunities as they arise.
In addition, the Company is pleased to announce the appointment of Charles Delamain to the board as Chief Operating Officer. Further, at the Annual General Meeting Matthew Tims will step down as Publishing Director but remain on the board as a non-executive Director.
1. Details of the Placing
The Company has conditionally raised £734,500 (before expenses) by the issue of the 58,760,000 new Ordinary Shares at 1.25p. For every two Placing shares there will be one warrant attached entitling the holder to subscribe for one Ordinary Share, exercisable at 5 pence per share at any time during the three year period following the date of admission of the Placing Shares to trading on AIM ("Admission").
The purpose of the funds raised is to provide additional working capital for the Company as it moves from the development stage of its SocialGo product into a phase of sales and marketing.
The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares in issue. Application will be made for the Placing Shares to be admitted to AIM and are expected to be admitted to trading on AIM on 24 October 2008.
Following the Placing there will be 123,676,328 Ordinary Shares in issue.
2. Board Appointment
The Company is delighted to announce that Charles Delamain, who has an excellent track record in building and developing IT companies, has agreed to join the Board as Chief Operating Officer of the Company with effect from 1 October.
Charles trained at The Royal Military Academy Sandhurst and the Cranfield Institute of Management. After his career as an Officer in the Royal Hussars Charles Delamain went on to work for Sequent Computers Ltd before moving to Data General Ltd, where he held the position of Sales Director, both companies being suppliers of unix systems. Subsequently Charles moved into the software industry, initially holding the position of Senior Vice President Europe (Major Accounts) at Parametric Technology (US) before becoming the Managing Director of Profund Systems Ltd. Since leaving Profund, Charles was Chief Executive of Evolved Thought Ltd, Easypress Technology Ltd and Pre-X Capital Management Ltd, before coming to Bright Things Plc.
Charles Maurice Delamain (age 47), is a director or has been a director of the following companies during the previous five years:
Profund Holdings Limited was placed in administration on the 14th September 2004 and was eventually dissolved on 2 February 2007. Charles Delamain resigned as a director of Profund Holdings Limited on 31 March 2004 and was therefore not a director at the time of its insolvency.
No further details relating to Charles Delamain, other than those detailed above, are required to be disclosed under schedule 2 paragraph (g) of the AIM rules.
4. Directors' Dealings
Dominic Wheatley, Chief Executive of the Company, Charles Delamain and Ian Livingstone, Chairman of the Company are subscribing for respectively 16,000,000, 4,000,000 and 4,000,000 Placing Shares pursuant to the Placing, representing respectively approximately 27.2 per cent., 6.8 per cent. and 6.8 per cent. of the Placing Shares. Immediately following the issue of the Placing Shares and Admission, Dominic Wheatley will be interested in 24,205,102 Ordinary Shares, representing approximately 19.57 per cent. of the issued ordinary share capital of the Company, Charles Delamain will be interested in 4,000,000 Ordinary Shares, representing approximately 3.23 per cent. of the issued ordinary share capital of the Company and Ian Livingstone will be interested in 5,305,556 new Ordinary Shares, representing approximately 4.29 per cent. of the issued ordinary share capital of the Company.
Taken in aggregate, the Directors' subscription would represent a related party transaction under the AIM Rules. Edward Levey and Matthew Tims, as independent directors in respect of this transaction, consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable as far as the shareholders are concerned.
5. Issue of Options
Further to the Placing and subject to certain resolutions being passed at the Annual General Meeting the Board is proposing to grant options over 9,600,000 Ordinary Shares exercisable at 1.25 pence per share at any time during the period of 10 years following the date of grant (the "Options"). Of these Options, 4,000,000 are to be granted to Charles Delamain.
6. The Annual General Meeting
The Annual General Meeting has been convened for 10:00am on the 23 October 2008 at the offices of Faegre & Benson LLP, 7 Pilgrim Street, London EC4V 6LB.
The circular, containing full details of the resolutions, is available on the Company's website: www.brightthings.com
For further information please contact:
Bright Things PLC 0870 351 7770
Dominic Wheatley, CEO
Edward Levey, Finance Director
HB Corporate
Luke Cairns/ Rory Creedon Tel: +44 (0) 207 510 8600
Brunswick Group
Giles Croot / Mark Antelme, Tel: +44 (0) 207 404 5959