19 Oct 2009 13:17
Canisp plc
("Canisp" or "the Company")
Placing of 30,000,000 new ordinary shares of 0.1p each in the Company at 0.4p per share and the sale of 500,000,000 ordinary shares of 0.1p each arising on the conversion of £500,000 of debt at par
Placing and sale
Canisp (AIM CN.) is pleased to announce that it has placed 30,000,000 new ordinary shares of 0.1p each ("Placing Shares") with a number of institutions and professional investors ("Placees") at 0.4p per share raising gross proceeds of £120,000 (the "Placing"). As a condition to the Placing, the Placees have agreed to acquire 500,000,000 ordinary shares of 0.1p each ("Conversion Shares") which arise from the conversion of £500,000 of debt at par ("Conversion") at 0.09p per share ("Sale Price"), at a ratio of 50 Conversion Shares for each 3 Placing Shares taken, raising £450,000 gross.
Background to the Convertible Debt
As announced on 21 April 2008, the Company and Corvus Capital Inc ("Corvus") entered into an agreement which recorded the terms under which Corvus had, through various previous loan agreements, lent the Company £1,600,000 (the "Loan Agreement"). The Loan Agreement provided for the outstanding £1,600,000 of debts to be consolidated into a single convertible loan (the "Debt") to be convertible into ordinary shares in the capital of the Company at any time at par value. If Corvus did not agree to convert the Debt before 31 December 2009, the outstanding balance of the Debt would become repayable on demand together with interest.
The benefit of £500,000 of the Loan Agreement has been assigned to Canisp Resources Limited ("CRL"), a newly formed and wholly owned subsidiary of the Company conditional only upon the Company receiving commitments from Placees to purchase the Placing Shares and Conversion Shares. CRL has entered into an agreement pursuant to which it will convert £500,000 of the Debt at par on or before 16 November 2009 and then direct the Company to issue and allot the Conversion Shares to those persons subscribing for the Placing Shares in the proportions set out above.
Following the Placing and the Conversion, the Company will receive net proceeds of approximately £235,000 which will be utilised for general working capital purposes. Following the Placing and the Conversion, the amount outstanding on the Debt will be £423,500.
Voting rights
Application will be made for both the Placing Shares and Conversion Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM"). It is expected that permission for trading will be granted and dealings in the Placing Shares are expected to commence on AIM market of the LSE at 8.00 a.m. on 23 October 2009 and that permission for trading will be granted and dealings in the Conversion Shares are expected to commence at 8.00am on AIM at 8.00 a.m. on 16 November 2009.
Accordingly, the number of Ordinary shares in issue and total voting rights will be as follows:
Number of Ordinary shares
in issue and total voting rights
Existing situation until 23 October 2009 286,547,275
From 23 October 2009 to 15 November 2009 316,547,275
From 16 November 2009 816,547,275
The number of Deferred Shares of 0.1p each in issue will remain unchanged at 1,363,925,475. Deferred shares have no voting rights.
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