VITA.L Regulatory News (VITA)

31 Aug 2006 07:02

Cellcast plc31 August 2006 Press Release 31 August 2006 Cellcast plc ("Cellcast" or "the Company") Proposed Placing of 16,040,384 Placing Shares at 8 pence per share The Board announces that the Company has agreed terms for a placing of16,040,384 new Ordinary Shares in order to raise approximately £1.3 million(before expenses) at a Placing Price of 8 pence per new Ordinary Share. TheCompany is also today announcing its interim results for the six months ended 30June 2006. In order for the Placing to be effected, it is necessary to seek Shareholders'approval to authorise the Directors to allot the Placing Shares pursuant to thePlacing at an Extraordinary General Meeting of the Company which is beingconvened for 10 a.m. on 25 September 2006. This announcement sets out thedetails of and the reasons for the Placing. Reasons for the Placing and Use of Proceeds Without the proceeds of the Placing, the Company is unlikely to have adequateworking capital and thus, were it not to proceed, the Directors would have toconsider a liquidation of the Company which would be unlikely to provide anyreturn to Shareholders. The Directors are of the opinion that, having made dueand careful enquiry and after taking into account the net proceeds of thePlacing to be received by the Company, the working capital available to theGroup will, on Admission, be sufficient for its present requirements, that isfor at least 12 months from Admission. The net proceeds of the Placing of approximately £1.2 million will be used toallow the Company to continue with the roll-out of its international developmentprogramme following a period when the Company has seen a significant depletionof working capital following operating losses which the Directors believe havein part been caused by a reorganisation of Sky's Electronic Programming Guide.The Company's current focus is on overseas opportunities, and it is importantthat these are not frustrated by lack of resources. Details of the Placing On behalf of and as agents for the Company and pursuant to the terms andconditions of the Placing Agreement, Daniel Stewart and HB have conditionallyagreed to use their reasonable endeavours to place 16,040,384 new OrdinaryShares with institutional and other investors at a price of 8 pence per PlacingShare, to raise approximately £1.3 million before expenses. The Placing isconditional, inter alia, on the passing of the necessary Resolution at the EGMand Admission taking place by 26 September 2006 or such later time, being notlater than 24 October 2006, as the Company, Daniel Stewart and HB may agree.The Placing is not being underwritten. Andrew Wilson (Chief Executive Officer) and Bertrand Folliet (Chief OperatingOfficer) have agreed to subscribe for an aggregate of 3,125,000 Ordinary Sharespursuant to the Placing through Harkness Trading Limited, a company theybeneficially own. Certain institutional investors in the Company have indicated a desire torealise their shareholdings and HB has agreed to purchase these holdings, beingin aggregate 1,643,666 Ordinary Shares at the Placing Price conditional, interalia, on Admission. On Admission, the Directors (and persons associated with them in accordance withthe AIM Rules), will hold, in aggregate, approximately 9,278,397 Ordinary Sharesrepresenting 20.9 per cent. of the Enlarged Issued Share Capital. The Placing Shares, once issued, will rank pari passu with the Existing OrdinaryShares, including the right to receive all dividends and other distributionsthereafter declared, made or paid. The Placing Shares are expected to beadmitted to trading on AIM on 26 September 2006. Fair and Reasonable Opinion Harkness Trading Limited, which is beneficially owned by Andrew Wilson andBertrand Folliet, has agreed to make a loan available to the Company of up to£200,000 pending completion of the Placing. No interest will be payable on theloan which will be repaid to Harkness Trading Limited out of the proceeds of thePlacing. The Directors, other than Andrew Wilson and Bertrand Folliet (given theirinterest in Harkness Trading Limited), having consulted with the Company'snominated adviser, consider that the terms of the loan by Harkness TradingLimited and the issue, pursuant to the Placing, of new Ordinary Shares toHarkness Trading Limited are fair and reasonable insofar as Shareholders areconcerned. Expected timetable of events Latest time and date for receipt of Forms of Proxy 10 a.m. on 23 September 2006 Extraordinary General Meeting 10 a.m. on 25 September 2006 Dealings in Placing Shares commence on AIM and 26 September 2006CREST accounts credited in respect of the Placing Shares to be held in uncertified form Despatch of definitive share certificates in By 3 October 2006respect of the Placing Shares to be held in certified form - Ends - For further information: Cellcast plc Andrew Wilson, CEO Tel: +44 (0) 20 7190 0300 andrew@cellcast.tv www.cellcast.com Daniel Stewart & Company Plc Lindsay Mair, Corporate Finance Tel: +44 (0) 20 7776 6550 Lindsay.mair@danielstewart.co.uk www.danielstewart.co.uk Media enquiries: Abchurch Henry Harrison-Topham / Gareth Mead Tel: +44 (0) 20 7398 7710 henry.ht@abchurch-group.com www.abchurch-group.com Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "Admission" the effective admission of the Placing Shares to trading on AIM "AIM" the market of that name operated by the London Stock Exchange "Circular" the circular to Shareholders dated 31 August 2006 containing the Notice of EGM "Company" or "Cellcast" Cellcast plc "Daniel Stewart" Daniel Stewart & Company Plc, the Company's nominated adviser and broker "Directors" or "Board" the directors of the Company or any authorised committee thereof "Extraordinary General Meeting" or "EGM" the Extraordinary General Meeting of the Company to be held at 10 a.m. on 25 September 2006, notice of which is set out in the Circular "Enlarged Issued Share Capital" the issued share capital of the Company as enlarged by the issue of the Placing Shares "Existing Ordinary Shares" the 28,346,911 existing Ordinary Shares comprising the total issued share capital of the Company "Group" the Company and its subsidiaries "HB" HB Corporate (a trading division of Hoodless Brennan plc) "London Stock Exchange" London Stock Exchange Plc "Notice of EGM" the notice of EGM which is set out at the end of the Circular "Ordinary Shares" ordinary shares of 3 p each in the capital of the Company "Placing Agreement" the conditional placing agreement dated 31 August 2006 between Daniel Stewart (1), HB (2), and the Company (3) relating to the Placing "Placing Price" 8 pence per Placing Share "Placing Shares" 16,040,384 new Ordinary Shares to be issued pursuant to the Placing "Placing" the conditional placing by Daniel Stewart and HB, as agents for the Company, of the Placing Shares at the Placing Price per share "Resolution" the Shareholders' resolution set out in the Notice of EGM "Shareholders" holders of the Existing Ordinary Shares This information is provided by RNS The company news service from the London Stock Exchange