Last checked at 12 Feb 2016 12:11
12 February 2016
Venture Life Group plc
("Venture Life", the "Company" or the "Group")
Results of Placing to Partially Fund Acquisition
Venture Life, the international consumer healthcare group addressing the self-care needs of the ageing population, is pleased to announce the successful completion of the Placing, in order to partially fund the proposed Acquisition of Periproducts Limited, as announced earlier today.
A total of 2,428,572 new ordinary shares (the "Placing Shares") have been placed by Panmure Gordon at a price of 70 pence per share (the "Placing Price") to raise £1.7 million (before expenses) for the Company. The Placing Shares being issued represent approximately 7.1% of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of 9.7% to the mid-market closing price on 11 February 2016, being the last practicable day before the announcement of the Placing.
Completion of the Placing remains subject, inter alia, to the passing of the Resolutions at a general meeting being convened for 1 March 2016, and on the admission of the Placing Shares to trading on AIM ("Admission").
The Company will apply for Admission, conditional upon shareholder approval, to trading on AIM. It is expected that the Circular to convene the general meeting will be posted today, and will also be available on the Company's website shortly at www.venture-life.com/.
Jerry Randall, Chief Executive Officer, said:
"We are delighted that our placing to help fund the proposed acquisition of Periproducts has received the support of institutional investors at a difficult time for capital markets and we are excited about the prospects for Periproducts' premium oral care product range and the Venture Life Group."
Panmure Gordon is acting as Financial Adviser, Nominated Adviser and Corporate Broker in respect of the Placing. Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company's announcement released via RNS at 7 a.m. today.
Director participation in the Placing
Certain of the Company's directors have agreed to subscribe for, in aggregate, 505,394 Placing Shares at the Placing Price. The interests of those directors participating in the Placing in the current issued share capital of the Company and the Company's issued share capital, as expected to be enlarged by the Placing and immediately following Admission, are set out below:
No. Ordinary Shares currently held | % of current issued share capital | No. Placing Shares issued | No. Ordinary Shares held immediately following the Placing | % of issued share capital, as enlarged by the Placing | |
Gianluca Braguti | 6,942,602* | 20.2 | 142,857 | 7,085,459 | 19.2 |
Jerry Randall and associated holdings | 3,781,129 | 11.0 | 150,000 | 3,931,129 | 10.7 |
Sharon Collins | 1,384,166 | 4.0 | 198,251 | 1,582,417 | 4.3 |
James Hunter | 36,697 | 0.1 | 7,143 | 43,840 | 0.1 |
Dr Lynn Drummond | 11,222 | 0.03 | 7,143 | 18,365 | 0.05 |
*Note: the Company has previously disclosed that Gianluca Braguti holds 6,947,602 Ordinary Shares following notification to the Company that Mr. Braguti purchased 20,000 Ordinary Shares in two separate transactions in October 2014. However, after an internal review of the Company's register of members, the Company has confirmed that Mr.Braguti only purchased 15,000 Ordinary Shares in October 2014. Accordingly, the number of Ordinary Shares currently held by Mr.Braguti has been corrected (to 6,942,602) in the table above.
Each of the above Director's obligation to participate is conditional upon certain matters and events including, amongst other things, the passing of the Resolutions, the Placing Agreement having become unconditional and Admission of the Placing Shares becoming effective on or before 3 March 2016 (but in any event by no later than 8.00 a.m. on 17 March 2016).
Director participation in the Convertible Bond Issue
Certain of the Company's directors, being Mr Gianluca Braguti and Mr Jerry Randall (the "Bondholder Directors"), have today entered into a joint underwriting commitment for £0.4 million of the Convertible Bond Issue. Depending on the success of the auction process for the Convertible Bond Issue, the final amount of Convertible Bonds purchased by the Bondholder Directors may be equal to or less than £0.4 million. Pursuant to the terms of the Convertible Bond Instrument, as described in the announcement made earlier today, the Convertible Bonds purchased by the Bondholder Directors will be convertible into Ordinary Shares at a share price of 87.5 pence, being a 25% premium to the Placing Price. However, the Bondholder Directors may exercise their discretion as to when (if at all) to convert their Convertible Bonds into Ordinary Shares. The Convertible Bond Issue, and the participation of the Bondholder Directors in the issue, is inter-conditional on the completion of the Placing (and vice versa), and also completion of the Acquisition.
Related Party Transaction
Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.
Gianluca Braguti is a director of the Company and, as detailed above, has an interest in approximately 6,942,602 Ordinary Shares (representing an interest of approximately 20.2% of the Existing Ordinary Shares) as at the date of this announcement. By virtue of Mr Braguti being a Director in addition to his current interests in the Company, he is considered to be a "related party" as defined under the AIM Rules. AIM Rule 16 requires all transactions between the Company and Mr Braguti completed during the twelve months prior to the latest transaction to be aggregated. Accordingly, Mr Braguti's participation in the Placing and the Convertible Bond Issue constitute a related party transaction for the purposes of Rules 13 and 16 of the AIM Rules.
The independent Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of Mr Braguti's participation in the Placing and entry into an underwriting commitment to participate in the Convertible Bond Issue are fair and reasonable insofar as the Company's Shareholders are concerned.
For further information, please contact:
Venture Life Group plc +44 (0)1344 742 870
Jerry Randall, Chief Executive Officer
James Hunter, Chief Financial Officer
Panmure Gordon +44 (0) 207 886 2500
Freddy Crossley / Peter Steel / Duncan Monteith, Corporate Finance
Tom Salvesen, Corporate Broking
Square One Consulting +44 (0) 207 929 5599
David Bick / Brian Alexander