2 Apr 2009 07:00
VIALOGY PLC ("VIALOGY" OR "THE COMPANY")
VIALOGY TO RAISE UP TO £1.5 MILLION
LONDON, April 2, 2009 - ViaLogy PLC (LSE: VIY). The Company today announces it is to offer investors who participated in ViaLogy's 2007 and 2008 funding rounds the opportunity to exercise their warrants at a reduced price. It is proposed that the 27,500,000 warrants issued in October 2007 ("2009 Warrants") exercisable at 10 pence per Ordinary Share will be exercisable at 2.5 pence until noon on Thursday, 30 April 2009 (the "End Date"). It is further proposed that the 45,000,000 warrants issued in October 2008 ("2010 Warrants") exercisable at 5 pence per Ordinary Share will be exercisable at 2 pence until the End Date. In addition, for the 1,193,654 warrants held by George Rehm and Michael Kelly, both Directors, (exercisable at 4 pence per share) and a total of 2,500,000 warrants held by Dr Richard Dixey and Mark Tompkins (exercisable at 6 pence per share) will be reduced to 2 pence per share during the same period.
Full exercise of all outstanding 2009 Warrants and 2010 Warrants prior to the End Date, at the reduced subscription prices, would raise £1,587,500 (before expenses) for the Company. After the End Date, the original subscription prices relating to all such warrants will apply.
In accordance with the terms of their constitution, the proposed variation of the subscription prices applying to the 2009 Warrants and 2010 Warrants must be approved by, and is conditional upon the passing of, extraordinary resolutions to be proposed at meetings of the holders of such warrants. Accordingly, the Company has today convened meetings of the holders of the 2009 Warrants and the 2010 Warrants to be held on Monday, 20 April 2009.
The Company has also today entered into agreements with certain institutions and individuals ("Subscribers") who have undertaken to subscribe for such number of new Ordinary Shares ("Subscriber Shares") as has an aggregate subscription price of £1,587,500, less the aggregate amount of the proceeds of the exercise of warrants by warrant holders (the "Subscription"). The aggregate number of Ordinary Shares to be subscribed by such persons shall not, however, exceed 50,377,300 (representing approximately 10 per cent. of the Company's current issued share capital), which is the maximum number of Ordinary Shares the Directors are authorised to issue for cash, pursuant to resolutions passed at the Annual General Meeting of the Company held on 29 October 2008, other than pro rata to existing shareholders. The subscription price payable for the Subscriber Shares will be determined by the number of warrants which holders of the 2009 Warrants and 2010 Warrants elect to exercise, but shall be not less than 2 pence for the first 45 million Subscriber Shares and 2.5 pence for the remaining Subscriber Shares.
In consideration of the Subscribers agreeing to subscribe for the Subscriber Shares, and so guarantee that the amount of funds to be received by ViaLogy pursuant to the proposed fundraising, (before expenses) is not less than £1,034,432.50, the Company has agreed to pay to such Subscribers an aggregate fee of £79,375 being 5% of £1,587,500, which is the maximum amount to be raised by the Company, assuming full exercise of the 2009 Warrants and the 2010 Warrants.
Application will be made for the Ordinary Shares issued upon the valid exercise of outstanding warrants and the Subscriber Shares to be admitted to trading on AIM.
"The board decided to re-price the warrants in conjunction with the Subscription for two main reasons," said ViaLogy chairman Terry Bond. "Firstly, shareholder dilution is minimised because the warrants are already accounted for in the Company's fully diluted financial position. Secondly, ViaLogy needs additional funding for future on-going expenditure, including the opportunity to increase our financial participation in the successful well our QuantumRD technology has identified on the Galba Oil Prospect in south central Texas. Atascosa Exploration LLC, who commissioned us to analyse the seismic data and advise on drilling locations, were so pleased with the results that they offered us very attractive terms to double ViaLogy's working interest in the first well production to 10%. The re-pricing of the warrants seemed a very elegant solution to our funding requirements whilst minimising any dilution effect."
Ends
For further information please contact:
ViaLogy
Robert W Dean, President & CEO - US +1 626-296-6337 (mobile: +1 703-589-3807) Terry Bond, Chairman - UK & Europe +44 (0) 1235-834734 (mobile: 07860 842756)
Nominated Advisor (Seymour Pierce) Mark Percy +44 (0) 20-7107-8000
Brokers to ViaLogy PLC (St. Helen's Capital)
Ruari McGirr / Sebastian Wykeham +44 (0) 7628 5582
About ViaLogy
ViaLogy is a leading innovator of network-centric, real-time signal processing platforms for sensor applications. ViaLogy is currently deploying and designing computational systems, powered by its patented technologies, for applications in life sciences, public safety and security, surveillance, defense and geoseismology. ViaLogy focuses on market driven problems where automation, timeliness, quality and reliability of information processing are essential. ViaLogy's core competency incorporates rapidly and accurately detecting weak signals buried in high noise background and clutter. This technology can be employed to solve problems involving sensor integration and information overload challenges involving video, telephony and control sensors, as well as for enhancement of numerous signal processing applications. For more information, visit our website at www.ViaLogy.com.
Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied.