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Loan note conversion/issue of equity

14 Sep 2012 07:00

RNS Number : 2479M
Insetco PLC
14 September 2012
 



Insetco plc

("Insetco" or the "Company")

 

Loan Note conversion, issue of equity and total voting rights

 

 

Following the conversion of certain Convertible Unsecured Loan Notes ('Loan Notes'), which was announced on 1 August 2012, the Company announces that it has agreed to vary the terms of the remaining Loan Notes that are currently in issue. Following the variation of the terms the Loan Note holders have agreed to convert the Loan Notes into ordinary shares in the Company.

 

Details of the Loan Notes

 

Details of the Loan Notes are set out in the table below:-

 

Issued to

 

Amount

Redemption date

ADM Investor Services International Limited ("ADM")

£50,000

15 Sept 2012

ISI Nominees Limited

£200,000

21 Nov 2012

Sally Strasburger

£150,000

21 Nov 2012

Sally Strasburger

£72,500

21 Nov 2012

ADM

£181,250

31 Jan 2013

Total

£653,750

 

The terms of the Loan Notes provided for a conversion price of between 5.25 pence per share and 40 pence per share.

 

Variation of the terms of the Loan Notes (the 'Transaction')

 

The Company has agreed to vary the terms of all of the outstanding Loan Notes such that they will convert into ordinary shares in the Company at a price of 1.5 pence per share. Certain of the Loan Note holders have directed that the shares being issued on conversion be issued to different parties.

 

The board believes that it is in the best interests of shareholders and the Company to vary the terms of the Loan Notes as described above. In the event that agreement had not been reached with the Loan Note holders the Company would be required to issue new shares by way of a placing in order to finance the redemption of the Loan Notes.

 

Following the Transaction, the Company will have no remaining Loan Notes in issue.

 

Issue of Equity

 

Following the conversion described above the Company has issued 43,583,333 new ordinary shares in the Company. Application has been made to the London Stock Exchange for the 43,583,333 new ordinary shares to be admitted to trading on AIM which is expected to occur on or around 20 September 2012. The new ordinary shares will rank pari passu with the existing ordinary shares.

 

Related Party Transaction

 

ADM is deemed to be a related party pursuant to AIM Rule 13. Having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, the directors of the Company, none of whom is involved in the Transaction, consider that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.

 

Significant shareholders

 

Following this transaction, the following have registered shareholdings above 3%:

 

Shareholding

Percentage

ISI Nominees

52,579,000

23.47%

Lynchwood Nominees

45,364,623

20.25%

HSBC Global Custody Nominees

43,287,502

19.33%

Fairbairn Nominees*

30,750,000

13.73%

Pershing Nominees

16,844,695

7.52%

Forest Nominees

12,079,984

5.39%

Vidacos Nominees

7,023,030

3.14%

 

* - Includes a holding of 16,358,160 shares beneficially owned by Paul and Sally Strasburger, amounting to 7.30% of the enlarged issued share capital.

 

Total Voting Rights

 

Following the issue of equity described above, the so enlarged issued share capital of the Company will comprise 223,983,096 ordinary shares of £0.00001 each. Each ordinary share carries the right to one vote at general meetings of the Company. The Company does not have any ordinary shares in treasury. This may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FSA's Disclosure and Transparency Rules.

 

 

 

Insetco plc

Clive Cooke

 

 

020 7887 7840

Cairn Financial Advisers LLP

Jo Turner

 

020 7148 7900

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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