Result of Open Offer

15 Jan 2008 07:01

SMC Group Plc15 January 2008 SMC Group Plc ("SMC" or "the Company") Result of Open Offer On 18 December 2007, the Company announced its intention to raise approximately£15.1 million, before expenses, by way of an Open Offer of up to 188,377,187 NewOrdinary Shares at 8 pence per share on the basis of 19 New Ordinary Shares forevery 5 Existing Ordinary Shares. The Open Offer was made to QualifyingShareholders holding Ordinary Shares at the close of business on the RecordDate. Other than in relation to those New Ordinary Shares which the Directors agreedto subscribe for or procure that their nominees subscribe for either under theOpen Offer or otherwise, in order to provide certainty as to the amount ofcapital to be raised, the Company arranged for the Open Offer to be fullyunderwritten by the Ironshield Fund, acting upon the advice of its investmentmanager, Ironshield, pursuant to the terms and conditions of the UnderwritingAgreement. The Company is pleased to announce that by 11.00 a.m. on 14 January 2008, thatbeing the latest time and date for receipt of completed Application Forms andpayment in full under the Open Offer, 13,874,431 New Ordinary Shares,representing approximately 7.37 per cent. of the total number of New OrdinaryShares available under the Open Offer, had been applied for by QualifyingShareholders. Of this number, 7,576,503 New Ordinary Shares were subscribed forby certain of the Directors or their nominees in accordance with theirrespective irrevocable undertakings dated 18 December 2007. In addition, in accordance with the irrevocable undertakings given by theDirectors dated 18 December 2007, certain of the Directors also subscribed for,in aggregate, 937,500 New Ordinary Shares not validly taken up by QualifyingShareholders under their entitlements under the Open Offer. In accordance with the Underwriting Agreement dated 18 December 2007, the173,563,607 New Ordinary Shares which were not validly taken up by QualifyingShareholders under their entitlements under the Open Offer or subscribed for bycertain of the Directors as set out above, have been subscribed for by theIronshield Fund, acting upon the advice of its investment manager, Ironshield. The Open Offer remains conditional upon admission of the New Ordinary Shares totrading on AIM. Application has been made for the 188,375,538 New OrdinaryShares to be admitted to AIM and it is expected that Admission will becomeeffective and that dealings in the New Ordinary Shares will commence at 8.00a.m. on 18 January 2008. Following Admission, the total number of Ordinary Shares in the Company withvoting rights in issue will be 237,948,482. Substantial shareholding In accordance with the underwriting commitment referred to above, the IronshieldFund (taken together with those persons with whom the Ironshield Fund is actingin concert for the purposes of Rule 9 of the City Code, if any) will, uponAdmission, hold a total of 173,563,607 Ordinary Shares, representingapproximately 72.94 per cent. of the Company's enlarged issued voting sharecapital. Definitions Terms used in this announcement have the same meaning as those defined in theProspectus published by the Company dated 18 December 2007. For further information:SMC Group Plc Tel: +44 (0)20 7495 5335Rob BoardmanNumis Securities Limited Tel: +44 (0)20 7260 1000Stuart Skinner/Brent Nabbs/James SerjeantBell Pottinger Corporate & Financial Tel: +44 (0)20 7861 3232David Rydell/Chris Hamilton - ends - This information is provided by RNS The company news service from the London Stock Exchange