Proposed Placing / Notice of General Meeting
29 Ottobre 2008 - 1:00PM
UK Regulatory
RNS Number : 9360G
Byotrol PLC
29 October 2008
Byotrol plc
("Byotrol" or the "Company")
Proposed Placing of 36,363,636 New Ordinary Shares at 11 pence per share
Notice of General Meeting
The Board of Byotrol, the AIM-quoted anti-microbial technology company, is pleased to announce that Charles Stanley Securities has
conditionally placed 36,363,636 New Ordinary Shares at 11 pence per shares to raise �4.0 million for the Company.
David McRobbie, Chief Executive Officer, commented:
"On behalf of the Board I would like to express our delight and appreciation for the level of support from our institutional
shareholders in the Placing, especially during the current extremely difficult market conditions.
The capital injection of �4.0 million will enable the Company to equip a new technical centre for research
purposes, finance a training and recruitment programme to strengthen sales and marketing and develop
its global brand further."
29 October 2008
Contact:
Byotrol plc
David McRobbie, Chief Executive Officer Tel 0161 277 9518
Richard Bell, Finance Director
Charles Stanley Securities
(Nominated Adviser & Broker)
Philip Davies / Rick Thompson / Carl Holmes Tel 020 7149 6000
Proposed Placing of 36,363,636 New Ordinary Shares
at 11 pence per New Ordinary Share
Notice of General Meeting
1. Introduction
The Board is pleased to announce that subject, inter alia, to Shareholders' approval, the Company proposes to raise approximately �4.0
million by way of a Placing of 36,363,636 New Ordinary Shares at a price of 11 pence per Ordinary Share.
The Placing is subject to approval by Shareholders of the Resolutions at the General Meeting. The General Meeting will be convened for
10.00 a.m. on 19 November 2008, at which Shareholders will be asked to consider and, if thought fit, approve the Resolutions required inter
alia to implement the Placing. Details of the General Meeting are set out in the Notice of General Meeting provided at the end of the
Circular, which will be posted tomorrow.
If the Resolutions are approved, it is expected that the New Ordinary Shares will be admitted to trading on AIM on at 8.00 a.m. on 20
November 2008.
The purpose of this announcement is to provide you with information on the Company and to set out the background to and reasons for the
Placing and to explain why the Board considers the Placing to be in the best interests of the Company and the Shareholders as a whole and
why it recommends that you vote in favour of the Resolutions.
2. Background to and reasons for the Placing
The principal purpose of the Placing at this time is to provide working capital for the Company, which funds will be used to support
current deals and to target the smaller niche opportunities as they arise.
During the year, cash resources have been depleted due to the slow development of the sales pipeline with forecast sales lower than had
been anticipated. Although sales momentum is now building, with successful trials across both the healthcare and agriculture sectors, the
Board remains under pressure to deliver the strategy of creating and strengthening the global brand and targeting niche markets in order to
demonstrate larger market potential. In order to build on such an approach, further funding is required.
The net proceeds of the Placing will, in conjunction with the Company's existing cash resources, be utilised to equip a new technical
centre for research purposes, finance a training and recruitment programme to strengthen the sales and marketing functions and develop the
global brand going forward. New opportunities across a number of global markets are to be exploited, alongside the completion of existing
deals with the aim of optimising the outcomes of those deals.
The Directors believe the Placing will provide the Company with sufficient resources, to pursue its current business plan and, in
addition, provide general working capital for the Company to fund the business to profitability.
If the Resolutions are not approved by Shareholders at the General Meeting, the Directors will need to take alternative action to
address the financial position of the Group.
3. Details of the Placing
The Company is proposing to raise approximately �3.75 million (net of costs), by way of a Placing of an aggregate of 36,363,636 New
Ordinary Shares at 11 pence per share with certain institutional and other investors and certain Directors. The Placing is conditional on
the passing of the Resolutions set out in the Notice of General Meeting and Admission.
The New Ordinary Shares will represent approximately 43.44 per cent. of the Enlarged Share Capital of the Company.
The Placing is not a rights issue or open offer and the New Ordinary Shares will not be offered generally to Shareholders on a
pre-emptive basis. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in
the best interests of the Company in the current prevailing circumstances and, accordingly, the Board considers that it is in the best
interests of the Company and Shareholders as a whole for the funds to be raised through the Placing.
Conditional on the passing of the Resolutions, application will be made to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New Ordinary Shares will commence on
AIM at 8.00 a.m. on 20 November 2008.
The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the
right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.
It is expected that share certificates for the New Ordinary Shares which are to be held in certificated form will be despatched to
placees by 5 December 2008. The New Ordinary Shares will be in registered form and no temporary documents of title will be issued.
4. Directors' Interests
David McRobbie and Stephen Falder are subscribing for 227,273 New Ordinary Shares each in the Placing. The interests of the Directors
(and their immediate families and or persons connected with them), as at the date of the Circular and on completion of the Placing, in the
issued share capital of the Company are as follows:
Name Existing Holding Holding post Placing
Number of Ordinary Number of Ordinary Number of Ordinary
shares % Shares subscribed Shares %
for in the Placing
Wesley Devoto 509,040 1.07 - 509,040 0.61
David McRobbie 3,947,614 8.34 227,273 4,174,887 4.99
Stephen Falder 5,058,581 10.68 227,273 5,285,854 6.31
Richard Bell 20,000 0.04 - 20,000 0.02
Ian Mainman 363,600 0.77 - 363,600 0.43
Adrian Smith - - - - -
5. Use of proceeds
The net proceeds of the Placing will be utilised to equip a new technical centre for research purposes, finance a training and
recruitment programme to strengthen the sales and marketing functions and develop the global brand going forward. They will provide the
Company with sufficient resources to pursue its current business plan and provide general working capital for the business to fund the
business to profitability.
6. Current Trading
First half sales have been disappointing, but the Company has been signing up new distributors to take the product to market. Trials in
food factories and in agriculture are indicating good outcomes and the final outcome of the Manchester Royal Infirmary trial is eagerly
awaited. The unaudited management accounts to 30 September 2008 show turnover of �0.4m and a loss, before share scheme charges, of �1.1m.
The Board anticipates that it will announce the Company's interim results for the six months ended 30 September 2008 on Monday 24 November
2008.
7. General Meeting
Included with the Circular is the Notice convening the General Meeting to be held at the offices of Charles Stanley Securities, 131
Finsbury Pavement, London EC2A 1NT on 19 November 2008 at 10.00 a.m. at which the Resolutions will be proposed to approve the Placing.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2008
Dispatch of the Circular 30
October
Latest time and date for receipt of Forms of Proxy
for the General Meeting 10.00 a.m. on 17 November
General Meeting 10.00 a.m. on 19 November
Admission effective and dealings commence on AIM 20 November
CREST accounts credited 20 November
Share certificates dispatched by 5 December
Dispatch of the Circular 30 October
Notes:
1. References to time in this announcement are to London time.
2. lf any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement
on a RIS.
3. All events in the above timetable following theGeneral Meeting are conditional upon approval by Shareholders of the Resolutions to
be proposed at theGeneral Meeting.
DEFINITIONS
"1985 Act" the Companies Act 1985 (as amended), to the extent in force and
applicable
**2006 Act** the Companies Act 2006, to the extent in force and applicable
*Admission* admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules
*AIM* the AIM market of the London Stock Exchange plc
*AIM Rules* the AIM Rules for companies published by the London Stock
Exchange governing admission to, and the operation of, AIM
"Capita Registrars" a trading name of Capita Registrars Limited
*certificated* or *in an Existing Ordinary Share which is not in uncertificated form
certificated form*
*Charles Stanley* Charles Stanley Securities, a trading division of Charles Stanley
& Co. Ltd, Byotrol's Nominated Adviser and Broker, a member of
the London Stock Exchange and authorised and regulated by the FSA
"Circular" the circular sent to Shareholders today
**Company** or **Byotrol* Byotrol plc
**Directors** or the **Board* the Directors of Byotrol, whose names appear on page 6 of the
Circular
**Enlarged Share Capital** the 83,716,411 Ordinary Shares in issue following completion of
the Placing and Admission of the New Ordinary Shares
*Excluded Territories* any jurisdiction wherein the Circular and any accompanying
documents might constitute a violation of local securities law or
regulation, including, but not limited to the United
States,Canada, South Africa, New Zealand, Australia and Japan
"Existing Ordinary Shares" the ordinary shares of0.25pence each in the share capital of the
Company in issue at the date of this announcement
*Existing Share Capital* the 47,352,775 Existing Ordinary Shares
*Form of Proxy* the form of proxy which accompanies the Circular, for use at the
General Meeting
*FSA* the UK Financial Services Authority
*FSMA* the UK Financial Services and Markets Act 2000 (as amended)
*General Meeting* the general meeting of Byotrol convened for 19 November 2008,
notice of which is set out at the end of the Circular, and any
adjournment thereof
"Group" the Company and its subsidiaries and subsidiary undertakings at
the date of this announcement
*London Stock Exchange* London Stock Exchange plc
"New Ordinary Shares" 36,363,636 Ordinary Shares to be issued pursuant to the Placing
*Notice* the notice convening the General Meeting which is set out at the
end of the Circular
*Ordinary Shares* the ordinary shares in the share capital of the Company which may
be in issue from time to time which for the avoidance of doubt
shall include the Existing Ordinary Shares and the New Ordinary
Shares
**Overseas Shareholders** Shareholders resident in, or citizens of, jurisdictions outside
the United Kingdom
"Placing" the issue of36,363,636New Ordinary Shares at the Placing Price
"Placing Price 11 pence per share
*Prospectus Rules* the Prospectus Rules published by the FSA
**Resolutions** the resolutions to be proposed at the General Meeting as set out
in the Notice
*RIS* Regulated Information Service
*Shareholder* a holder of Ordinary Shares from time to time
*UK* the United Kingdom of England, Scotland, Wales and Northern
Ireland
*UKLA* the UK Listing Authority
*US*, *USA* or *United States* the United States of America, each State thereof (including the
District of Columbia), its territories, possessions and all areas
subject to its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
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