TIDMBYOT
RNS Number : 8732Q
Byotrol PLC
11 August 2010
11 August 2010
Byotrol plc
PROPOSED PLACING OF NEW ORDINARY SHARES AND
NOTICE OF GENERAL MEETING
Byotrol plc ('Byotrol' or the 'Company'), a leading AIM listed anti-microbial
hygiene company, is pleased to announce its intention to raise approximately
GBP3.7 million (net of expenses) by way of a placing of new ordinary shares (the
'Placing').
Summary of the Placing:
- Placing of 26,666,671 Placing Shares at a price of 15p per share to raise
approximately GBP3.7 million (net of expenses).
- The net proceeds of the Placing will be used to fund the Company's working
capital requirements and to strengthen the Company's balance sheet.
Gary Millar, Chief Executive at Byotrol plc, said:
"I am delighted that we have successfully managed to conclude our fund raising
which will enable us to take the business to the next stage in its development.
The funding will provide us with the platform to build on our recent successes
and execute a strategy aimed at creating a profitable and cash generative
enterprise.
We intend to take the business forward by further developing our technical and
marketing capabilities, supporting our innovative product pipeline and funding
the working capital requirements of our growth strategy."
A circular containing a notice of general meeting convened for 9.00 a.m. on 31
August 2010 is today being sent to Shareholders outlining the terms of the
Placing and seeking Shareholder approval to, inter alia, enable the Directors to
allot the Placing Shares in connection with the Placing.
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement.
Enquiries:
Byotrol plc
0161 277 9518
Gary Millar, Chief Executive
Richard Bell, Finance Director
Arbuthnot Securities
020 7012 2000
Nominated Adviser
Antonio Bossi / Henry Willcocks
Winningtons
020 3043 4162
Tom Cooper / Paul Vann
0797 122 1972
Arbuthnot Securities Limited, which is regulated by the Financial Services
Authority, is acting as nominated adviser and broker to the Company in relation
to the Placing and will not be responsible to any person other than the Company
for providing the protections afforded to its clients or for advising any other
person on the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, shares in any jurisdiction in which such offer or solicitation
is unlawful and, in particular, is not for distribution into the United States,
Canada, Australia, the Republic of Ireland or Japan.
This announcement contains forward looking statements that involve unknown
risks, uncertainties and other factors which may cause the actual results,
financial condition, performance or achievement of Byotrol, or industry results
to be materially different from any future results, performance, developments or
achievements expressed or implied by such forward looking statements.
PROPOSED PLACING OF NEW ORDINARY SHARES AND
NOTICE OF GENERAL MEETING
Introduction
Byotrol is pleased to announce that it has conditionally placed with
institutional, other investors and certain Directors in aggregate 26,666,671
Placing Shares at a price of 15p per share. Once completed, the Placing will
raise approximately GBP3.7 million (net of expenses) for the Company. The net
proceeds of the Placing will be used to satisfy the Company's anticipated
working capital requirements relating to new business opportunities, build the
marketing and technical capability to deliver the Company's strategy, strengthen
the Company's balance sheet and finance the next generation product research.
The Placing is conditional, inter alia, upon the Company obtaining approval from
its Shareholders to grant the Board authority to allot the Placing Shares and to
disapply statutory pre-emption rights which would otherwise apply to the
allotment of the Placing Shares as well as amending the Company's articles of
association to remove references to authorised share capital which might
otherwise restrict an issue of new Ordinary Shares. The Placing is also
conditional upon the admission of the Placing Shares to trading on AIM.
In order to qualify for VCT/EIS treatment, the Placing is being conducted in two
tranches. If the resolutions to be proposed at the General Meeting are approved,
it is expected that the VCT/EIS Placing Shares will be admitted to trading on
AIM at 8.00 a.m on 1 September 2010 and the General Placing Shares will be
admitted to trading on AIM at 8.00 a.m. on 2 September 2010.
The Placing is being made on a non pre-emptive basis as the time and costs
associated with a pre-emptive offer resulting from the introduction of the EU
Prospectus Rules (which came into force in July 2005) are considered by the
Directors to be excessive. The making of a pre-emptive offer would require the
production of a prospectus which would have to comply with the Prospectus Rules
and be pre-vetted and approved by the FSA.
Background and reasons for the Placing
The principal purpose of the Placing is to provide working capital for the
Company. The funds will be used to support the Company's strategy set out in the
2010 Annual Report and Accounts. The success of the Company's new strategic
direction has been evidenced by the recently announced deals with Tink's, Inc.
and Robert McBride Limited. The new funds resulting from the Placing will also
be applied to target further strategic opportunities which the Directors
anticipate may arise.
The Company's cash resources were depleted during the year to 31 March 2010 due
to the Company not breaking even, the effect on working capital caused by the
timings of receivables as against payables and the uneven pattern of sales
revenue.
The net proceeds of the Placing will, in conjunction with the Company's existing
cash resources, be used to cover the working capital gap referred to above and
to assist the Company in moving to profitability. In addition, the proceeds of
the Placing will be used to further build marketing and technical capability to
deliver the Company's strategy and to finance the next generation product
research which is also partly funded by the NWDA grant.
Details of the Placing
The Company proposes to raise approximately GBP3.7 million (net of expenses)
through the issue of the Placing Shares at the Placing Price. The Placing Price
represents a discount of 25 per cent. to the closing middle market price of 20p
on 10 August 2010. The Placing Shares will represent approximately 24.1 per
cent. of the Company's enlarged issued share capital immediately following the
Admission of both tranches of the Placing Shares.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Arbuthnot has conditionally
agreed to use its reasonable endeavours, as agent for the Company, to place the
Placing Shares at the Placing Price with certain institutional and other
investors and certain Directors. The Placing Agreement is conditional upon,
inter alia, the Resolutions being duly passed at the GM, Admission of the
VCT/EIS Placing Shares becoming effective on or before 8.00 a.m. on 1 September
2010 (or such later time and/or date as the Company and Arbuthnot may agree, but
in any event by no later than 8.00 a.m. on 15 September 2010) and Admission of
the General Placing Shares becoming effective on or before 8.00 a.m. on 2
September 2010 (or such later time and/or date as the Company and Arbuthnot may
agree, but in any event by no later than 8.00 a.m. on 16 September 2010).
The Placing Agreement contains warranties from the Company in favour of
Arbuthnot in relation to, inter alia, the accuracy of the information contained
in the circular to Shareholders and certain other matters relating to the Group
and its business. In addition, the Company has agreed to indemnify Arbuthnot in
relation to certain liabilities it may incur in respect of the Placing.
Arbuthnot has the right to terminate the Placing Agreement in certain
circumstances prior to VCT/EIS Admission or General Admission (as appropriate),
including for an event of force majeure or in the event of a material breach of
the warranties set out in the Placing Agreement.
Admission and dealings
Application will be made to London Stock Exchange plc for all of the Placing
Shares to be admitted to trading on AIM. Subject to the fulfilment of the
conditions of the Placing Agreement, it is expected that VCT/EIS Admission will
become effective and that dealings in the VCT/EIS Placing Shares will commence
at 8.00 a.m. on 1 September 2010 and that General Admission will become
effective and that dealings in the General Placing Shares will commence at 8.00
a.m. on 2 September 2010 (or such later dates as the Company and Arbuthnot may
agree, not being later than 8.00 a.m. on 15 September 2010 in the case of
VCT/EIS Admission or 8.00 a.m. on 16 September 2010 in the case of General
Admission).
Related Party Transaction
Arbuthnot has conditionally placed the Placing Shares at the Placing Price with
various institutional and other investors and certain Directors, including the
Ruffer Placing Shares placed with Ruffer. The issue of the Ruffer Placing Shares
to Ruffer, a substantial shareholder of the Company, is classified as a
transaction with a related party for the purposes of the AIM Rules. In
accordance with the AIM Rules, the Directors, having consulted with the
Company's AIM nominated adviser Arbuthnot, consider that the terms of the
transaction (namely the subscription by Ruffer for the Ruffer Placing Shares at
the Placing Price) are fair and reasonable insofar as the Shareholders are
concerned.
Directors' Interests
The interests of the Directors who are participating in the Placing at the
Placing Price (and their immediate families and or persons connected with them)
in the enlarged issued share capital of the Company following the Placing will
be as follows:
+--------------+------------+--------------+----------------+
| Director | Number of | Resulting | Resulting |
| | General | number of | holding as a |
| | Placing | Ordinary | percentage of |
| | Shares | Shares held | the Company |
| | subscribed | after | share capital |
| | for in the | General | in issue |
| | General | Admission | immediately |
| | Placing | | after General |
| | | | Admission |
+--------------+------------+--------------+----------------+
| Ralph Kugler | 206,000 | 923,333 | 0.83% |
+--------------+------------+--------------+----------------+
| Gary Millar* | 67,000 | 317,000 | 0.29% |
+--------------+------------+--------------+----------------+
| Richard Bell | 30,000 | 50,000 | 0.05% |
+--------------+------------+--------------+----------------+
| Stephen | 60,000 | 5,095,854 | 4.60% |
| Falder | | | |
+--------------+------------+--------------+----------------+
| David | 60,000 | 4,234,887 | 3.82% |
| McRobbie | | | |
+--------------+------------+--------------+----------------+
| Till | 91,000 | 206,000 | 0.19% |
| Medinger | | | |
+--------------+------------+--------------+----------------+
*Gary Millar's interest in the General Placing Shares will be held via A.K.
Business Management Limited, in which he holds a beneficial interest of 70 per
cent. of the share capital with his wife holding a 30 per cent. interest.
General Meeting
The circular to be sent to Shareholders today contains a notice convening the GM
to be held at the offices of Arbuthnot Securities Limited, Arbuthnot House, 20
Ropemaker Street, London, EC2Y 9AR on 31 August 2010 at 9.00 a.m. at which the
Resolutions will be proposed for the purposes of implementing the Placing.
Copies of the circular incorporating the notice convening the GM will be
available for collection from the offices of Arbuthnot Securities Limited,
Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR for a period of one month
from the date of this announcement and will also be available at the Company's
website, www.byotrol.co.uk
PLACING STATISTICS
+------------------------------------------------------+-----------------+
| Placing Price | 15p |
+------------------------------------------------------+-----------------+
| Number of existing issued Ordinary Shares | 84,116,411 |
+------------------------------------------------------+-----------------+
| Number of Placing Shares being placed on behalf of | 26,666,671 |
| the Company | |
+------------------------------------------------------+-----------------+
| Estimated proceeds receivable by the Company, net of | c.GBP3.7million |
| expenses | |
+------------------------------------------------------+-----------------+
| Number of Ordinary Shares in issue following the | 110,783,082 |
| VCT/EIS Admission and the General Admission | |
+------------------------------------------------------+-----------------+
| Number of Placing Shares as a percentage of the | 24.1 per |
| enlarged issued share capital | cent. |
+------------------------------------------------------+-----------------+
EXPECTED TIMETABLE OF EVENTS
+--------------------------------------------------+-----------------+
| Latest time and date for receipt of Forms of | 9.00 a.m. on 26 |
| Proxy | August 2010 |
+--------------------------------------------------+-----------------+
| General Meeting | 9.00 a.m. on 31 |
| | August 2010 |
+--------------------------------------------------+-----------------+
| Admission and dealings in the VCT/EIS Placing | 8.00 a.m. on 1 |
| Shares expected to commence on AIM | September 2010 |
+--------------------------------------------------+-----------------+
| Admission and dealings in the General Placing | 8.00 a.m. on 2 |
| Shares expected to commence on AIM | September 2010 |
+--------------------------------------------------+-----------------+
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
+---------------------+---------------------------------------+
| "Act" | the Companies Act 2006 |
+---------------------+---------------------------------------+
| "Admission" | the VCT/EIS Admission or the General |
| | Admission, together the "Admissions", |
| | as appropriate |
+---------------------+---------------------------------------+
| "AIM" | the AIM market of the London Stock |
| | Exchange plc |
+---------------------+---------------------------------------+
| "AIM Rules" | the AIM Rules for Companies and the |
| | AIM Rules for Nominated Advisers |
| | published by the London Stock |
| | Exchange plc |
+---------------------+---------------------------------------+
| "Arbuthnot" | Arbuthnot Securities Limited, the |
| | Company's nominated adviser, broker |
| | and placing agent |
+---------------------+---------------------------------------+
| "Byotrol" or "the | Byotrol plc |
| Company" | |
+---------------------+---------------------------------------+
| "Board" or | the board of directors of Byotrol |
| "Directors" | |
+---------------------+---------------------------------------+
| "General Admission" | admission of the General Placing |
| | Shares to trading on AIM |
+---------------------+---------------------------------------+
| "General Meeting" | the general meeting of the Company |
| or "GM" | convened for 9.00 a.m. on 31 August |
| | 2010 (or any adjournment thereof) |
+---------------------+---------------------------------------+
| "General Placing" | the conditional placing to be |
| | undertaken by Arbuthnot as agent for |
| | the Company of the General Placing |
| | Shares at the Placing Price |
+---------------------+---------------------------------------+
| "General Placing | up to 21,840,998, but together with |
| Shares" | the VCT/EIS Placing Shares not |
| | exceeding 26,666,671, new Ordinary |
| | Shares which are to be conditionally |
| | placed in accordance with the terms |
| | of the Placing Agreement pursuant to |
| | the General Placing |
+---------------------+---------------------------------------+
| "Form of Proxy" | the accompanying Form of Proxy for |
| | use by Shareholders in relation to |
| | the GM |
+---------------------+---------------------------------------+
| "Group" | Byotrol and its subsidiaries and |
| | associated companies: Byotrol |
| | Technology Limited, Byotrol Consumer |
| | Products Limited and Byotrol, Inc. |
+---------------------+---------------------------------------+
| "Notice of GM" | the notice of GM, set out at the end |
| | of the circular being posted to |
| | Shareholders today |
+---------------------+---------------------------------------+
| "NWDA" | Northwest Regional Development Agency |
+---------------------+---------------------------------------+
| "Ordinary Shares" | ordinary shares of 0.25 pence each in |
| | the share capital of the Company |
+---------------------+---------------------------------------+
| "Placing" | the VCT/EIS Placing and the General |
| | Placing |
+---------------------+---------------------------------------+
| "Placing Agreement" | the conditional agreement dated 10 |
| | August 2010 made between Arbuthnot |
| | and the Company pursuant to which the |
| | Placing Shares will be conditionally |
| | placed at the Placing Price |
+---------------------+---------------------------------------+
| "Placing Price" | 15 p per Placing Share |
+---------------------+---------------------------------------+
| "Placing Shares" | the VCT/EIS Placing Shares and the |
| | General Placing Shares |
+---------------------+---------------------------------------+
| "Prospectus Rules" | the Prospectus Rules of the Financial |
| | Services Authority |
+---------------------+---------------------------------------+
| "Resolutions" | the resolutions set out in the Notice |
| | of GM |
+---------------------+---------------------------------------+
| "Ruffer" | Ruffer LLP |
+---------------------+---------------------------------------+
| "Ruffer Placing | the 6,766,700 new Ordinary Shares |
| Shares" | which are to be conditionally placed |
| | with Ruffer in accordance with the |
| | terms of the Placing Agreement |
+---------------------+---------------------------------------+
| "Shareholders" | the persons who are registered as the |
| | holders of Ordinary Shares |
+---------------------+---------------------------------------+
| "VCT/EIS Admission" | admission of the VCT/EIS Placing |
| | Shares to trading on AIM |
+---------------------+---------------------------------------+
| "VCT/EIS Placing" | the conditional placing to be |
| | undertaken by Arbuthnot as agent for |
| | the Company of the VCT/EIS Placing |
| | Shares at the Placing Price |
+---------------------+---------------------------------------+
| "VCT/EIS Placing | up to 13,333,333, but together with |
| Shares" | the General Placing Shares not |
| | exceeding 26,666,671, new Ordinary |
| | Shares which are to be conditionally |
| | placed in accordance with the terms |
| | of the Placing Agreement pursuant to |
| | the VCT/EIS Placing |
+---------------------+---------------------------------------+
Notes to Editors:
Byotrol plc (BYOT.L), quoted on AIM, is a leading microbial technology hygiene
company, operating globally in the Health, Food, Leisure, Consumer, Industrial
and Agriculture sectors, providing a low toxicity product with a broad-based and
long lasting efficacy across all microbial classes; bacteria, viruses, fungi,
moulds, microbacteria and algae.
The Byotrol product can be used as a stand alone product or as a complementary
biocide additive to existing products to improve their performance in personal
hygiene, domestic and industrial disinfection, odour control, food production
and food management.
Founded in 2005, the Company has prioritised the development of a technology
that creates easier, safer and cleaner lives through partnering with providers
of essential goods and services. Byotrol is the catalyst behind the aptly named
global 'Hygiene Revolution'.
This information is provided by RNS
The company news service from the London Stock Exchange
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