TIDMBYOT
RNS Number : 5616Q
Byotrol PLC
21 October 2011
21 October 2011
Byotrol plc
("Byotrol" or the "Company")
Subscription and Placing of 32,796,594 new Ordinary Shares to
raise approximately GBP2.5 million
Key points:
-- Placing of 31,709,927 new Ordinary Shares and subscription of
1,086,667 new Ordinary Shares at 7.5 pence to raise GBP2.46m before
expenses
-- Significant advancements made by Byotrol in Industrials, Food
& Beverages, and global Consumer Products sectors
-- Proceeds to be used for the continued product, technological
and brand development of Byotrol, and the delivery of existing
supply contracts to achieve sustainable profitability and cash
generation
Commenting on the placing, Gary Millar, Chief Executive of
Byotrol, said:
"The Placing will enable Byotrol to deliver on major contracts
and build upon the excellent progress made in recent months. The
continued support of our existing shareholders coupled with the
interest of new institutions bears out the Company's strategy for
growth. The Directors are confident that the Company will soon
deliver on that strategy and generate revenue growth as focused
partnerships and major contract wins come to fruition. "
Placing and Use of Proceeds
Byotrol, the developer of anti microbial hygiene technologies,
today announces that it has conditionally raised GBP2.46 million
before expenses, by the placing (the "Placing") for cash by
finnCap, acting as agent for the Company, of 31,709,927 new
ordinary shares of 0.25 pence each ("Ordinary Shares") (the
"Placing Shares") at 7.5 pence per Placing Share (the "Issue
Price") and the subscription (the "Subscription") of 1,086,667 new
Ordinary Shares (the "Subscription Shares") at the Issue Price.
In the past 18 months the Company has delivered growth in the
industrials sector; made a compelling case for its brand focus in
food and beverages; made a strategic change in healthcare; and
developed its strategy in global consumer products in partnership
with a US Fortune 150 company.
Furthermore the Company has increased brand awareness across all
focus areas and now has a proven supply line and in-store adoption
in major high street chains and specialist suppliers. The agreement
with Rentokil Initial plc, announced on 20 July 2011, in particular
reflects the momentum which is currently being generated and
represents a major opportunity for Byotrol.
Accordingly, the net proceeds of the Subscription and Placing
will be used to maintain the momentum generated by the Company to
deliver existing contracts and thereby achieve sustainable
profitability and cash generation. The Company also intends to
invest further in its brand building capabilities and to continue
the product and technology development which has attracted major
international companies to incorporate Byotrol products into their
ranges.
Directors' Shareholdings
Each of the Directors will be subscribing for Ordinary Shares in
the Subscription. The interests of the Directors following the
Subscription and Placing will be as follows:
Resulting holding
as a percentage
Resulting number of the Ordinary
Number of Subscription of Ordinary Shares Shares in issue
Shares subscribed held after General immediately after
Director for in the Subscription Admission General Admission
Ralph Kugler 400,000 1,323,333 0.92%
Gary Millar 133,333 450,333 0.31%
Stephen Falder 133,333 4,209,187 2.93%
Richard Bell 66,667 116,667 0.08%
Adrian Smith 40,000 40,000 0.03%
Till Medinger 266,667 472,667 0.33%
Related Party Transaction
Ruffer LLP ("Ruffer") and Maunby Investment Management Ltd
("Maunby") are subscribing for 15,600,001 Placing Shares in the
Placing. Following admission of the Subscription Shares and Placing
Shares to trading on the AIM Market of the London Stock Exchange
plc ("Admission"), Ruffer will have an interest in 39,957,048
Ordinary Shares, representing 27.73% of the Company's enlarged
issued share capital and Maunby will have an interest in 20,496,709
Ordinary Shares, representing 14.28% of the Company's enlarged
issued share capital.
The subscription for Placing Shares by Ruffer and Maunby are
considered related party transactions pursuant to the AIM Rules for
Companies because Ruffer and Maunby are substantial shareholders in
the Company.
The Directors of the Company, having consulted with the
Company's nominated adviser, finnCap, consider that the terms of
the subscription for Placing Shares by Ruffer and Maunby are fair
and reasonable insofar as the Company's shareholders are
concerned.
General Meeting
The Subscription and Placing are conditional upon, inter alia,
shareholder approval to be sought at a General Meeting of the
Company to be held on 7 November 2011 and Admission. A circular
will be sent to shareholders of the Company later today,
incorporating a notice of General Meeting.
Each of the Directors have irrevocably undertaken to vote in
favour of the resolutions to be proposed at the General Meeting in
respect of their own beneficial holdings totalling 5,572,187
Ordinary Shares, representing, in aggregate 5.03 per cent. of the
existing Ordinary Shares.
Admission
The Placing is being undertaken in two tranches in order to
comply with current legislation relating to the Enterprise
Investment Scheme and Venture Capital Trusts. Application will be
made for Admission on 3 November 2011. It is expected that, subject
to shareholder approval, Admission of an initial 5,469,668 Placing
Shares and 706,667 Subscription Shares will occur on 8 November
2011 and Admission of the remaining 26,240,259 Placing Shares and
380,000 Subscription Shares will occur on 9 November 2011. In both
instances, dealings will commence on AIM on the same day as
Admission. The Subscription Shares and Placing Shares will rank
pari passu with the existing Ordinary Shares currently traded on
AIM. Following Admission, there will be 143,579,676Ordinary Shares
in issue.
Contact
Byotrol plc
Gary Millar - Chief Executive 01925 742 000
Richard Bell - Finance Director
finnCap
Geoff Nash/Christopher Raggett - Corporate 020 7220 0500
Finance
Tom Jenkins/Simon Starr - Corporate Broking
020 3176 4722
Winningtons 0797 122 1972
Tom Cooper/Paul Vann tom.cooper@winningtons.co.uk
PLACING STATISTICS
Number of Existing Shares 110,783,082
Number of Placing Shares being placed on
behalf of the Company 31,709,927
Number of Subscription Shares to be issued
pursuant to the Subscription 1,086,667
Number of Ordinary Shares in issue following
completion of the Subscription and Placing 143,579,676
Issue Price 7.5p
Gross funds raised pursuant to the Subscription GBP2.46 million
and Placing
Number of Subscription Shares and Placing 29.60 per
Shares as a percentage of the Enlarged Issued cent.
Share Capital
Market Capitalisation of the Company at GBP10.77
Admission at the Issue Price million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt 9.00 am on 3 November
of Forms of Proxy for the General 2011
Meeting
Date and time of General Meeting 9.00 am on 7 November
2011
Admission and commencement of dealings 8.00 am on 8 November
in the VCT/EIS Shares 2011
Admission and commencement of dealings 8.00 am on 9 November
in the General Shares 2011
CREST accounts credited with Placing 9 November 2011
Shares
Despatch of definitive share certificates By 23 November 2011
for Subscription Shares and Placing
Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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