TIDMBYOT
RNS Number : 4425K
Byotrol PLC
25 June 2014
Byotrol plc
("Byotrol" or the "Company")
Conditional subscription and Placing of 41,666,668 new Ordinary
Shares to raise GBP1.25 million
Key points:
-- Placing of 38,666,667 new Ordinary Shares and subscription of
3,000,001 new Ordinary Shares at 3 pence to raise GBP1.25m before
expenses
-- Support from new and existing institutional shareholders
-- Board participation by way of Subscription
-- Fundraising subject to approval of the Company's shareholders
at the Annual General Meeting to be held on 29 July 2014
-- Proceeds to be used for investment in sales and marketing
resource, geographical expansion, regulatory approvals,
intellectual property development and working capital.
Commenting on the placing, David Traynor, Chief Executive of
Byotrol, said:
"We are delighted to have received such strong support from our
existing and new institutional shareholders. This fundraising will
allow Byotrol to consolidate on the progress made following the
integration of Byotrol Consumer Products and will allow us to
invest for growth from our new, leaner, stronger base."
Placing and Use of Proceeds
Byotrol, the developer of anti microbial hygiene technologies,
today announces that it has conditionally raised GBP1.25 million
before expenses, by the placing (the "Placing") for cash by
finnCap, acting as agent for the Company, of 38,666,667 new
ordinary shares of 0.25 pence each ("Ordinary Shares") (the
"Placing Shares") at 3 pence per Placing Share (the "Issue Price")
and the subscription (the "Subscription") of 3,000,0001 new
Ordinary Shares (the "Subscription Shares") at the Issue Price.
Over the past year, the Company has achieved a number of key
milestones, not least of which was the acquisition of Byotrol
Consumer Products Ltd. The enlarged entity has since undergone a
period of integration, consolidation and rationalisation but has
continued to grow sales over this period and is beginning to see
the benefits of the decisions that the management team has taken -
a streamlined company with increased sales and a more robust
financial position. These benefits and further discussion on the
Company's operations can be found in Byotrol's preliminary results
announcement released this morning.
Accordingly, the net proceeds of the Placing and Subscription
will be used to maintain the momentum generated by the Company to
ensure it has the correct systems, procedures and approvals to
capitalise on its inherent technological advantage. The Company
also intends to invest further in sales and marketing efforts with
the aim of securing further revenue across its business.
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:
Director Existing Number Number of Resulting Resulting Percentage
number of Ordinary Subscription number holding holding
of Ordinary Shares Shares of Ordinary as a percentage following
Shares to be subscribed Shares of the Ordinary Admission
held issued for in the held after Shares in and conversion
if Loan Subscription Admission issue of the
Notes** immediately loan notes
are converted after Admission
Nicholas
Martel* 18,693,513 1,123,837 2,000,000 20,693,513 9.20 9.34
David
Traynor 4,280,001 1,123,837 416,667 4,696,668 2.09 2.49
Till Medinger 593,854 674,302 416,667 1,010,521 0.45 0.72
*includes a non-beneficial interest in 18,693,513 Ordinary
Shares
** The Company issued GBP380,000 of loan notes ("Loan Notes") on
20 December 2013 to the Directors and other parties. The Loan Notes
have a term of three years with a coupon of 10% per annum.
Following the issue of the Placing Shares and Subscription Shares,
the Loan Notes will be convertible into Ordinary Shares at a price
of 4.4p per Ordinary Share.
Related Party Transaction
Ruffer LLP ("Ruffer") and Maunby Investment Management
("Maunby") are subscribing for Placing Shares and the Directors are
subscribing for Subscription Shares. Following admission of the
Placing Shares and Subscription Shares to trading on the AIM Market
of the London Stock Exchange plc ("Admission"), Ruffer will have an
interest in 51,059,134 Ordinary Shares, representing 22.69% of the
Company's enlarged issued share capital, Maunby will have an
interest in 24,040,006 Ordinary Shares, representing 10.68% of the
Company's enlarged issued share capital and the Director's
interests will be as shown above.
The subscription for Placing Shares and Subscription Shares by
Ruffer, Maunby and the Directors are considered related party
transactions pursuant to the AIM Rules for Companies because Ruffer
and Maunby are currently substantial shareholders in the Company
and Directors participation is considered in aggregate.
Given all Directors are participating in the Subscription, there
are no Independent Directors of the Company. The Company's
nominated adviser, finnCap, considers that the terms of the
subscription for Placing Shares and Subscription Shares by Ruffer,
Maunby and the Directors 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 the Annual General Meeting of
the Company to be held on 29 July 2014 and Admission. The Company
intends to send its Annual Report and Accounts containing the
Notice of its Annual General Meeting to shareholders on or around 3
July 2014.
Admission
Application will be made for Admission to occur and for dealings
to commence in the Placing Shares and Subscription Shares on 30
July 2014. The Subscription Shares and Placing Shares will rank
pari passu with the existing Ordinary Shares currently traded on
AIM. Following Admission, there will be 225,034,769 Ordinary Shares
in issue.
Contact
Byotrol plc
David Traynor - Chief Executive Officer
Dawn Williams - Investor Relations
01925 742 000
finnCap
Geoff Nash/Christopher Raggett - Corporate
Finance
Mia Gardner - Corporate Broking 020 7220 0500
This information is provided by RNS
The company news service from the London Stock Exchange
END
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