Issue of Equity
09 Septembre 2003 - 6:19PM
UK Regulatory
RNS Number:5723P
Earthport PLC
09 September 2003
FOR IMMEDIATE RELEASE 9 September 2003
earthport plc ("earthport" or the "Company")
PLACING AND SUBSCRIPTION COMPLETES FUNDRAISING
OF #3.5 MILLION
The Board of earthport announces that it has completed arrangements to issue a
total of 107,160,000 new Ordinary shares of 2.5p each at a price of 2.5p per
share by way of a placing for cash, raising #2,679,000 and exchanged an
agreement for the issue of #400,000 of Convertible Loan Notes (the
"Convertible") to raise a total of #3,079,000 for the Company (before expenses).
On issue the Convertible will be secured by way of a debenture granted to the
holders over the assets of the Company's subsidiary, EnsurePay Limited, and by
way of a charge over the entire issued share capital of EnsurePay Limited.
Seymour Pierce, the Company's broker, has placed 87,070,000 new Ordinary shares
with institutions and private investors. The Company in addition has received
subscriptions for 20,090,000 new Ordinary shares directly. The Convertible was
subscribed for by investors including funds advised by Park Place Capital ("Park
Place Investors").
This funding, together with the amount of #427,500 raised in July 2003 and
announced on 31 July 2003, brings the total raised during the period of July to
September 2003 to #3,506,500, (before expenses).
The new Ordinary shares will represent approximately 29% of the enlarged issued
share capital of earthport.
The Convertible bears a coupon of 10% and can be converted into new Ordinary
shares in the Company at a price of 2.5p per Ordinary share after 7 November
2003. In addition, the Park Place Investors have the right to invest a further
#600,000 up to 19 September 2003 and a further #600,000 up to 30 September 2003
on the same terms as the Convertible. The Company cannot redeem the Convertible
before 1 July 2004.
If the Company redeems the Convertible after 1 July 2004 but before 31 December
2005, there is a provision for the Company to issue additional warrants to allow
the Investors to effectively retain their conversion rights.
In addition, Warrants have been issued to Park Place Investors to subscribe for
an equivalent number of new Ordinary Shares at 2.5p as they could subscribe
through conversion of the Convertible. These Warrants are exercisable at any
time from 7 November 2003 until 7 November 2004.
Assuming full conversion of the Convertible, an additional 64,000,000 new
Ordinary shares would be issued representing approximately 17% of the issued
share capital of the Company as enlarged by today's placing. Otherwise, the
Convertible will be repayable on 31 December 2005.
It is intended that Gelande, in which Rob Cunningham and Robert Rakison have an
interest, will agree to give up certain rights under its existing arrangements
with the Company including inter alia limiting their rights to certain fees and
other percentage interests in subsidiaries of earthport. EnsurePay Ltd becomes
100% owned by earthport plc. Gelande has no interest in EnsurePay Ltd except in
the case of the sale of EnsurePay Ltd when Gelande will receive 20% of the net
proceeds.
Grundberg Mocatta Rakison (GMR), solicitors, of which earthport non executive
director Robert Rakison is a partner, has agreed to commute the interest of
approximately #27,000 on its unpaid fees into Loan Notes Series 6 bearing a
Coupon of 10% and convertible at a price of 2.5p into new Ordinary shares at any
time after 4 November 2003. Otherwise the Loan Notes will be repayable on 31
December 2004. In addition GMR has also come to an arrangement for its unpaid
fees to be paid over time.
The proceeds of the issue will be used to provide additional working capital for
the development of the Group.
In addition the Company has issued 663,478 new Ordinary shares in settlement of
miscellaneous staff payments and 650,000 new Ordinary shares in settlement of
commissions.
The new Ordinary shares rank pari passu in all respects with the existing
ordinary shares in issue. Application is being made for the new ordinary shares
to be admitted to trading on the Alternative Investment Market of the London
Stock Exchange and dealings are expected to commence on 12 September 2003.
Note: Following the above issues of new Ordinary shares, there will be a total
of 370,135,330 ordinary shares in issue as at 12 September 2003.
Board Change
Claire Rawlins has resigned from the Board of earthport plc with immediate
effect.
For further information, please contact:
earthport plc
Andy Ripley Chairman
Rob Cunningham Tel: +44 (0)20 7907 1100
info@earthport.com www.earthport.com
Media enquiries:
Bankside Consultants
Ariane Vacher / Julian Bosdet Tel: +44 (0) 20 7444 4140
Ariane.vacher@bankside.com www.bankside.com
This information is provided by RNS
The company news service from the London Stock Exchange
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