Proposed Scheme of Arrangement
06 Septembre 2010 - 8:00AM
UK Regulatory
TIDMPROV
RNS Number : 1664S
Proventec PLC
06 September 2010
+------------------------------+------------------------------+
| Press Release | 6 September 2010 |
+------------------------------+------------------------------+
Proventec plc
("Proventec" or the "Company")
Proposed Scheme of Arrangement
and further Update re Suspension
Further to the Company's announcement on 8 July 2010, the Board of Proventec plc
(AIM:PROV, Alternext:ALPTC) is pleased to announce that, after detailed
discussions with applicable parties, it has come to an agreement in principle
with the representatives of the holders of more than 75% in value (the
"Principal Loan Noteholders") of the GBP15 million 8.5% fixed rate convertible
guaranteed unsecured loan notes 2012 (the "Loan Notes"), as to the terms and
means by which the Company intends to restructure the Loan Notes (and the
Company's other loan debts of circa GBP6 million, the benefit of which are
proposed to be transferred to the holders of the Loan Notes (the "Loan
Noteholders") by InnoConcepts N.V.) (such proposed restructuring, the
"Transaction").
It is intended that the Transaction will be effected by way of a scheme of
arrangement, pursuant to Part 26 of the Companies Act 2006, between the Loan
Noteholders and the Company and will be subject, inter alia, to the approval of
the board of Proventec and of the applicable majorities of the Loan Noteholders
and of the shareholders of Proventec and to the sanctioning of the scheme of
arrangement by the Companies Court (part of the Chancery Division of the High
Court). The Transaction would result in a significant reduction of the
Company's term debt to a principal sum of GBP7 million (by way of a conversion
of the loan debts referred to above, and of a significant proportion of the Loan
Notes, into equity at a rate of 57p per new ordinary share) and would result in
the current holders of the Loan Notes holding an additional 61.23 per cent of
the enlarged issued share capital of the Company.
As part of the agreement in principle reached with the Principal Loan
Noteholders to effect the Transaction, GBP1.5 million out of the new GBP2.5
million cash injection (referred to in the announcement made by the Company on 8
July 2010) has been authorised for release to the Company by the Principal Loan
Noteholders. Given the anticipated timetable for completion of the Transaction,
the Principal Loan Noteholders have made this GBP1.5 million available in the
interim, to support the Company's trading and growth plans. The balance of
these new funds, being GBP1 million, would be available to be drawn down by the
Company after the scheme of arrangement has become effective.
Proventec intends to send circulars to the Loan Noteholders and to its
shareholders explaining the background to and reasons for the proposals, the
effect of the Transaction and how it will benefit the Company. The circular to
shareholders will convene a general meeting of Proventec's shareholders (and the
circular to the Loan Noteholders will convene applicable meeting(s) of the Loan
Noteholders) to approve the Transaction. Extraordinary resolutions have been
passed (on 6 July 2010 and 3 September 2010) by the Principal Loan Noteholders
in anticipation of, and in order to facilitate, the Transaction (and to
facilitate the release of the guarantee given by InnoConcepts N.V. in respect of
the repayment of the Loan Notes). Copies of these resolutions will be made
available in the Investors' section of the Company's website,
www.proventecplc.com.
It is expected that trading in the Company's securities on AIM will remain
suspended until the scheme of arrangement becomes effective, which is currently
expected to be in November 2010.
- Ends -
For further information, please contact:
+-----------------------------------+--------------------------+
| Proventec plc | |
+-----------------------------------+--------------------------+
| David Chestnutt, Chief Executive | Tel: + 44 (0) 151 706 |
| | 0626 |
+-----------------------------------+--------------------------+
| dchestnutt@proventecplc.com | www.proventecplc.com |
+-----------------------------------+--------------------------+
+-----------------------------------+--------------------------+
| Seymour Pierce Limited |
+--------------------------------------------------------------+
| Nicola Marrin | Tel: + 44 (0) 20 7107 |
| | 8047 |
+-----------------------------------+--------------------------+
| Corporate Finance | www.seymourpierce.com |
+-----------------------------------+--------------------------+
Media enquiries:
+-----------------------------------+---------------------------+
| Abchurch Communications | |
+-----------------------------------+---------------------------+
| Henry Harrison-Topham / Simone | Tel: +44 (0) 20 7398 7702 |
| Elviss | |
+-----------------------------------+---------------------------+
| henry.ht@abchurch-group.com | www.abchurch-group.com |
+-----------------------------------+---------------------------+
Notes to editors:
Proventec manages a complementary portfolio of integrated businesses that
specialise in hygienic solutions and preventative coatings technologies.
Headquartered in Liverpool, UK, the Company operates in global markets,
pioneering developments within the healthcare, food manufacturing, hospitality
industries, transportation, construction, and other sectors. Companies in
Proventec's portfolio include:
+-----------------+----------------------------------+-----------+
| Company | Business area | Employees |
| | | |
+-----------------+----------------------------------+-----------+
| OspreyDeepClean | The world's leading provider of | 34 |
| | low pressure, chemical-free, | |
| | specialist dry saturated steam | |
| | cleaning technology. | |
| | | |
+-----------------+----------------------------------+-----------+
| Contico | Provider of general cleaning | 45 |
| Manufacturing | products and janitorial | |
| | equipment and supplies. | |
| | | |
+-----------------+----------------------------------+-----------+
| Frank | Manufacturer and distributer of | 22 |
| | automated cleaning systems and | |
| | products including portable high | |
| | pressure washers, self-service | |
| | vehicle wash stations and dry | |
| | steamers. | |
| | | |
+-----------------+----------------------------------+-----------+
| Magma | Develops a wide range fire | 4 |
| Firestop | retardant coatings, for the | |
| | treatment of building and | |
| | thatching materials. | |
| | | |
+-----------------+----------------------------------+-----------+
| InnoShield | Develops transparent coatings | 1 |
| Systems | protecting against UV rays and | |
| | corrosion. | |
| | | |
+-----------------+----------------------------------+-----------+
Proventec Healthcare provides innovative solutions for infection control and
effective cleaning in the healthcare sector. The Company's specialist steam
cleaning technology has been successfully proven in clinical trials with
University College London Hospitals to rid all areas and combat the spread of
micro-organisms, including 'superbugs' such as MRSA and Clostridium difficile.
The Company, which employs a team of five, has developed specialist, patented
tooling, which has been designed to be used within hospitals on a daily basis
and enable the user to clean difficult to reach areas including mattresses, bed
frames and curtains without the use of antimicrobial chemicals that may
contribute to microbial resistance.
The Company joined the AIM Market in June 2002 and was dual listed on Alternext
in May 2008. For further information please visit www.proventecplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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