TIDMULT
RNS Number : 7113Z
Ultrasis PLC
15 December 2014
Ultrasis plc
("Ultrasis" or the "Company")
Update on financial position and proposed
refinancing of up to GBP5.05million
Further to the announcements made by the Company on 20 October
2014, 3 December 2014 and 12 December 2014, Ultrasis announces that
it has agreed non-binding terms with Paul Bell for the ongoing
financing of the Company (the "Proposed Investment"). The Proposed
Investment is a solution to the Company's short term cash
requirements and also gives Ultrasis long term financial support to
pursue its growth strategy.
In addition, existing shareholders will be able to participate
in an equity offering alongside, and on the same terms as, Mr.
Bell.
The Proposed Investment will consist of:
- a cash investment of GBP1.55 million at a price of 0.05 pence
per ordinary share in the capital of the Company ("Ordinary
Shares") (the "Subscription") (or such amount that is equivalent to
0.05 pence per Ordinary Share following the share consolidation and
share split as detailed below) (the "Subscription Price");
- new and/or existing shareholders will be invited to
participate via a placing/open offer ("Open Offer") at the
Subscription Price on the basis that the maximum aggregate
subscription under the terms of the Open Offer will not exceed
GBP500,000. For the avoidance of doubt, the Subscription is not
conditional on the Open Offer; and
- provision of a debt facility equal to GBP3 million (the "New
Facility"). The terms of the New Facility are that:
o GBP1.5 million will be drawn down under the New Facility
immediately (the "Initial Drawdown");
o all amounts drawn down under the New Facility will be
convertible into Ordinary Shares at the Subscription Price at any
time on Mr. Bell's request ("New Facility Shares");
o save for the Initial Drawdown and, subject to Mr. Bell
consenting otherwise, the facility will only be drawn down at up to
a maximum of GBP1 million in any one calendar year and subject to
such drawdown being:
-- in tranches of a maximum of GBP100,000:
-- in each case on 30 days' written notice to Mr. Bell; and
-- subject to a maximum of GBP100,000 in any one calendar month; and/or
-- in amounts of greater than GBP100,000, in each case on 60 days' written notice to Mr Bell.
o a 4% coupon per annum shall be payable at 6 monthly intervals
on all amounts drawn down on 1 March and 1 September in each
year;
o the capital will be non-repayable for a period of 5 years,
following which any amounts drawn down become repayable on
demand;
o early repayment will only be by agreement from all
parties.
o Mr. Bell will be granted a first legal charge/mortgage in a
form satisfactory to him; and
o Mr. Bell, or a person nominated by Mr. Bell, is appointed as a
non-executive director to the main Board of the Company at or
shortly after completion of the Proposal Investment and Mr Bell
will retain a right to make and hold such appointment during the
period in which any facility remains in place.
- On completion of the Proposed Investment, the existing loans
due to Mr. Bell, together with any interest accrued thereon will be
repaid in full.
The Proposed Investment is subject to, inter alia:
- the satisfactory conclusion of a limited due diligence
exercise to be conducted by Mr. Bell and/or other advisors
appointed by Mr Bell for this purpose;
- the approvals of the Ultrasis board, its shareholders and, in
the case of the Waiver referenced below, the Takeover Panel, to a
number of resolutions required to complete the Proposed Investment,
and the publishing by the Company of all necessary shareholders'
circulars and other documentation, including:
o the approval of a waiver under Rule 9 of the Takeover Code
("the "Waiver") which is required as the Proposed Investment would
result in Mr. Bell owning more than 30% of the voting rights in the
Company;
o the granting of the necessary approvals for the directors to
have in place sufficient authorities (and have pre-emption rights
sufficiently dis-applied) to issue and allot the Subscription
Shares and to enter into the New Facility including the issue and
allotment of the New Facility Shares;
o the Company and the shareholders consenting to a share
consolidation and subsequent share split, on terms to be agreed,
resulting in, inter alia, the Ordinary Shares having a nominal
value at a price below the Subscription Price.
o the required statements being made in respect of the proposals
being classed as a related party transaction under the AIM Rule
13;
o the Company granting share options to the management team on
terms to be presented to, and agreed by them but with an aggregate
limit such that no more than 10% of the issued share capital of the
Company is placed under option; and
o the existing loans to Mr. Bell (including accrued interest),
being repaid to Mr. Bell on completion of the Proposed
Investment.
It is anticipated that a circular will be sent to shareholders
by mid February 2015 to convene a General Meeting of the Company
(the "Circular"). The posting of the Circular is subject to
approval of the Waiver by the Panel on Takeovers and Mergers.
For all enquiries relating to Ultrasis please contact:
Ultrasis plc Tel: +44 (0) 20 7535 2050
John Smith, Interim Executive
Chairman
finnCap Ltd Tel: +44 (0) 20 7220 0500
Geoff Nash/Simon Hicks
Notes to Editors:
Ultrasis is a healthcare company with core expertise in health,
psychology, software development and programme management. We
deliver a range of healthcare products to the consumer, the NHS,
the corporate sector and other healthcare providers in the UK and
Internationally. Ultrasis was the first company to offer
computerised products based on Cognitive Behavioural Therapy (CBT)
and interactive multimedia, and is still the world leader in this
field.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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