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RNS Number : 5044D - Provexis PLC - 03 December 2009
Open Offer of up to 85,211,664 new Ordinary Shares at 2.5 pence per share
on the basis of 1 Offer Share for every 12 Existing Shares with Excess
Application Facility
The Board of Provexis today announces that it proposes to raise up to
approximately GBP2.1 million (before expenses) by way of an Open Offer. The Open
Offer follows the completion of the Subscription by the Company, as announced on
25 September 2009. The Company is able to undertake the Open Offer within the
authorities that were approved by Shareholders at the annual general meeting of
the Company held on 15 October 2009. There is no requirement for Shareholders to
vote on the Open Offer. Qualifying Shareholders may subscribe for Offer Shares
above their basic pro rata Open Offer Entitlements if they so wish under the
Excess Application Facility.
Reasons for the Open Offer
The Company announced on 25 September 2009 a subscription by new and existing
shareholders of 200,000,000 new Ordinary Shares at a price of 2.5p per share to
raise GBP5 million before commission and expenses. The subscription price
represented a discount of approximately 72.2 per cent. to the closing mid-market
price of 9 pence per Ordinary Share on 24 September 2009, being the last dealing
day prior to the announcement of the Subscription.
While the Directors believed the Subscription to be in the best interests of the
Company and Shareholders as a whole, they considered it appropriate that all
Shareholders should be offered the opportunity to participate at the same price
per share as those subscribing for the Subscription. At the time of the
Subscription an offer to existing Shareholders by way of a rights or other
pre-emptive issue was not practicable or feasible due to the delays that would
be incurred.
Following the completion of the Subscription, the Directors are now able to
proceed with an open offer to allow Shareholders to invest in the Company at the
same price per share as those subscribing in the Subscription.
Details of the Open Offer
Qualifying Shareholders are invited to apply for Offer Shares under the Open
Offer at a price of 2.5 pence per Offer Share, payable in full on application
and free of all expenses, pro rata to their existing shareholdings on the basis
of:
1 Offer Share for every 12 Existing Ordinary Shares
held at the Open Offer Record Date. Entitlements of Qualifying Shareholders will
be rounded down to the nearest whole number of Offer Shares. Fractional
entitlements which would have otherwise arisen will not be issued. The Open
Offer is subject to Admission becoming effective by 8.00 a.m. 22 December 2009
(or such later date being not later than 8.00 a.m. on 30 December 2009, as the
Company may decide).
The Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
The Offer Shares have not been placed subject to clawback nor have they been
underwritten. Consequently, there may be either no Offer Shares or fewer than
85,211,664 Offer Shares issued pursuant to the Open Offer.
The Open Offer has been structured so as to allow Qualifying Shareholders to
subscribe for Ordinary Shares at the Offer Price pro rata to their existing
holdings. Qualifying Shareholders may, in addition, make applications in excess
of their basic pro rata Open Offer Entitlements. Once subscriptions under the
basic pro rata Open Offer Entitlements have been satisfied, the Company shall
scale back any excess applications on a pro rata basis in proportion to the
total number of Excess Shares applied for under the Excess Application Facility.
To the extent that Offer Shares are not subscribed by Qualifying Shareholders,
Open Offer entitlements will lapse.
Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for any whole number of Excess Shares in excess of their
Basic Entitlement. Qualifying Non-CREST Shareholders who wish to apply to
subscribe for more than their Basic Entitlement should complete the relevant
sections on the Non-CREST Application Form. Qualifying CREST Shareholders will
have Excess CREST Open Offer Entitlements credited to their stock account in
CREST. The Excess Application Facility enables Qualifying CREST Shareholders to
apply for Excess Shares in excess of their Basic Entitlement up to a maximum
number of Excess Shares equal to ninety times the number of Existing Shares
registered in their name as at the Record Date. If however Qualifying CREST
Shareholders wish to apply for more than ninety times the number of Existing
Shares registered in their name as at the Record Date, up to the maximum number
of shares available under the Open Offer the Qualifying CREST Shareholder should
contact Equiniti directly. Excess applications may be allocated in such manner
as the Directors determine, in their absolute discretion, and no assurance can
be given that applications by Qualifying Shareholders under the Excess
Application Facility will be met in full or in part or at all.
PLEASE NOTE: Qualifying Shareholders can apply for as few or as many Offer
Shares as they wish but will only be guaranteed to receive their basic pro rata
Open Offer Entitlement. Excess applications may be fulfilled entirely or may be
scaled back depending on Qualifying Shareholder demand.
Settlement and dealings
Application will be made to the London Stock Exchange for the Offer Shares to be
admitted to trading on AIM. It is expected that such Admission will become
effective and that dealings will commence on 22 December 2009.
Current trading
The Company has today announced its unaudited interim results for the six months
ended 30 September 2009.
Action to be taken in respect of the Open Offer
Shareholders (non-CREST)
Qualifying non-CREST Shareholders will be sent an Application Form which gives
details of your basic Open Offer Entitlements (as shown by the number of basic
pro rata Open Offer Entitlements allocated to you). If Qualifying non-CREST
Shareholders wish to apply for Offer Shares under the Open Offer (including
additional Excess Shares under the Excess Application Facility), they should
complete this Application Form and post it in the accompanying prepaid envelope,
together with payment in full in respect of the number of Offer Shares applied
for to Equiniti, so as to arrive as soon as possible and in any event so as to
be received no later than 11.00 a.m. on 21 December 2009.
Qualifying CREST Shareholders
No Application Form will be sent to Qualifying CREST Shareholders, they will
receive a credit in their appropriate stock account in CREST in respect of the
Open Offer Entitlements representing their basic Open Offer Entitlements and
also in respect of their Excess CREST Open Offer Entitlements, except (subject
to certain exceptions) if they are in the United States, or have a registered
address in, or are resident in United States, Canada, Japan, Australia or the
Republic of South Africa. If Qualifying CREST Shareholders wish to apply for
more than their Excess CREST Open Offer Entitlement they should contact Equiniti
directly.
Qualifying Shareholders can apply for as few or as many Offer Shares as they
wish but will only be guaranteed to receive up to their basic pro rata Open
Offer Entitlement. Excess applications may be fulfilled entirely or may be
scaled back depending on Qualifying Shareholder demand. In the event Excess
Applications are scaled back any excess monies will be returned to non-CREST
Shareholders by cheque and to CREST Shareholders through CREST.
Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsors regarding the action to be taken in connection with the
Open Offer.