RNS Number : 2910Y
Mid-States PLC
03 July 2008
3 July 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA,
AUSTRALIA OR THE REPUBLIC OF IRELAND
Mid-States plc
("Mid-States" or "the Company")
Placing of 6,970,000 Ordinary Shares at 16 pence per share to raise �1.1 million (the "Placing")
Mid-States plc (AIM: MST), a leading environmental technology group, is pleased to announce that it has raised �1,115,200 before expenses,
through a placing of 6,970,000 new Ordinary Shares at 16 pence each (*Placing Shares*). These shares have been conditionally placed with
institutional investors by the Company*s NOMAD and broker, Panmure Gordon.
The proceeds of the placing will be used to provide the company with additional working capital to enable it to accelerate penetration
of the market for the AD, Mid-States groundbreaking air disinfection unit.
Application will be made for admission of the Placing Shares to AIM and dealings are expected to commence on 9 July 2008. The Placing
Shares will, on Admission, rank pari passu with the existing Ordinary Shares.
David Plucinsky, Chairman, commented on the Placing and the current trading of the Company:
"The Company has made good progress recently with the distribution agreements with Sunlight in the UK and Aerosan in Ireland. These
funds will allow the Company to invest in further penetration of the market for the AD in the UK, in Ireland, and Europe."
Ends
For further information please contact:
Mid-States plc Tel: +44 (0)20 7603 1515
David Plucinsky, Chairman
Andrew Tonks, Finance
Director
Panmure Gordon (UK) Limited Tel: +44 (0)20 7459 3600
Andrew Godber
Tom Nicholson
Brunswick Group LLP Tel: +44 (0)20 7404 5959
Jonathan Rhodes
Justine McIlroy
About Mid-States
Mid-States is a leading environmental technology group founded on proven expertise in atmospheric chemistry. Its technologies target
global concerns and interest in clean air and an improved environment.. The Group's AD air disinfection unit is based on research conducted
by Professor Derek Elwood, a consultant to the Group, when he was working at the government research facility at Porton Down. The air
disinfection device generates a continuous cascade of hydroxyl radicals indoors, reproducing the same effect as occurs naturally outdoors.
This effect is scientifically proven to be effective in an enclosed environment in killing well publicised pathogens including MRSA, E. coli
and C. diff in addition to those associated with influenza and other illnesses. It is suitable for use in a variety of environments
including hospitals, care homes, and offices..
Mid-States' subsidiary, Inov8, is a global leader in fuel system testing technology and the provision of equipment directed toward
meeting emission requirements and increasing fuel efficiency. Its customers include manufacturers such as Ford, Renault and Volkswagen as
well as tier one suppliers including Siemens, Delphi and Denso. The Group is well positioned to take advantage of the demand that will be
generated by the increasingly stringent EU and US emission regulations.
Panmure Gordon (UK) Limited is authorised and regulated in the United Kingdom by The Financial Services Authority, is advising
Mid-States and no-one else in connection with the Placing and will not be responsible to any person other than Mid-States for providing the
protections afforded to their clients or for advising any other person in relation to the Placing.
This announcement has been issued by, and is the sole responsibility of, Mid-States. This announcement does not constitute an offer to
underwrite, subscribe or otherwise acquire or dispose of any new Ordinary Shares or other shares in Mid-States.
The Ordinary Shares have not been, and will not be registered under the United States Securities Act of 1933, as amended (the
'Securities Act') or under the securities legislation of any state of the United States, and may not be offered or sold in the United
States. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of
Canada; no document in relation to the Placing has been, or will be, lodged with, or registered by, The Australian Securities and
Investments Commission; no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the
Placing; and no registration statement has been, or will be, filed with the Irish Stock Exchange in relation to the Placing. Accordingly,
subject to certain exceptions, the Ordinary Shares the subject of the Placing may not, directly or indirectly, be offered or sold within the
United States, Canada, Australia, Japan or the Republic of Ireland or offered or sold to a resident of the United States, Canada, Australia, Japan or the Republic of Ireland.
This press release may contain forward-looking statements with respect to Mid-States and its operations, strategy, financial performance
and condition. These statements generally can be identified by use of forward looking words such as "may", "will", "expect", "estimate",
"anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of
Mid-States could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed.
Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and
market factors, competition, changes in government regulation. The cautionary statements qualify all forward-looking statements attributable
to Mid-States and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the parties have no obligation to update
such statements.
APPENDIX
This appendix contains important information for Placees (as defined below) in the United Kingdom. Members of the public are not
eligible to take part in the Placing. This appendix and the terms set out herein are directed only at persons in the United Kingdom selected
by Panmure Gordon who have professional experience in matters relating to investments and are "investment professionals" within the meaning
of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or are otherwise persons
to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment
activity to which the terms and conditions set out herein relates is available only to such persons and will be engaged in only with such
persons.
Terms of the Placing
If a Relevant Person chooses to participate in the Placing by making or accepting an offer to acquire new Ordinary Shares (each such
Relevant Person whose participation is accepted by Panmure Gordon in accordance with this appendix being hereinafter referred to as a
"Placee" and together, as the "Placees") it will be deemed to have read and understood this announcement and this appendix in its entirety
and to be making or accepting such offer on the terms and to be providing the representations, warranties and acknowledgements, contained in
this appendix.
The new Ordinary Shares referred to in this announcement have not been and will not be registered under the Securities Act of 1933 (the
"Securities Act") or the securities laws of any state of the United States of America (the "United States"), and may not be offered or sold,
taken up, delivered or transferred (directly or indirectly) and will not qualify for sale within the United States. There will be no public
offer of the new Ordinary Shares in the United States. The new Ordinary Shares have not been recommended, approved or disapproved by any
United States federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the
accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The
new Ordinary Shares will not be lodged or registered with the Australian Securities and Investments Commission under Australia's
Corporations Law and are not being offered for subscription or sale and may not be directly or indirectly offered, sold or delivered in or into Australia or for the account or benefit of any
person or corporation in (or with a registered address in) Australia. No document in relation to the new Ordinary Shares has been or will be
lodged for registration with the Registrar of Companies in the Republic of Ireland and the new Ordinary Shares will not be offered, sold or
delivered, directly or indirectly in the Republic of Ireland. All subscribers for new Ordinary Shares must provide addresses outside the
Republic of Ireland for the receipt of certificates for new Ordinary Shares. The relevant clearances have not been, and will not be obtained
from the Ministry of Finance of Japan and no circular in relation to the new Ordinary Shares has been or will be lodged with or registered
by the Ministry of Finance of Japan. The new Ordinary Shares may not therefore be offered or sold, directly or indirectly, in or into Japan,
its territories and possessions and any areas subject to its jurisdiction. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in
relation to the new Ordinary Shares. The new Ordinary Shares may not therefore be offered or sold directly or indirectly in or into South
Africa. This announcement and appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new
Ordinary Shares in any jurisdiction. The distribution of this announcement and the placing and issue of the new Ordinary Shares in certain
jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company and Panmure
Gordon to inform themselves about and to observe any such restrictions.
1. Panmure Gordon will arrange the Placing as agent for and on behalf of
the Company. Participation will only be available to persons invited to
participate by Panmure Gordon. Panmure Gordon will determine in its
absolute discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each Placee.
2. The price payable per new Ordinary Share shall be the Placing Price.
3. A Placee's commitment to subscribe for a fixed number of new Ordinary
Shares will be agreed with and confirmed to it orally by Panmure Gordon
(the "Placing Commitment") and a contract note (a "Contract Note") will
be dispatched as soon as possible thereafter. The oral confirmation to
the Placee by Panmure Gordon (the "Oral Confirmation") constitutes an
irrevocable, legally binding contractual commitment to Panmure Gordon
(as agent for the Company) to subscribe for the number of new Ordinary
Shares allocated to it on the terms set out in this appendix.
4. Commissions will not be paid to Placees in connection with the Placing.
5. The agreement entered into between Panmure Gordon and the Company in
connection with the Placing (the "Placing Agreement") will automatically
terminate (subject to Panmure Gordon's right to waive the non-fulfilment
of any of the conditions set out below) if any of the following
conditions have not been fulfilled on or before the time and date set
for their fulfilment, or otherwise become incapable of being fulfilled:
(i) the publication by the Company of this press announcement; (ii) the
delivery by the Company to Panmure Gordon of a certified copy of a board
minute evidencing the allotment of the new Ordinary Shares; and (iii)
Admission. If the Placing Agreement is terminated prior to Admission,
the Placing will lapse and the rights and obligations of the Placees
hereunder shall cease and determine at such time and no claim can be
made by any Placee in respect thereof. In such event, all monies (if
any) paid by the Placees to Panmure Gordon at such time shall be
returned to the Placees at their sole risk w
6. Neither Panmure Gordon nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of its contractual rights to waive
or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
7. Each Placee acknowledges to, and agrees with, Panmure Gordon for itself
and as agent for the Company, that except in relation to the information
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing.
8. Settlement of transactions in the new Ordinary Shares following
Admission (as the case may be) will take place within CREST, subject to
certain exceptions. Panmure Gordon reserves the right to require
settlement for and delivery of the new Ordinary Shares to the Placees in
such other means that it deems necessary if delivery or settlement is
not possible within CREST within the timetable set out in this
announcement or would not be consistent with the regulatory requirements
in the jurisdictions of such Placees.
9. It is expected that settlement of the Placing will occur on 9 July 2008,
on which date each Placee must settle the full amount owed by it in
respect of the Placing Shares allocated to it. Panmure Gordon may
(after consultation with the Company) specify a later settlement date
(or dates) at its absolute discretion. Payment must be made in cleared
funds. The payment instructions for settlement in CREST and settlement
outside of CREST will be set out in the Contract Note. The trade date of
the Placing Shares is 9 July 2008. Interest is chargeable daily on
payments to the extent that value is received after the due date at the
rate per annum of 2 percentage points above the Barclays Bank plc base
rate. If a Placee does not comply with these obligations, Panmure Gordon
may sell the new Ordinary Shares allocated to such Placee (as agent for
such Placee) and retain from the proceeds, for its own account, an
amount equal to the Placing Price plus any interest due. The relevant
Placee will, however, remain liable,
10. If new Ordinary Shares are to be delivered to a custodian or settlement
agent of a Placee, the relevant Placee should ensure that its Contract
Note is copied and delivered immediately to the relevant person within
that organisation. Insofar as new Ordinary Shares are to be registered
in the name of a Placee or that of its nominee or in the name of any
person for whom the Placee is contracting as agent or that of a nominee
for such person, such new Ordinary Shares will, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its behalf):
1. represents and warrants that it has read this announcement in its
entirety and acknowledges that its participation in the Placing will be
governed by the terms of this appendix and press release and the Placing
Agreement;
2. represents, warrants and undertakes that it will subscribe for the new
Ordinary Shares allocated to it in the Placing and pay up for the same
in accordance with the terms of this appendix failing which the relevant
new Ordinary Shares may be placed with other subscribers or sold as
Panmure Gordon determines and without liability to such Placee;
3. undertakes and acknowledges that its obligations under the Placing are
irrevocable;
4. represents and warrants that it is entitled to subscribe for new
Ordinary Shares under the laws of all relevant jurisdictions which apply
to it and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be
required thereunder and complied with all necessary formalities;
5. acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any
management presentation or communication given in relation to the
Placing) other than that contained in this announcement (including this
appendix);
6. represents and warrants that the issue to the Placee, or the person
specified by such Placee for registration as holder of new Ordinary
Shares, will not give rise to a liability under any of sections 67, 70,
93 or 96 of the Finance Act 1986 (depositary receipts and clearance
services);
7. represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 and
the Money Laundering Regulations 2003 (the "Regulations") and, if it is
making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third
party as required by the
Regulations;
8. represents and warrants that it is a person falling within Article 19
(5) or Article 49(2)(a) to (d) of the Order and undertakes that it will
acquire, hold, manage or dispose of any new Ordinary Shares that are
allocated to it for the purposes of its business;
9. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in
relation to the new Ordinary Shares in, from or otherwise involving the
United Kingdom and will not sell or offer to sell the new Ordinary
Shares in a manner which will result in an offer to the public in the
United Kingdom within the meaning of FSMA;
10. represents and warrants that its obligations under the Placing are
valid, binding and enforceable and that it has all necessary capacity
and authority, and has obtained all necessary consents and authorities
to enable it to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour its obligations
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this announcement);
11. acknowledges that Panmure Gordon is acting solely for the Company and
that participation in the Placing is on the basis that it is not and
will not be a client or customer of Panmure Gordon or any of its
affiliates and that Panmure Gordon and its affiliates have no duties or
responsibilities to it for providing the protections afforded to their
clients or customers or for providing advice in relation to the Placing
or in respect of any warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any of
Panmure Gordon's rights and obligations thereunder, including any right
to waive or vary conditions or exercise any termination right;
12. undertakes and agrees that (i) the person whom it specifies for
registration as holder of the new Ordinary Shares will be (a) the Placee
or (b) a nominee of the Placee, (ii) neither Panmure Gordon nor the
Company or any of their respective affiliates will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any person
acting on its behalf agrees to subscribe on the basis that the new
Ordinary Shares will be allotted to the CREST stock account of Panmure
Gordon who will act as settlement agent in order to facilitate the
settlement process;
13. acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract;
14. acknowledges that the new Ordinary Shares have not been and will not be
registered under the Securities Act or under the relevant securities
laws of any state of the United States, any of Australia, Japan, the
Republic of Ireland or South Africa or any state or territory within any
such country and, subject to certain limited exceptions, may not be
directly or indirectly offered, sold, renounced, transferred, taken-up
or delivered in, into or within those jurisdictions;
15. represents, warrants and acknowledges to Panmure Gordon for itself and
as agent for the Company that it is outside the United States and will
only offer and sell the new Ordinary Shares outside the United States in
offshore transactions in accordance with Regulation S of the Securities
Act;
16. represents, warrants and undertakes and agrees that neither it nor its
affiliates (as defined in Rule 501(b) of the US Securities Act) nor any
person acting on its or their behalf have engaged in or will engage in
any "general solicitation or general advertising" (within the meaning of
Regulation D under the US Securities Act) or "directed selling efforts"
(as defined in Regulation S under the US Securities Act) in connection
with any offer or sale of the new Ordinary Shares;
17. acknowledges that the agreement to settle each Placee's subscription
(and/ or the subscription of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Shares in question. Such agreement
assumes that the new Ordinary Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer
the new Ordinary Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the new
Ordinary Shares, stamp duty or stamp duty reserve tax may be payable,
for which neither the Company nor Panmure Gordon nor any of their
respective affiliates will be responsible. If this is the case, the
relevant Placee should take its own advice and notify Panmure Gordon
accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue,
18. acknowledges that any monies of any Placee or any person acting on
behalf of the Placee held or received by Panmure Gordon will not be
subject to the protections conferred by the FSA's Client Money Rules. As
a consequence, these monies will not be segregated from the monies of
Panmure Gordon and may be used by Panmure Gordon in the course of its
business, and the relevant Placee or any person acting on its behalf
will therefore rank as a general creditor of Panmure Gordon.
The acknowledgements, undertakings, representations and warranties referred to above are given to each of the Company and Panmure Gordon
(for their own benefit and, where relevant, the benefit of their respective affiliates) and are irrevocable. The Company and Panmure Gordon
will rely upon the truth and accuracy of the foregoing acknowledgements, undertakings, representations and warranties.
Related Party
David Plucinsky, Michael Heath, Andrew Tonks, Christopher Mills, John Bateson and Paul Dumond, directors of the Company, have subscribed
for 50,000, 31,250,, 6,250, 62,500, 28,125 and 93,750,Placing Shares respectively. Bottin International Investments Ltd, with which John
Bateson is associated, and Oryx International Growth Fund, with which Christopher Mills is associated, are substantial shareholders of the
Company and have subscribed for 3,125,000, and 1,093,750 Placing Shares respectively.
The issue of these Placing Shares is therefore a related party transaction according to the AIM Rules. Having consulted with the
Company's nominated adviser, Panmure Gordon, the directors of the Company (excluding each director in respect of his own subscription in the
Company or the subscription of his connected persons in the Company) consider that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEASXDEDFPEFE
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