TIDMPPIR TIDMPPIX
RNS Number : 5807H
ProPhotonix Limited
21 June 2013
ProPhotonix Limited ("ProPhotonix" or the "Company")
Secures $3.0 million Credit Facilities
ProPhotonix Limited (London Stock Exchange - AIM: PPIX and PPIR,
OTC: STKR), a designer and manufacturer of LED illumination
systems, laser diode modules and a laser diode distributor with
operations in Ireland and the U.K., today 21 June 2013, announces
that it has entered into a credit facility agreement with Tiger
Investments 1 LLC ("Tiger") of up to $2 million (the "Tiger Loan
Facility"), and a credit facility agreement with Mark Hawtin
("Hawtin") of up to $1 million (the "Hawtin Loan Facility"), (Tiger
and Hawtin together "the Lenders"), together equalling in aggregate
amount up to $3 million (together the "Loans"). The Loans will
provide the Company with sufficient working capital to meet the
Company's present and future needs, for at least the next 12
months.
Loan Terms and related information
Drawdown, Repayment and Interest
The Loans are available to the Company until, and must be repaid
in full, by 19 June 2017 (the "Maturity Date"). The Company may at
any time prior to the Maturity Date, repay all or any part of the
facility which it has drawn down without penalty. Any drawdown or
repayment of the Loans will be made 2/3 against the Tiger Loan
Facility and 1/3 against the Hawtin Loan Facility.
The Loans do not constitute revolving credit facilities and as
such once monies have been borrowed and repaid under the Loans,
such amounts are not available to be borrowed again.
An interest rate of 12.25% will be applied to all monies drawn
down under the Loans. For the first 12 months of the Loans the
Company shall only pay interest on any monies drawn down. For the
following 36 months of the Loans, the Company will make monthly
amortized payments of outstanding principal and interest, with any
remaining unpaid principal and interest being due and payable on
the Maturity Date.
Under the terms of the Hawtin Loan Facility, the Company must
use 50% of any amounts advanced by Hawtin to make additional
principal payments under the Bond (as described further below).
Whilst the Loans remain outstanding, the Company has agreed with
the Lenders that it will not pay any cash dividends to
shareholders.
On the fourth anniversary of the Tiger Loan Facility and the
Hawtin Loan Facility, or earlier upon termination of such
facilities at the option of the Company, the following fees will be
payable by the Company to the Lenders: a fee of $60,000 will be
payable to Tiger and fee of $15,000 will be payable to Hawtin.
Event of Default and Security
The Loans contain events of default relating to non-payment to
the Lenders, insolvency proceedings of the Company, cross-default
as between the Tiger Loan Facility and the Hawtin Loan Facility and
termination of Mr. Tim Losik's employment by the Company without
cause.
The Loans are secured by security granted over all of the assets
of the Company and each of the following of the Company's
subsidiaries: ProPhotonix Limited, Stocker Yale (UK) Limited and
ProPhotonix (IRL) Limited. The security for the loans contains
provisions providing for such security to, in the case of trade
accounts, rank behind any similar security given in respect of any
future asset backed lending. In the case of the security for the
Loans being provided by ProPhotonix Limited (an English subsidiary
of the Company), such security ranks behind the security granted by
such company to Barclays Bank plc which security secures its
current asset backed lending facility.
Board representation
Dietmar Klenner, a longtime member of the Company's Board, will
not stand for reelection at the upcoming 2013 Annual Meeting of
Stockholders of the Company. In connection with the Tiger Loan
Facility, Tiger has the right to nominate up to two directors to
the Company's Board as follows:
If the Company's Board consists of five directors, then Tiger
will have the right to nominate one of the five directors to serve
on the Company's Board. If the Company's Board is to consist of six
directors, then Tiger will have the right to nominate a seventh
director to the Board. Notwithstanding the above, the Company and
Tiger have agreed that at all times the Board of the Company shall
consist of a majority of directors who are independent directors.
Tim Losik is Tiger's nominated Director at this time.
Hawtin has the right to attend and observe meetings of the Board
of Directors. Hawtin will not have voting rights at these
meetings.
Existing Hawtin arrangements and consideration for the Loans
On 10 December 2010, ProPhotonix (IRL) Limited issued a
EUR1,972,523 8% senior fixed rate secured bond to Hawtin (the
"Prior Bond"). On 13 June 2011, ProPhotonix (IRL) Limited entered
into an agreement with Hawtin pursuant to which it cancelled the
Prior Bond and issued a new bond instrument constituting a
EUR1,972,523 8% senior fixed rate secured bond (the "Bond"), with a
maturity date of 30 June 2015. As at the date of this announcement,
the unpaid balance pursuant to the Bond, before conversion of
Hawtin Shares, is EUR1,570,683.
Hawtin and ProPhotonix (IRL) Limited have agreed to reduce the
current unpaid balance of the Bond and to amend the Bond. Hawtin
has agreed to convert and cancel EUR144,324 of the unpaid balance
of the Bond into 7,605,945 shares of common stock of the Company
(the "Hawtin Shares") at a price of EUR0.019 per share. Pursuant to
an agreement between Hawtin and Tiger, Hawtin has instructed the
Company to issue the Hawtin Shares to Tiger. Following this
instruction, Tiger will be interested in 7,605,945 shares of common
stock of the Company representing approximately 9.1 percent of the
Company. Following this partial conversion of the Bond into the
Hawtin Shares, the Bond has a remaining unpaid balance of
EUR1,426,359 with a maturity date of 30 June 2017.
Application has been made to the London Stock Exchange for the
Hawtin Shares to be admitted to trading on AIM. It is expected that
admission will become effective and that dealings will commence on
26 June 2013. Following admission, Tiger will be interested in
7,605,945 common shares of the Company representing 9.1 percent of
the Company's issued share capital.
In consideration for amending the Bond, ProPhotonix (IRL)
Limited has agreed to pay to Hawtin a fee equal to EUR31,413 at the
maturity of the Bond, being two percent of the amount currently
outstanding.
The Bond, as amended, contains events triggering an acceleration
of the outstanding amounts relating to non-payment to Hawtin,
insolvency proceedings of the Company and a change of control of
the Company, among others.
Warrant
In connection with the amendment to the Bond, the Company has
agreed to issue Hawtin a ten-year warrant to purchase 1,900,000
shares of common stock of the Company at a purchase price of $0.03
per share. On exercise these warrants will represent 2.3 percent of
the Company's issued share capital.
Related Party Transaction
Tiger is owned and controlled by the wife of Tim Losik, Patricia
Losik. As Mr. Losik is a director and the Chief Executive of the
Company, the entry into the Tiger Loan Facility constitutes a
"related party transaction" for the purposes of AIM Rule 13.
The Directors (excluding Tim Losik) consider, having consulted
with the Company's Nominated Adviser, N+1 Singer, that the Tiger
Loan Facility and its associated terms and conditions are fair and
reasonable in so far the Company's shareholders are concerned.
Restrictions on Share Dealings
Tiger has agreed not to dispose of any interest in Common
Shares: (i) for a period of 12 months from the date of this
announcement; and (ii) for a further period of six months except
through N+1 Singer in accordance with N+1 Singer's reasonable
requirements for an orderly market.
Ends
Enquiries:
ProPhotonix Limited Tel: +1 603 870 8220
Tim Losik, CEO & CFO ir@prophotonix.com
N+1 Singer Tel: +44 (0)207 496 3000
Andrew Craig/ Ben Wright
About ProPhotonix
ProPhotonix Limited, headquartered in Salem, New Hampshire, is
an independent designer and manufacturer of diode-based laser
modules and LED systems for industry leading OEMs and medical
equipment companies. In addition, the Company distributes premium
diodes for Oclaro, Osram, QSI, Panasonic, and Sony. The Company
serves a wide range of markets including the machine vision,
industrial inspection, defense, sensors, and medical markets.
ProPhotonix has offices and subsidiaries in the U.S., Ireland,
U.K., and Europe. For more information about ProPhotonix and its
innovative products, visit the Company's web site at
www.prophotonix.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGZVRMKGFZG
Prophotonix S (LSE:PPIR)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Prophotonix S (LSE:PPIR)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024