TIDMPURI
RNS Number : 8776T
PuriCore Plc
19 December 2012
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR
ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR
ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL IT (NOR ANY
PART OF IT) FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION
WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR
COMMITMENT TO DO SO.
19 December 2012
PuriCore plc
("PuriCore" or the "Company")
Restructuring of Convertible Loan Notes and
Placing
PuriCore (LSE: PURI), the water-based, clean technology company,
today announces a restructuring of its GBP7.95 million in aggregate
nominal amount of Convertible Loan Notes and a Placing of new
Ordinary Shares to raise approximately GBP2.3 million:
-- Agreement has been reached with the requisite majority of
Noteholders to vary the terms of the Company's Convertible Loan
Note Instrument to enable conversion of Convertible Loan Notes at
40 pence per Ordinary Share.
-- Commitments to convert on these terms have been received from
Noteholders representing GBP7.575 million (95.28 per cent.) in
aggregate nominal amount of the Convertible Loan Notes; GBP375,000
in aggregate nominal amount of Convertible Loan Notes will remain
outstanding.
-- Certain Noteholders have further agreed to satisfy GBP198,245
of interest due to them in respect of the Convertible Loan Notes
for the period from 1 July 2012 to the proposed date of Conversion
by the issue of Ordinary Shares at 40 pence per Ordinary Share.
-- Placing to raise approximately GBP2.3 million (before
expenses) at a price of 43 pence per Ordinary Share fully
underwritten by Peel Hunt.
-- The Variation, the Conversion, the issue of Interest Shares
and the Placing are conditional upon approval of the Resolution at
a General Meeting of the Company to be held on 10 January 2013.
Michael Ashton, Executive Chairman of PuriCore, said:
"The successful restructuring of the Convertible Loan Notes and
raising of more than GBP2 million will significantly strengthen our
balance sheet. Heading into 2013, the Directors are confident of
the Company's prospects to drive sustainable growth in key business
areas and to capitalise on new business development
opportunities."
This summary should be read in conjunction with the full text of
this announcement.
A prospectus containing details of the restructuring of
Convertible Loan Notes and the Placing is expected to be posted to
Shareholders shortly and will be available on the Company's
website, http://investor.puricore.com/agm. A General Meeting of the
Company to approve the implementation of the restructuring of
Convertible Loan Notes and the proposed Placing will be held at the
offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate
Street, London EC1A 4DD at 4.00 p.m. on 10 January 2013.
Enquiries
PuriCore plc
Michael Ashton/Jennifer Guinan Tel: +1.610.410.8111
Peel Hunt LLP (Sponsor, Financial
Adviser and Broker)
Daniel Harris Tel: +44 (0) 20 7418 8900
FTI Consulting
Susan Stuart/Simon Conway/Victoria Tel: +44 (0) 20 7831 3113
Foster Mitchell
About PuriCore
PuriCore is a water-based, clean technology company developing
and commercialising proprietary solutions that protect people from
the spread of infectious pathogens without causing harm to human
health or the environment. PuriCore's antimicrobial technology and
complementary products are used principally in well-established
core businesses and emerging sectors of two broad markets: Health
Sciences and Food & Agriculture. In the Health Sciences market,
PuriCore is a leading provider of a broad suite of products and
services for compliant endoscopic decontamination in NHS and
private hospitals. In the US, PuriCore's Wound Care technology is
used by hospitals, wound care centres, nursing homes, and home
healthcare providers to treat chronic and acute wounds. The Wound
Care technology also provides partnership opportunities in new
Health Sciences segments including Dermatology and Animal Health.
In the Food & Agriculture market both Sterilox Fresh and
FloraFresh Solution provide savings to supermarket retailers in
labour costs and improvements in inventory loss of fresh produce
and floral products. Sterilox Fresh is also used to sanitise fresh
fruits and vegetables in US and Canadian supermarkets. In addition,
the Company is progressing in its research and development
programmes at Oxford University on the use of its technology as an
agricultural fungicide.
PuriCore has operations in Malvern, Pennsylvania, US, and in
Stafford and Clevedon, UK.
To receive additional information on PuriCore, visit
www.puricore.com, which does not form part of this
announcement.
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholders not
to place undue reliance on these forward-looking statements, which
reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for the Company in relation to the restructuring of the Convertible
Loan Notes and the proposed Placing and will not be responsible to
any person other than the Company for providing the protections
afforded to its clients nor for advising any other person in
relation to the restructuring of the Convertible Loan Notes and the
proposed Placing or any other transaction or arrangement referred
to in this announcement, apart from the responsibilities and
liabilities, if any, which may be imposed on Peel Hunt by
applicable laws and regulations.
The Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended, (the
"Securities Act") and may not be offered or sold in the United
States or to US persons unless the Ordinary Shares are registered
under the Securities Act, or an exemption from the registration
requirements of the Securities Act is available.
The distribution of this announcement in certain jurisdictions
may be restricted by law and such distribution could result in
violation of the laws of such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to
inform themselves about, and to observe, any such restrictions.
This announcement is the sole responsibility of the Company.
Restructuring of Convertible Loan Notes and Placing
1. Introduction
The Company has reached agreement with certain Noteholders for
the variation to the conversion terms to the Convertible Loan Note
Instrument, conversion of GBP7,575,000 of the Convertible Loan
Notes and a Placing of 5,353,488 Placing Shares to new and existing
investors in the Company to raise GBP2,302,000 (before
expenses).
Noteholders with an aggregate holding of 95.28 per cent. of the
GBP7,950,000 in aggregate nominal amount of the Convertible Loan
Notes issued by the Company on 14 June 2010 have agreed,
conditional, inter alia, upon approval of the Resolution to be
proposed at the General Meeting, to a variation of the Convertible
Loan Note Instrument reducing the Conversion Price of the
Convertible Loan Notes temporarily from 75 pence to 40 pence per
Ordinary Share. Each of the Converting Noteholders has also agreed
to convert their entire respective holdings of Convertible Loan
Notes into in aggregate 18,937,500 Ordinary Shares at the reduced
Conversion Price, which represents a discount of 5.88 pence to the
Closing Price of 42.5 pence per Ordinary Share on 17 December
2012.
In addition, certain Converting Noteholders have agreed
conditional, inter alia, upon approval of the Resolution that the
Company's liability to pay accrued interest in respect of the
period from 1 July 2012 up to Conversion, being the date of the
General Meeting, will be satisfied by the issue to them of 495,613
fully-paid new Ordinary Shares at a price of 40 pence per Ordinary
Share, rounded down to the nearest Ordinary Share.
As a result of the Conversion and the issue of the Interest
Shares, Converting Noteholders will increase their holding of
Ordinary Shares in the Company by 19,433,113 Ordinary Shares
representing an aggregate increase of 76.83 per cent. of the
Existing Ordinary Shares. To the extent that any Convertible Loan
Notes are converted, they will be deemed to be repaid in the amount
of the principal sum so converted.
The Company has also announced today that it proposes to raise a
total of GBP2,302,000 (before expenses) by the issue of 5,353,488
Placing Shares through a placing to new and existing investors in
the Company at 43 pence per Placing Share, which represents a
premium of 1.18 pence to the Closing Price of 42.5 pence per
Ordinary Share on 18 December 2012. The Placing has been fully
underwritten by Peel Hunt.
Following the issue of the Conversion Shares, the Interest
Shares and the Placing Shares, holders of the Existing Ordinary
Shares will suffer a dilution of approximately 50.5 per cent.
Application will be made for Admission of 24,786,601 New Ordinary
Shares to the Official List and to the London Stock Exchange which
is expected to become effective on 11 January 2013.
The Company has received irrevocable undertakings from certain
Shareholders representing holdings of 11,843,677 Ordinary Shares
being equal to approximately 46.83 per cent. of the Existing
Ordinary Shares to vote in favour of the Resolution. In addition,
the Directors with beneficial interests in Existing Ordinary
Shares, who in aggregate hold 106,350 Ordinary Shares representing
approximately 0.42 per cent. of the Existing Ordinary Shares have
irrevocably undertaken to vote in favour of the Resolution.
Accordingly, in aggregate, irrevocable undertakings have been
received in respect of 11,950,027 Ordinary Shares representing
47.25 per cent. of the Existing Ordinary Shares to vote in favour
of the Resolution.
2. Description of the Group
PuriCore is a water-based, clean technology company developing
and commercialising proprietary solutions that protect people from
the spread of infectious pathogens without causing harm to human
health or the environment. PuriCore's antimicrobial technology and
complementary products are used principally in well-established
core businesses and emerging sectors of two broad markets: Health
Sciences and Food & Agriculture.
In the Health Sciences market, PuriCore is a leading provider of
a broad suite of products and services for compliant endoscopic
decontamination in NHS and private hospitals. In the US, PuriCore's
Wound Care technology is used by hospitals, wound care centres,
nursing homes, and home healthcare providers to treat chronic and
acute wounds. The Wound Care technology also provides partnership
opportunities in new Health Sciences segments including Dermatology
and Animal Health.
In the Food & Agriculture market both Sterilox Fresh and
FloraFresh Solution provide savings to supermarket retailers in
labour costs and improvements in inventory loss of fresh produce
and floral products. Sterilox Fresh is also used to sanitise fresh
fruits and vegetables in US and Canadian supermarkets. In addition,
the Company is progressing in its research and development
programmes at Oxford University on the use of its technology as an
agricultural fungicide.
3. Current Trading and Prospects
Business Report
Sales for the Group increased 29 per cent. (30 per cent. at
constant currency) to US$36.4 million in the first three quarters
of 2012 (2011: US$28.3 million). Gross cash at period end was
US$3.2 million.
Food & Agriculture
Continued robust sales in the Supermarket Retail business
increased revenues 45 per cent. to US$17.7 million (2011: US$12.2
million). In October, the Company announced two new sales
agreements. The first agreement is valued at approximately US$7
million over four years with an existing customer, a top-five US
supermarket retailer, to implement and use PuriCore's new
formulation of FloraFresh. The second agreement is valued at
approximately US$2 million with a long-standing US regional
supermarket customer for the capital sales of new systems to be
shipped before the end of 2012. As at 30 September 2012, the
Company had captured approximately 21 per cent. of the target
market stores in the US and Canada.
Also in October, the Company announced further positive results
from its ActiVita Agriculture programme. Testing and analysis
carried out in conjunction with The University of Oxford Department
of Plant Sciences continues to demonstrate ActiVita's potential as
a potent broad-spectrum antifungal agent. Research is ongoing, and
the Company plans to enter into discussions with potential
commercialisation partners.
In November, the Company announced that it had signed a
marketing and distribution partnership agreement with Lohas
Products GmbH. PuriCore will provide technical and scientific
knowledge in the development and commercialisation of new
applications, and Lohas will have an exclusive licence to market
and distribute the applications in certain markets and territories
(exclusive of the US and UK). These new potential applications
include but are not limited to the use of PuriCore's technology for
seafood production, water treatment in restaurants, and livestock
husbandry. Collaboration on marketing plans and application
development will be ongoing in 2013 with revenue generation
expected no later than 2014.
Health Sciences
In the Endoscopy business, strong recurring revenue streams
contributed to the division's sales increase of 11 per cent. (14
per cent. at constant currency) to US$17.3 million for the year to
date (2011: US$15.6 million). PuriCore increased recurring revenues
by 5.6 per cent. (8.1 per cent. at constant currency), which now
account for 77 per cent. of division sales. This increase was
achieved by driving additional revenues from new service contracts
with existing customers coming into effect, offering of
private-labelled chemistries, service contract price increases for
some of the legacy products, and the new catalogue of surgical
consumables.
In the Wound Care business, organic and distribution revenues
increased significantly by 204 per cent. To US$1.3 million (2011:
US$0.4 million). In addition, the Company is pursuing new business
development opportunities in new geographies and other Health
Sciences market segments. The Company will announce details of
these partnerships in due course.
4. Proposed Variation and Conversion of Convertible Loan Notes and issue of Interest Shares
On 14 June 2010 the Company issued a total of GBP7.95 million in
aggregate nominal amount of Convertible Loan Notes following
approval by Shareholders at a general meeting of the Company.
The full amount of the Convertible Loan Notes remains
outstanding.
The principal terms of the Convertible Loan Notes are as
follows:
-- The aggregate nominal amount of the Convertible Loan Notes is GBP7.95 million.
-- The Convertible Loan Notes are repayable by the Company on 31
December 2013 unless any of the Convertible Loan Notes have
previously been converted at the option of the Noteholders. On 13
December 2011 the Repayment Date was extended from 31 December 2011
to 31 December 2013 following agreement between the Company and the
requisite majority of Noteholders.
-- The Convertible Loan Notes are convertible into Ordinary
Shares at a price of 75 pence per Ordinary Share. As at 18 December
2012, the Closing Price of the Ordinary Shares was 42.5 pence per
Ordinary Share.
-- The Convertible Loan Notes are secured over certain
intellectual property owned by the Group.
-- The Convertible Loan Notes accrue interest at 6.0 per cent.
per annum, payable on 30 June and 31 December in each year.
-- Variation of the terms of the Convertible Loan Notes requires
agreement from Noteholders holding not less than 75 per cent. in
aggregate nominal amount of the Convertible Loan Notes.
The Company does not currently have, and does not expect to
have, the cash resources on the Repayment Date to satisfy notices
from Noteholders for the full repayment of the Convertible Loan
Notes. Accordingly, the existence of the Convertible Loan Notes and
the ongoing risk faced by the Company of a potential insolvency
event on the Repayment Date, has had a serious adverse impact on
the Company and its business. In fact, at the time of the extension
of the Repayment Date from 31 December 2011 to 31 December 2013,
the Board announced on 13 December 2011 that it was considering
renegotiating the Conversion Price to reflect market conditions and
provide an incentive for early conversion. It was also announced
that an issue of new equity might be undertaken in conjunction with
such renegotiation.
On 18 December 2012, Noteholders with an aggregate holding of
GBP7,575,000 of Convertible Loan Notes and representing 95.28 per
cent. of the aggregate nominal amount of the Convertible Loan Notes
and thereby representing the requisite majority under the terms of
the Convertible Loan Note Instrument approved a variation of its
terms reducing the Conversion Price temporarily, conditional, inter
alia, on the approval of the Resolution, from 75 pence per Ordinary
Share to 40 pence per Ordinary Share. At the same time, and
conditional upon the Variation becoming effective, all such
Converting Noteholders agreed conditional on the approval of the
Resolution to convert their entire respective holdings of
Convertible Loan Notes into Ordinary Shares at 40 pence per
Ordinary Share. The period for election by Noteholders in relation
to the Variation, the Conversion and the issue of Interest Shares
was temporary and it expired on 14 December 2012. Those Noteholders
that had not so elected by such date are still entitled to convert
their Convertible Loan Notes under the terms of the Convertible
Loan Note Instrument but at the higher Conversion Price of 75
pence.
In addition, certain Converting Noteholders with holdings of an
aggregate nominal amount of GBP6,265,000 of Convertible Loan Notes
have agreed, conditional, inter alia, upon the approval of the
Resolution, that the Company's liability to pay accrued interest on
their holding of Convertible Loan Notes amounting to GBP198,245 in
aggregate in respect of the period from 1 July 2012 up to
Conversion, being the date of the General Meeting, will be
satisfied by the issue to them of 495,613 fully-paid new Ordinary
Shares at a price of 40 pence per Ordinary Share, rounded down to
the nearest Ordinary Share. The Interest Shares are expected to be
issued at the same time as the Placing Shares and the Conversion
Shares under the authority granted by the Resolution.
Since the Conversion and the issue of the Interest Shares will
result in the issue of a significant number of Ordinary Shares, the
Variation and Conversion are conditional upon Shareholder approval
granting the Directors authority to allot the Conversion Shares and
the Interest Shares, and the disapplication of statutory
pre-emption rights in relation thereto.
Noteholders who have agreed to the Variation and the Conversion
include James Walsh and William Birkett, who are also Directors of
the Company and holders of an aggregate nominal amount of GBP50,000
and GBP15,000 respectively of the Convertible Loan Notes. Following
the Conversion and issue of Interest Shares, Dr. Walsh and Mr.
Birkett will be issued respectively with 128,955 Ordinary Shares
and 38,686 Ordinary Shares. Following the issue of the Ordinary
Shares, Dr. Walsh and Mr. Birkett will respectively hold 138,955
and 92,686 Ordinary Shares, together representing 0.46 per cent. of
the Enlarged Share Capital.
5. Details of the Placing and Use of Proceeds
The Company also announces that it has conditionally raised
approximately GBP1,632,000, net of expenses, through the Placing of
5,353,488 Placing Shares at the price of 43 pence per Ordinary
Share from new and existing investors in the Company representing a
premium of 1.18 per cent. to the Closing Price of 42.5 pence per
Ordinary Share on 18 December 2012. The Placing has been fully
underwritten by Peel Hunt under the Placing and Underwriting
Agreement.
The Placing is conditional upon approval of the Resolution by
the Shareholders at the General Meeting and Admission becoming
effective in respect of the Placing Shares by not later than 8.00
a.m. on 7 February 2013. The Placing Shares will, upon Admission,
rank pari passu in all respects with the Existing Ordinary
Shares.
The net proceeds of the Placing, amounting to GBP1,632,000 will
be used as to GBP375,000 to be set aside to satisfy any unconverted
Convertible Loan Notes and the balance for general working
capital.
6. Effect of the Proposals
Assuming no further exercise of options under the Company's
share schemes and/ or issues of Ordinary Shares pursuant to the
exercise of outstanding Warrants takes place, the Conversion and
the issue of Interest Shares will result in an increase in the
share capital of the Company by 19,433,113 Ordinary Shares
representing 76.83 per cent. of the Existing Ordinary Shares and
the Placing will result in the issue of 5,353,488 Ordinary Shares
representing 21.17 per cent. of the Existing Ordinary Shares. In
aggregate, therefore, the issue of the Conversion Shares, the
Interest Shares and the Placing Shares will increase the existing
share capital by 24,786,601 new Ordinary Shares representing
approximately 98 per cent. of the Existing Ordinary Shares and
resulting in an enlarged share capital of 50,078,765 Ordinary
Shares.
Following the issue of the New Ordinary Shares, Shareholders who
are not participating in the Placing and/or are not converting
their Convertible Loan Notes will suffer an immediate dilution of
approximately 50.5 per cent. to their interests in the Company.
The issue of the Conversion Shares will satisfy the repayment of
GBP7,575,000 of the Convertible Loan Notes. This will have the
immediate beneficial impact of extinguishing a significant amount
of debt from the balance sheet of the Company and therefore
significantly reduce the risk of insolvency identified above
otherwise faced by the Company on the Repayment Date if all, or a
substantial number in aggregate nominal amount of, the Convertible
Loan Notes remain outstanding at that date.
There will, however, remain in issue a total of GBP375,000 in
aggregate nominal amount of Convertible Loan Notes which are
convertible at 75 pence per Ordinary Share or repayable on the
Repayment Date.
Interest due on Convertible Loan Notes which are converted
amounting to approximately GBP454,500 per annum will no longer be
payable. The Company will, however, still be required to pay
interest at 6.0 per cent. per annum on GBP375,000 in aggregate
nominal amount, which represents the unconverted Convertible Loan
Notes.
The extinguishment of a significant amount of debt is expected
to have several other positive effects on the on-going business and
operations of PuriCore. Firstly, it will likely provide easier
access to other sources of debt for activities such as future
acquisitions, funding market expansion, research and new product
development. Reducing the interest payments which the Company would
have paid on unconverted Convertible Loan Notes in 2013 will also
free those resources up for other types of investment. In addition,
an improvement in the Company's credit rating should allow the
Company to negotiate more favourable credit terms from vendors and
other lenders as well as enhancing the Company's reputation and
standing with customers.
Financial effect of the Proposals on a Pro Forma basis
The Conversion and the issue of Interest Shares will reduce
PuriCore's liabilities and borrowings by GBP7,773,245 and will
increase PuriCore's existing share capital by GBP7,773,245,
comprising a GBP1,943,311 increase in the nominal share capital of
the Company and a GBP5,829,934 increase in share premium.
The issue of the Placing Shares will increase PuriCore's cash
and cash equivalents by GBP2,302,000 and will increase PuriCore's
existing share capital by GBP2,302,000, comprising a GBP535,349
increase in the nominal share capital of the Company and a
GBP1,766,651 increase in share premium.
The aggregate impact of the Conversion, the issue of Interest
Shares and the Placing will be to increase
PuriCore's net assets by GBP10,075,245.
7. Dividend Policy
The New Ordinary Shares will rank for all dividends and other
distributions (if any) declared, paid or made by PuriCore following
Admission. No dividends have been paid to date, and for the
foreseeable future the Group intends to retain all available funds
and any future earnings to fund the growth and needs of the
Group.
8. Working Capital
The Company does not have sufficient working capital for its
present requirements, that is for the next 12 months from the date
of this announcement.
The Company has in issue GBP7.95 million in aggregate nominal
amount of the Convertible Loan Notes which are due and payable on
31 December 2013, if not previously converted in whole or in part
by Noteholders, at the option of the Noteholders. The Company will
therefore on 31 December 2013 have a maximum cash shortfall equal
to GBP7.95 million, being the aggregate nominal amount of the
outstanding Convertible Loan Notes on such date (the
"Shortfall").
The Company does not expect to be in a position to satisfy a
request for repayment by all or a substantial number of the
Noteholders in which event the Company may enter into
administration.
In the event the Company does enter into administration, the
Directors would no longer manage the affairs of the Company or the
realisation of its assets. As a result of entering into
administration, the Ordinary Shares would be cancelled from the
Official List and Shareholders may receive little or no value for
their Ordinary Shares.
In order to address the Shortfall, the Company has secured
agreement with certain Noteholders for the variation to the
conversion terms of the Convertible Loan Note Instrument and
conversion of GBP7,575,000 in aggregate nominal amount of the
Convertible Loan Notes and thereby satisfying in aggregate 95.28
per cent. of the Shortfall. The remaining GBP375,000 of unconverted
Convertible Loan Notes, to the extent unconverted by 31 December
2013, and to the extent an election is made on such date to require
repayment, will be satisfied out of the net proceeds of the
Placing.
In order to implement the Variation, the Conversion and the
Placing, a General Meeting of Shareholders is being convened to
approve the Resolution. The Variation, Conversion, issue of
Interest Shares and the Placing are conditional upon the passing of
the Resolution. If Shareholders do not vote in favour of the
Resolution, the Variation, the Conversion and the Placing will not
proceed and the Loan Notes will remain in issue.
Irrevocable undertakings to vote in favour of the Resolution
have been received in respect of 11,950,027 Ordinary Shares
representing 47.25 per cent. of the Existing Ordinary Shares. The
Directors are therefore confident that the Resolution will be
approved at the General Meeting.
In the event that the Resolution is not approved, then, during
the period prior to the Repayment Date of the Convertible Loan
Notes, being 31 December 2013, the Company would consider the
following options to address the Shortfall:
(a) The Company would seek alternative financing arrangements to
wholly or partly replace the Convertible Loan Notes with new debt
or raise equity to satisfy the requirement for repayment of the
aggregate nominal amount of the Convertible Loan Notes on 31
December 2013. Whilst the Company has been in discussions in
relation to such refinancing options, these discussions are at a
very preliminary stage and the Directors cannot be confident that
any of these options will successfully result in a refinancing of
the Convertible Loan Notes either by 31 December 2013 or on terms
that are acceptable to the Company.
(b) The Company would seek to agree with Noteholders a further
deferral of the repayment date for the Convertible Loan Notes as
occurred previously and which was announced on 13 December 2011.
Given the Company has been focused on the Proposals and that the
date for repayment remains more than 12 months in the future, the
Company has not entered into any discussions with Noteholders and
therefore the Directors cannot be confident that such an option
will be achievable or on terms acceptable to the Company.
(c) The Company would seek to dispose of one or more of its
businesses, in particular its UK Endoscopy business. Although the
Company has received a preliminary and informal approach to buy
this business, the Directors cannot be confident that any offers
for the business will materialise, that any such offers will be on
terms acceptable to the Company or that any will be sufficient to
cover the Shortfall.
If the Resolution is approved, inter alia, the Conversion will
take place and the Company will not be required to repay the
aggregate nominal amount of any Convertible Loan Notes so
converted. In addition, the Placing will take place if the
Resolution is approved.
Expected Timetable of Principal Events
Despatch of Prospectus and Forms 19 December 2012
of Proxy
Latest time and date for receipt 4.00 p.m. on 8 January 2013
of Forms of Proxy
General Meeting 4.00 p.m. on 10 January 2013
Admission and commencement of 11 January 2013
dealings in the New Ordinary Shares
The dates set out in the Expected Timetable of Principal Events
above and mentioned throughout this announcement may be adjusted by
PuriCore in which event details of the new dates will be notified
to the UK Listing Authority and the London Stock Exchange and,
where appropriate, to Shareholders.
All references to time in this announcement are to London
time.
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Admission" admission of the New Ordinary Shares to:
(i) the Official List; and (ii) trading
on the London Stock Exchange's main market
for listed securities becoming effective
in accordance with, respectively, the Listing
Rules and the Admission and Disclosure Standards
"Board" or "Directors" the directors of PuriCore
"Closing Price" the closing price of an Ordinary Share as
derived from the Daily Official List of
the London Stock Exchange
"Conversion" the conversion of Convertible Loan Notes
to Conversion Shares
"Conversion Price" the price at which the Convertible Loan
Notes can be converted to Ordinary Shares
"Conversion Shares" the new Ordinary Shares to be issued upon
the exercise of conversion rights by Converting
Noteholders under the Convertible Loan Note
Instrument
"Convertible Loan Notes" the secured convertible loan notes of the
Company due 31 December 2013 constituted
by the Convertible Loan Note Instrument
"Converting Noteholders" those Noteholders that elect to convert
their Convertible Loan Notes into Conversion
Shares at a Conversion Price of 40 pence
per Ordinary Share pursuant to the Convertible
Loan Note Commitment Letters
"Convertible Loan Note the instrument of the Company constituting
Instrument" the Convertible Loan Notes as conditionally
amended by written resolutions signed by
Noteholders holding not less than 75 per
cent. in nominal amount of the outstanding
Convertible Loan Notes
"Director" a director of the Company
"Existing Ordinary Shares" the Ordinary Shares of 10 pence each in
the capital of the Company in issue at the
date of this announcement
"General Meeting" the general meeting of the Company to be
held at 4.00 p.m. on 10 January 2013
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"Interest Shares" the 495,613 new Ordinary Shares to be issued
to certain Converting Noteholders in satisfaction
of the Company's liability to pay accrued
interest to those Converting Noteholders
in respect of the period from 1 July 2012
up to Conversion at a price of 40 pence
per Ordinary Share, rounded down to the
nearest Ordinary Share
"Listing Rules" the listing rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Conversion Shares, the Interest Shares
and the Placing Shares
"NHS" the National Health Service in the United
Kingdom
"Noteholders" the holders of the Convertible Loan Notes
"Official List" the Official List of the Financial Services
Authority
"Ordinary Shares" or "Shares" ordinary shares of 10 pence each in the
capital of the Company
"Peel Hunt" Peel Hunt LLP
"Placing" the conditional placing of the Placing Shares
by Peel Hunt on behalf of the Company pursuant
to the terms and conditions of the Placing
and Underwriting Agreement
"Placing and Underwriting the agreement between PuriCore and Peel
Agreement" Hunt dated 19 December 2012
"Placing Shares" the 5,353,488 new Ordinary Shares which
have been conditionally placed firm by Peel
Hunt pursuant to the Placing and Underwriting
Agreement
"Proposals" the proposed Variation, Conversion, issue
of Interest Shares and the Placing
"Repayment Date" the date on which the Company is required
at the election of the Noteholders to repay
the Convertible Loan Notes, being 31 December
2013
"Resolution" the resolution to be proposed as a special
resolution at the General Meeting
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the Financial Services Authority in its
or "UKLA" capacity as the competent authority for
the purposes of Part VI of FSMA and in the
exercise of its functions in respect of
the admission to the Official List otherwise
than in accordance with Part VI of FSMA
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
"Variation" the proposed variation to the Convertible
Loan Notes providing for a conversion price
of 40 pence per Ordinary Share for a Conversion
taking place pursuant to a conversion notice
dated on or prior to 14 December 2012, and
a conversion price of 75 pence per Ordinary
Share for a Conversion taking place pursuant
to a conversion notice dated after 14 December
2012
"Warrants" warrants to subscribe for Ordinary Shares
"US$", $, "dollar" or "US the lawful currency of the United States
dollar"
"GBP" "Sterling", "pounds", the lawful currency of the United Kingdom
"pounds sterling", "p"
or "pence"
Unless otherwise stated, all times referred to in this
announcement are references to the time in London.
All references to legislation in this announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa and words importing the masculine gender shall include the
feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUKVNRUSAUARA
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