Issue of Equity
January 26 2007 - 12:01PM
UK Regulatory
RNS Number:2477Q
Blueheath Holdings PLC
26 January 2007
26th January 2007
Blueheath Holdings PLC ("the Company")
Issue of Equity
Introduction
On 22 January 2007, the Company announced that it was raising #3.0 million via
the issue of 60,000,000 Ordinary Shares of 1 pence each at a price of 5 pence.
Since this date the Company has received commitments to subscribe for #0.575
million in excess of the amount targeted again by way of the subscription for
new shares on the same terms. After due consideration, the Company has elected
to accommodate those additional requests and is therefore pleased to confirm it
has raised, in total, #3.575 million (before expenses) through the issue of
71,500,000 Ordinary Shares of 1 pence each at a price of 5 pence. The Company
has received subscriptions for the full amount of the Placing Shares from
institutional investors.
Save as regards the Firm Placing Shares, the necessary authority required for
the allotment of the Conditional Placing Shares will be sought at an
Extraordinary General Meeting convened for 11.00 a.m. on 19 February 2007. A
circular convening the EGM will be sent to Shareholders today.
The Placing
The Company is proposing to raise #3.575 million (before expenses) through the
Placing and has received subscriptions for the full amount.
The Company intends to use the authority granted to it by Shareholders at the
EGM held on 23 June 2006 to issue the 3,599,822 Firm Placing Shares. The issue
of the 67,900,178 Conditional Placing Shares is conditional on the approval of
Shareholders at the EGM. The Company has received irrevocable undertakings from
various Shareholders, including Schroder Investment Management Limited and
Smedvig Capital, representing 48.66 per cent. of the voting rights of the
Company, to vote in favour of all Resolutions at the EGM.
The Placing Shares will, in aggregate, represent approximately 49.83 per cent.
of the issued share capital of the Company immediately following the Second
Admission.
The placing of the Firm Placing Shares is conditional only upon First Admission
becoming effective by not later than 8.00 a.m. on 1 February 2007.
The placing of the Conditional Placing Shares is conditional upon the passing of
the Resolutions at the EGM and Second Admission becoming effective by no later
than 8.00 a.m. on 23 February 2007.
It is expected that the 3,599,822 Firm Placing Shares will be admitted to
trading on AIM on 1 February 2007. It is expected that the 67,900,178
Conditional Placing Shares will be admitted to trading on AIM on 23 February
2007.
The new Ordinary Shares to be issued in connection with the Placing will be
issued credited as fully paid and free from all liens, equities, charges,
encumbrances and other interests and will, when issued, rank in full for all
dividends and distributions thereafter declared, made or paid and otherwise pari
passu in all respects with, and carry the same voting and dividend rights as,
the existing Ordinary Shares.
Working capital facility - Smedvig Capital
Until the approval of Shareholders is obtained at the EGM, Smedvig Capital has
agreed to extend a #1 million working capital facility to the Company.
The principal terms of facility include:
* Interest at base rate plus two per cent; and
* An arrangement fee of #5,000.
Notification of Major Interests in Shares
As of the date of this document, Schroder Investment Management and Smedvig
Capital respectively hold 15,287,629 and 13,969,600 Ordinary Shares in issue,
representing 21.24 per cent. and 19.41 per cent. of the total number of the
Company's issued share capital. Schroder Investment Management and Smedvig
Capital are subscribing for 24,200,000 and 25,600,000 Placing Shares
respectively. Included in the number of Placing Shares to be subscribed by
Schroder Investment Management are 3,599,822 Firm Placing Shares.
Following First Admission, Schroder Investment Management will have a beneficial
interest in 18,887,451 Ordinary Shares, representing 24.99 per cent. of the
issued share capital of the Company, as enlarged by the issue of the Firm
Placing Shares.
Following Second Admission, Schroder Investment Management and Smedvig Capital
will have beneficial interests in 39,487,629 Ordinary Shares and 39,569,600
Ordinary Shares respectively, representing 27.52 per cent. and 27.58 per cent.
of the issued share capital of the Company as also enlarged by the issue of the
Conditional Placing Shares.
Related Party Transactions
Smedvig Capital Facility
The working capital facility to be provided by Smedvig Capital is a related
party transaction under the AIM Rules. Smedvig Capital is a related party to the
Company by virtue of its substantial shareholding.
The Directors consider, having consulted with the Company's Nominated Adviser,
Evolution Securities Limited, that the terms of the facility are fair and
reasonable so far as the Company's Shareholders are concerned.
Subscribers under the Placing
The subscription by Schroder Investment Management and Smedvig Capital in the
Placing is deemed a related party transaction under the AIM Rules. Schroder
Investment Management and Smedvig Capital are deemed related parties to the
Company by virtue of their substantial shareholding in the Company.
The Directors consider, having consulted with the Company's Nominated Adviser,
Evolution Securities Limited, that the subscription by Schroder Investment
Management and Smedvig Capital is fair and reasonable so far as the Company's
Shareholders are concerned.
Executive Chairman Richard Rose: "It is a testament to the progress that has
been made by the new management team that the Company readily procured
subscriptions in excess of the #3 million targeted".
For further information please contact:
Blueheath Holdings plc
Richard Rose 07836 250 474
This information is provided by RNS
The company news service from the London Stock Exchange
END
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