Issue of Equity
November 22 2007 - 2:03AM
UK Regulatory
RNS Number:2521I
Supercart PLC
22 November 2007
Supercart plc
("Supercart" or the "Company")
Placing of 8,000,000 new ordinary shares at 20p per share
Introduction
Supercart is pleased to announce that it has raised approximately #1.56 million
(net of expenses) through a placing of 8.0 million new Ordinary Shares at 20p
per share, conditional upon Shareholder approval at a General Meeting of the
Company and the admission of the Placing Shares to trading on AIM on 18 December
2007.
The Placing has been undertaken to improve significantly the working capital
position of the Company and to provide additional capital to assist Supercart to
bring further new products to the market.
A General Meeting has been convened for 11.00 am on 17 December 2007.
Background to and reasons for the Placing
As discussed in the Company's interim results statement on 26 September 2007,
the Board reviews financing options for the Group on an ongoing basis to take
advantage of opportunities for the benefit of Supercart and its Shareholders.
The moulds for our new North American trolley are now with our manufacturer and
are being made ready for the production of commercial volumes. Our retailer test
stores, which we had expected to be supplied before the end of this year, are
now expected to receive the new product in the first quarter of 2008.
The Directors believe that, at this time in the Company's growth cycle, the
correct financing option for the Company is the raising of equity rather than
obtaining commercial bank debt. Accordingly, the Board is taking this
opportunity to strengthen the Company's working capital position and to provide
further funds as the Company seeks to commercialise new products over the next
twelve months.
Current trading and future prospects
In South Africa, the new 'neXus' 135 litre trolley was launched in October 2007
as planned and the Company has received encouraging indications of retailer
interest and demand for the product.
In Europe, the 'Hyper' 225 litre trolley will be delivered to a number of French
retailers before the end of this year and we expect the first UK national
retailer to test the 'neXus' 135 litre trolley early in 2008.
In Australia, our retailer trials with our 'Auzzie' 180 litre trolley are
progressing and we hope to have the results during the first quarter of 2008.
Whilst the Company has now received an order for approximately 7,000 of our '
Classic' 165 litre trolley from a national retail chain in the United States of
America, the Board recognises that this market has not previously delivered the
levels of sales that were anticipated. The Board believes that our new size
trolley, with its modern design, will, when launched, gain traction in this
market which continues to be the most exciting opportunity for Supercart and its
products.
Details of the Placing
The Company is proposing to raise approximately #1.56 million (net of expenses),
by way of a placing of 8,000,000 Placing Shares at 20 pence per share from
certain existing Shareholders. This compares with a closing mid-market price of
19 pence per Ordinary Share on 21 November 2007, being the latest practicable
date prior to the posting of this document. The Placing Shares will represent
approximately 18.39 per cent. of the fully diluted share capital of the Company
as enlarged by the Placing. The Placing is conditional on the passing of the
Resolution set out in the Notice of GM.
The net proceeds of the Placing will be used by the Company to undertake the
construction costs of a new trolley mould (which has already been designed) to
be marketed in Europe and South Africa. In addition, the funds raised will also
be used for the further development and marketing of new products in 2008 and
beyond and to provide additional working capital for the Company.
The Placing is not a rights issue or open offer and the Placing Shares will not
be offered generally to Shareholders, whether on a pre-emptive basis or
otherwise. The Directors believe that the considerable extra cost and delay
involved in a rights issue or open offer would not be in the best interests of
the Company in the circumstances.
The Board considers that it is in the best interests of the Company and
Shareholders as a whole for the funds to be raised by the Placing.
Conditional on the passing of the Resolution, application will be made to the
London Stock Exchange for the Placing Shares to be admitted to trading on AIM.
It is expected that Admission will become effective and that trading in the
Placing Shares will commence on AIM at 8.00am on 18 December 2007.
The Placing Shares will, when issued and fully paid, rank equally in all
respects with the Existing Ordinary Shares, including the right to receive any
dividend or other distribution declared, made or paid after the date of their
unconditional allotment.
It is expected that share certificates for the Placing Shares which are to be
held in certificated form will be despatched to placees by 24 December 2007.
The Placing Shares will be in registered form and no temporary documents of
title will be issued.
All of the Directors, namely Victor Segal, Mike Wolfe, Stephen Wright and
Charles Price, have participated in the Placing. The Directors' respective
interests in Ordinary Shares and participations in the Placing are set out in
the table below.
The participation by each of Venture and Philip Richards in the Placing is a
related party transaction for the purposes of the AIM Rules. In the opinion of
the Directors, having consulted with Charles Stanley, the terms of the Placing
are fair and reasonable insofar as Shareholders are concerned. The Placing
Price of 20 pence per Placing Share represents a premium of 5.2 per cent to the
closing mid market price on 21 November 2007 (being the latest practicable date
prior to the posting of this document) of 19 pence per Ordinary Share.
As at the date of this document and following completion of the Placing, the
Directors will have the following interests in Ordinary Shares:
Name of Director Existing Percentage of Placing Shares Enlarged Percentage of fully
shareholding existing ordinary subscribed shareholding diluted share
share capital following the capital following
Placing the Placing
Victor Segal 382,500 1.08% 250,000 632,500 1.45%
Mike Wolfe 7,450,000 20.99% 75,000 7,525,000 17.30%
Charles Price 175,000 0.49% 100,000 275,000 0.63%
Stephen Wright 1,233,750 3.48% 75,000 1,308,750 3.01%
Other than the Directors referred to above, as at the date of this document and
following completion of the Placing, the Directors are aware of the following
interests that are or will be held directly or indirectly in 3 per cent. or more
of the issued ordinary share capital of the Company:
Name of Shareholder Existing Percentage of Placing Shares Enlarged Percentage of fully
shareholding existing ordinary subscribed shareholding diluted share
share capital following the capital following
Placing the Placing
Venture Global 4,487,500 12.64% - 4,487,500 10.32%
Engineering LLC1
Venture Global B.V.1 5,287,500 14.89% 3,250,000 8,537,500 19.63%
Philip Richards 7,342,500 20.68% 4,250,000 11,592,500 26.65%
Richard Katz 2,384,500 6.72% - 2,384,500 5.48%
1 Venture Global Engineering LLC and Venture Global B.V. are parties acting in
concert for the purposes of the City Code on Takeovers and Mergers (the "Code").
Accordingly, their respective interests in the Company are to be aggregated
for the purposes of the Code. So far as the Company is aware, following the
Placing Venture Global Engineering LLC and Venture Global B.V. will be
interested, in aggregate, in approximately 29.95% of the voting rights in the
Company.
Share Capital
The authorised and issued and fully paid share capital of the Company is as the
date of this document and, assuming the passing of the Resolution, will be
immediately following completion of the Placing as follows:
Authorised Issued
Ordinary Shares of 0.4p each Number # Number #
As at the date of this document 50,000,000 200,000 35,500,000 142,000
On completion of the Placing 50,000,000 200,000 43,500,000 174,000
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolution from Shareholders holding 21,871,250 Ordinary Shares in aggregate,
representing approximately 61.61per cent. of the Existing Ordinary Shares.
Recommendation
The Board believes that the Placing and the approval of the Resolution set out
in the Notice of General Meeting are in the best interests of the Company and
Shareholders as a whole. Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolution as they have irrevocably
undertaken to do in respect of their beneficial holdings of 9,241,250 Ordinary
Shares, representing approximately 26.03 per cent. of the existing ordinary
share capital of the Company.
22 November 2006
Enquiries:
Supercart plc 01732 459898
Mike Wolfe, Chief Executive
Stephen Wright, Finance Director
Charles Stanley Securities 020 7149 6000
Nominated Adviser
Russell Cook / Carl Holmes
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"Admission" the admission of the Placing Shares to trading on AIM and such admission
becoming effective in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules governing the admission of shares to trading on and the
operation of, AIM contained in the document entitled the "AIM Rules for
Companies" published by the London Stock Exchange
"Charles Stanley" Charles Stanley Securities, a division of Charles Stanley & Co. Limited,
the Company's nominated Adviser for the purposes of the AIM Rules
"CREST" the relevant system (as defined in the Regulations) in respect of which
CRESTCo Limited is the Operator (as defined in the Regulations)
"Directors" or the "Board" the directors of the Company
"General Meeting" the General Meeting of the Company convened by the Notice of GM for
11.00 am on 17 December 2007 and any adjournment thereof
"Existing Ordinary Shares" the 35,500,000 Ordinary Shares in issue at the date of this document
"Letters of Subscription" the letters of subscription issued by the Company and the forms of
confirmation received back from placees confirming the amount of their
subscription under the Placing
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the ordinary shares of 0.4 pence each in the capital of the Company
"Placing" the conditional placing of the Placing Shares with certain existing
Shareholders pursuant to the Letters of Subscription and as described in
this document
"Placing Shares" the 8,000,000 Ordinary Shares which have been conditionally subscribed
in accordance with the terms of the Letters of Subscription
"Regulations" The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Resolution" the resolution to be considered at the General Meeting
"Supercart" or the "Company" Supercart PLC
"Shareholders" holders of Ordinary Shares
"Venture" Venture Global B.V.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEPUGMCGUPMPUG
Supercart Plc (LSE:SC.)
Historical Stock Chart
From Jun 2024 to Jul 2024
Supercart Plc (LSE:SC.)
Historical Stock Chart
From Jul 2023 to Jul 2024
