SC. Supercart

    RNS Number : 8032I
  Supercart PLC
  24 November 2008
   
    Supercart plc
    ("Supercart" or the "Company")

    Subscription for 5,000,000 New Ordinary Shares at 20 pence per share

    Waiver from Provisions of Rule 9 of the Takeover Code

    Notice of General Meeting

    Introduction 

    Supercart is pleased to announce that it has raised �1.0 million (gross) through a subscription for 5,000,000 New Ordinary Shares at 20p
per share, conditional upon Shareholder approval.  Venture Holdings, the Company's largest shareholder and long term manufacturing partner,
has conditionally subscribed for the New Ordinary Shares at a 100 per cent premium to the closing mid-market price on 21 November 2008.  The
proceeds will provide the Company with additional working capital and will also provide for the continued growth of the business.

    The transaction, if approved by Independent Shareholders, will result in Venture Holdings holding 37.16 per cent. of the Enlarged Share
Capital  As a consequence, under the rules of the Code, Venture Holdings would be required to make a general offer to Shareholders for the
whole of the issued share capital of Supercart not already held by them, unless a waiver of that obligation is approved by Independent
Shareholders at a General Meeting.

    A General Meeting has been convened for 11.00 a.m. on 17 December 2008 to approve the Resolutions relating to the Proposals.

    Background to and reasons for the Subscription 

    The Company is proposing to raise �1.0 million by way of a Subscription of 5,000,000 New Ordinary Shares at 20 pence per share with
Venture Holdings, the current holder of 29.95 per cent. of the issued share capital of the Company. The Subscription Price represents a
premium of 100 per cent. to the closing mid-market price of 10 pence per Ordinary Share on 21 November 2008, being the latest practicable
date prior to the posting of the Circular. The New Ordinary Shares will represent approximately 9.55 per cent. of the fully diluted share
capital of the Company as enlarged by the Subscription. 

    The net proceeds of the Subscription will be used for the further development and marketing of new products and to provide additional
working capital for the Company to finance its product expansion. As stated in the preliminary results announcement of 1 May 2008, 2007 had
been a year of solid progress but also of some disappointment in that the performance during 2007 did not match expectations. The Directors
believe that the additional working capital injection pursuant to the Subscription will enable the Company to realise its potential in the
second half of 2008, as the final quarter is traditionally the strongest part of the Company's year and progress is expected in Supercart's
four markets as stated in the interim results announcement released on 30 September 2008.

    Details of the Subscription and Resolutions

    Application will be made to the London Stock Exchange to admit the New Ordinary Shares to be issued pursuant to the Subscription to
trading on AIM. It is expected that admission of the New Ordinary Shares will become effective and that dealings will commence on AIM at
8.00 a.m. on 18 December 2008.

    Use of proceeds

    The funds raised by the Subscription will be used for further development and marketing of new products in the remainder of 2008 and
beyond and to provide the Company with additional working capital to finance the Company's expansion.

    Current trading and future prospects

    The interim results statement released on 30 September 2008, outline that progress in the first half of the current year has been
steady, with revenue increases despite higher oil prices and the Company's margins have also increased on products sales. The Company's main
source of revenue is still driven by the South African operations, but Supercart continues to focus on a breakthrough in the main target
markets of North America and Europe which it hopes will be realised in 2008 and 2009.

    Dispensation from Rule 9 of the Takeover Code

    Under Rule 9 of the Code ("Rule 9"), any person who acquires an interest (as defined in the Code) in shares which, taken together with
shares in which he is already interested and in which persons acting in concert with him have interest, or interests, in shares carrying in
aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control
which is subject to the Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

    Similarly, when any person together with persons acting in concert with him, is interested in shares which in the aggregate carry not
less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting
rights, a general offer will normally be required if any further interests in shares are acquired by any such person.

    Any offer under Rule 9 must be in cash and at the highest price paid during the 12 months prior to the announcement of the offer for any
interest in shares of the Company by the person required to make the offer or any person acting in concert with him.

    On 1 October 2008, Supercart announced that Venture Engineering LLC had transferred its direct holding in the Company of 4,487,500
Ordinary Shares representing 10.32 per cent. of the issued share capital of Supercart to Venture Holdings for nil consideration.

    Venture Engineering LLC and Venture Holdings through P.I.M. Management Company Inc, are
    wholly owned by the Larry Winget Living Trust, of which Larry Winget, Venture Holdings' 
    Non-Executive Chairman is the sole beneficiary and trustee.

    Venture Holdings currently holds 29.95 per cent. of the issued share capital of the Company.

    Venture Holdings will hold 37.16 per cent. of the Enlarged Issued Share Capital following completion of the proposed Subscription.

    The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise as a result of the proposed
Subscription, subject to the approval of Independent Shareholders. 

    Following completion of the proposed Subscription Venture Holdings will be interested in shares carrying 30 per cent. or more of the
Company's voting capital, but will not hold shares carrying more than 50 per cent. of such voting rights and any further increase will be
subject to the provisions of Rule 9.

    Further information on Venture Holdings is contained in the Circular which is available to download on the Company's website
www.supercart.com.  

    Irrevocable undertakings

    The Company has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the General Meeting from each
of the Directors holding in aggregate 9,741,250 existing Ordinary Shares representing approximately 22.39 per cent. of the Company's
existing issued ordinary share capital.


    Circular

    A circular has today been posted to Shareholders with a Notice of General Meeting to approve matters relating to the Proposals.

    For further information please contact:

 Supercart plc                               01732 459898
 Mike Wolfe, Chief Executive 
 Stephen Wright, Finance Director 

 Charles Stanley Securities                 020 7149 6000
 Nominated Adviser
 Russell Cook/ Ben Johnston / Carl Holmes 


    EXPECTED TIMETABLE OF EVENTS

 Latest time and date for receipt of Forms of      11.00 a.m. 15 December 2008
 Proxy for the General Meeting 

 General Meeting                                  11.00 a.m.  17 December 2008

 Admission effective and dealings commence on      8.00 a.m.  18 December 2008
 AIM


    DEFINITIONS

 "Admission"                   admission of the New Ordinary Shares to trading
                               on AIM becoming effective in accordance with
                               the AIM Rules
 "AIM"                         a market operated by the London Stock Exchange
 "Charles Stanley"             Charles Stanley Securities, a division of
                               Charles Stanley & Co. Ltd, Supercart's
                               nominated adviser and broker, a member of the
                               London Stock Exchange and authorised and
                               regulated by the Financial Services Authority
 "Circular"                    the circular sent to the Company's Shareholders
                               today
 ''Code''                      the City Code on Takeovers and Mergers, as
                               amended from time to time
 ''Company'' or ''Supercart"   Supercart plc
 ''Enlarged Share Capital''    the 48,500,000 Ordinary Shares in issue on
                               Admission, assuming issue of all of the New
                               Ordinary Shares
 "Existing Share Capital"      the Ordinary Shares of Supercart in issue at
                               the date of this announcement
 "Independent Shareholders"    all Shareholders other than Venture Holdings
 "London Stock Exchange"       London Stock Exchange plc
 "New Ordinary Shares"         the New Ordinary Shares in the Company to be
                               issued pursuant to the Subscription
 "Ordinary Shares"             the ordinary shares of 0.4 pence each in the
                               Capital of Supercart
 "Panel"                       the Panel on Takeovers and Mergers
 "Proposals"                   the proposals set out in the Circular including
                               the Subscription and Whitewash
 "Subscription"                the Subscription for the New Ordinary Shares to
                               Venture Holdings, as described in this
                               announcement
 "Subscription Shares"         20 pence per New Ordinary Share
 "Venture Group"               The group of companies, all of which are wholly
                               owned by Larry Winget Living Trust, and
                               including Venture Holdings 
 "Venture Holdings"            Venture Holdings B.V.
 "Whitewash"                   Waiver of the obligation to make a general
                               offer under rule 9 of the Code 



This information is provided by RNS
The company news service from the London Stock Exchange
 
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