TIDMSC.
RNS Number : 5527U
Supercart PLC
26 June 2009
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
Supercart plc
("Supercart" or the "Company")
Proposed Placing and Subscription of 15,000,000 New Ordinary Shares
at 10
pence per share to raise approximately GBP1.4 million (net of expenses)
Notice of General Meeting
Highlights
* Placing and Subscription to raise approximately GBP1.4 million (net of expenses)
* Proceeds to be used to increase working capital facilities following acquisition
of US assets
Mike Wolfe, Chief Executive of Supercart said: "We are delighted to announce the
proposed Placing and Subscription which will give us the necessary working
capital headroom to help us realise the potential of our innovative product set.
Together with the Rehrig acquisition we believe the proposed Placing and
Subscription will be a transformational step in our efforts to grow Supercart
and allow us to exploit the lucrative North American market."
"We appreciate the support of both our existing and new investors and look
forward to driving the business forward in order to grow shareholder value."
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 | |
+-----------------------------------------------------+--------------------+
| | |
+-----------------------------------------------------+--------------------+
| Tavistock Communications | 020 7920 3150 |
+-----------------------------------------------------+--------------------+
| Jeremy Carey / Matt Ridsdale | |
+-----------------------------------------------------+--------------------+
Introduction
Supercart is pleased to announce that it proposes to raise approximately GBP1.4
million (net of expenses) through the Placing and Subscription of, in aggregate,
15,000,000 New Ordinary Shares at 10 pence per share, conditional on, amongst
others, the passing of the Resolutions, the completion of the Placing and
Admission.
On 20 March 2009, Supercart announced the Rehrig Asset Purchase for US$1.45
million. Rehrig was formerly one of the largest plastic shopping trolley
manufacturers in the United States. Rehrig had traded until 23 December 2008
when it entered Chapter 7 liquidation.
Supercart, through its wholly owned subsidiary company Plasti-Cart, acquired the
plastic trolley moulds of the six Rehrig models, together with stock and
intellectual property rights to certain of Rehrig's brands from Bank of America,
N.A., which then owned Rehrig and its assets as a result of Rehrig entering
Chapter 7 liquidation. Under the terms of the Rehrig Asset Purchase, Plasti-Cart
paid an initial cash consideration of US$650,000 and an additional US$39,940 for
transportation costs. Further cash payments of up to a total maximum of
US$800,000 will be due to Bank of America, N.A., based upon the sale of trolleys
produced from the Rehrig moulds. The proceeds of the Placing and the
Subscription will be used to enable the Company to meet its working capital
requirements for the Group, including Plasti-Cart, and fund the continued
organic growth of the business.
The Company also announced on 20 March 2009, that Venture Holdings, a
Significant Shareholder of the Company, has made available to Supercart a loan
of US$650,000 (the "Loan") to finance the purchase of the Rehrig business and
the further expansion of Supercart's US operations. The Loan is repayable over
two years and carries an interest rate of 4.02 per cent per annum. Venture
Holdings has since made available an additional loan of US$39,940 (the "Second
Loan") to Supercart on the same terms as the Loan to satisfy the costs
associated with transportation.
The Placing and Subscription are subject to, amongst others, approval by
Shareholders of the Resolutions at the General Meeting. The General Meeting has
been convened for 10.00 a.m. on 13 July 2009, at which Shareholders will be
asked to consider and, if thought fit, approve the Resolutions required to
implement the Placing, Subscription and the issue of the Warrants.
If the Resolutions are approved, it is expected that the New Ordinary Shares
will be admitted to trading on AIM on 14 July 2009.
Details of the Placing and Subscription
The Company is proposing to raise approximately GBP1.4 million (net of
expenses), by way of the Placing and Subscription of, in aggregate, 15,000,000
New Ordinary Shares at the Issue Price. This represents a discount of 33.3 per
cent. to the closing mid-market price of 15 pence per Ordinary Share on 25 June
2009, being the latest practicable date prior to the posting of this
announcement.
The Placing Shares have been placed with institutional and certain other
investors, including Directors, conditional on, amongst others, the passing of
the Resolutions and on Admission taking place no later than 8.00 a.m. on 31 July
2009. In addition Venture Holdings has irrevocably agreed to subscribe for
4,661,872 New Ordinary Shares at the Issue Price, conditional on, amongst
others, the passing of the Resolutions, the completion of the Placing and
Admission taking place no later than 8.00 a.m. on 31 July 2009.
At the last practicable date prior to the release of this announcement, Venture
Holdings owns 18,025,000 Ordinary Shares representing approximately 37.16 per
cent. of the Company's Existing Ordinary Shares. Under the terms of the
Subscription Agreement, Venture Holdings will subscribe for up to 4,661,872
Subscription Shares so that Venture Holdings' shareholding in the Company as a
percentage of the Enlarged Share Capital will be no greater than Venture
Holdings' existing shareholding as at the date of the Subscription Agreement,
but not exceeding 4,661,872 Ordinary Shares.
The New Ordinary Shares, if subscribed for in full, will represent approximately
23.62 per cent. of the Enlarged Share Capital immediately following Admission.
Neither the Placing nor the Subscription are either a rights issue or an open
offer and neither the Placing Shares nor the Subscription Shares will be offered
generally to Shareholders on a pre-emptive basis. The Directors believe that the
considerable extra cost and delay involved in a rights issue or an open offer
would not be in the best interests of the Company, and, accordingly, the Board
considers that it is in the best interests of the Company and Shareholders as a
whole for the funds to be raised through the Placing and the Subscription.
Conditional on the passing of the Resolutions, application will be made to the
London Stock Exchange for the New Ordinary Shares to be admitted to trading on
AIM. It is expected that Admission will become effective and that trading in the
New Ordinary Shares will commence on AIM at 8.00 a.m. on 14 July 2009.
The New Ordinary 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 New Ordinary Shares which are to
be held in certificated form will be dispatched to placees by 31 July 2009. The
New Ordinary Shares will be in registered form and no temporary documents of
title will be issued.
Director and Shareholder Interests
Venture Holdings is the Company's largest Shareholder and long term
manufacturing partner. As stated in the Subscription Agreement, 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.
At the date of this announcement and immediately following completion of the
Placing and the Subscription (and to the extent, the New Ordinary Shares are
subscribed to in full), the Directors and other Significant Shareholders have,
and are expected to have, the following interests in Ordinary Shares:
+--------------------+--------------+------------+------------+--------------+--------------+
| Name of | Existing | Percentage | New | Enlarged | Percentage |
| Shareholder | shareholding | of | Ordinary | shareholding | of |
| | | existing | Shares | following | Enlarged |
| | | ordinary | placed and | the Placing | Share |
| | | share | subscribed | and | Capital |
| | | capital | | Subscription | following |
| | | | | | the |
| | | | | | Placing |
| | | | | | and |
| | | | | | Subscription |
+--------------------+--------------+------------+------------+--------------+--------------+
| Venture Holdings | 18,025,000 | 37.16 | 4,661,872 | 22,686,872 | 35.73 |
+--------------------+--------------+------------+------------+--------------+--------------+
| Mike Wolfe | 7,525,000 | 15.52 | 1,843,928 | 9,368,928 | 14.75 |
+--------------------+--------------+------------+------------+--------------+--------------+
| Philip Richards1 | 7,342,500 | 15.14 | 836,250 | 8,178,750 | 12.88 |
+--------------------+--------------+------------+------------+--------------+--------------+
| RAB Special | 4,250,000 | 8.76 | 836,250 | 5,086,250 | 8.01 |
| Situations | | | | | |
| (Master) Fund | | | | | |
| Limited1 | | | | | |
+--------------------+--------------+------------+------------+--------------+--------------+
| Richard Katz2 | 2,624,500 | 5.41 | - | 2,624,500 | 4.13 |
+--------------------+--------------+------------+------------+--------------+--------------+
| Stephen Wright | 1,308,750 | 2.70 | 426,486 | 1,735,236 | 2.73 |
+--------------------+--------------+------------+------------+--------------+--------------+
| Victor Segal | 632,500 | 1.30 | 418,124 | 1,050,624 | 1.65 |
+--------------------+--------------+------------+------------+--------------+--------------+
| Charles Price | 275,000 | 0.57 | - | 275,000 | 0.43 |
+--------------------+--------------+------------+------------+--------------+--------------+
+----+--------------------------------------------------------------------+
| 1. | Based on information provided to the Company at the date of this |
| | announcement, Philip Richards' aggregate holding, both direct and |
| | indirect, in the Company is 7,342,500 Ordinary Shares, |
| | representing 15.14 per cent. of the issued share capital of the |
| | Company. Based on information provided to the Company at the date |
| | of this announcement, RAB Special Situations (Master) Fund Limited |
| | has an aggregate interest in 4,250,000 Ordinary Shares, |
| | representing 8.76 per cent. of the issued share capital of the |
| | Company. Philips Richards was a co-founder of RAB Capital plc and |
| | formerly its Chief Executive prior to the announcement of his |
| | resignation on 4 September 2008, where he is now an executive |
| | director. |
| | |
+----+--------------------------------------------------------------------+
| 2. | Based on information provided to the Company at the date of this |
| | announcement, Richard Katz's direct holding in the Company is |
| | 300,000 Ordinary Shares and his indirect holding is 2,324,500 |
| | Ordinary Shares, representing 0.62 per cent. and 4.79 per cent. of |
| | the issued share capital of the Company, respectively. |
+----+--------------------------------------------------------------------+
Preliminary results for the year to 31 December 2008
The Company has today announced its preliminary results for the year ended 31
December 2008. Supercart reported revenue of GBP4.81 million for 2008 (2007:
GBP3.34 million) reflecting an increase of 43.9 per cent. to revenues reported
for 2007. Despite the increase in revenue the Company announced that the loss
before tax for 2008 was GBP1.20 million (2007: GBP0.91 million). The Directors
believe that the 31.9 per cent. increase in pre tax losses from 2007 was due to
a number of factors, particular, the increase in the world oil price in the
first half of 2008 which impacted the cost of raw input materials for the
Company and resulted in a reduction in the gross profit margin in 2008 to 17.9
per cent. (2007: 19.2 per cent.).
As at 31 December 2008 the Group had net cash of GBP1.0 million (2007: GBP1.7
million).
Current trading and future prospects
As detailed in the preliminary results statement as announced today, the Company
continues to make progress in each of its major markets, namely South Africa,
North America and Europe. Following the Rehrig Asset Purchase, the Directors
believe that the future performance of the Company will be significantly
enhanced by the integration of Rehrig into the Group's existing operations and
the resultant expansion in the Group's operations in North America.
Trading in the year to date has been in line with management's expectations.
Supercart announced on 13 May 2009 that it had received a significant order from
a leading Western European grocery retailer. The Board believes that further
significant orders are expected to be received during the current year.
However, the Group's focus has been the opportunity in North America following
the Rehrig Asset Purchase. As announced previously, Supercart has recruited
three senior officers who were formerly Rehrig employees to oversee the
installation and on-going manufacturing operations of the Rehrig assets. This
recruitment has increased the Group's cost base in North America but the
Directors believe that this investment will convert into tangible new sales
during 2009.
General Meeting
The General Meeting will be held at the offices of Supercart plc, 3 The Mews, 16
Hollybush Lane, Sevenoaks, Kent TN13 3TH at 10.00 a.m. on 13 July 2009.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from Shareholders holding 9,741,250 Existing Ordinary Shares in
aggregate, representing approximately 20.09 per cent. of the Existing Ordinary
Shares.
Circular
A circular has today been posted to Shareholders with a Notice of General
Meeting to approve matters relating to the Placing and Subscription.
+-----------------------------------------+------------------------------+
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS |
+------------------------------------------------------------------------+
| | 2009 |
+-----------------------------------------+------------------------------+
| Latest time and date for receipt of | 10.00 a.m. on 11 July |
| Forms of Proxy | |
+-----------------------------------------+------------------------------+
| General Meeting | 10.00 a.m. on 13 July |
+-----------------------------------------+------------------------------+
| Admission and dealings in the New | 8.00 a.m. on 14 July |
| Ordinary Shares | |
+-----------------------------------------+------------------------------+
+------------------------------------+------------------------------------+
| DEFINITIONS |
| |
+-------------------------------------------------------------------------+
| The following definitions apply throughout this announcement unless the |
| context requires otherwise: |
| |
+-------------------------------------------------------------------------+
| "Admission" | the admission of the New Ordinary |
| | 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 AIM Rules for Companies |
| | published by the London Stock |
| | Exchange from time to time |
| | governing the admission of shares |
| | to trading on and the operation |
| | of, AIM |
| | |
+------------------------------------+------------------------------------+
| "Charles Stanley" | Charles Stanley Securities, a |
| | trading division of Charles |
| | Stanley & Co. Limited, the |
| | Company's nominated adviser and |
| | broker for the purposes of the AIM |
| | Rules |
| | |
+------------------------------------+------------------------------------+
| "Company" or "Supercart" | Supercart plc |
| | |
+------------------------------------+------------------------------------+
| "Directors" or the "Board" | the directors of the Company |
| | |
+------------------------------------+------------------------------------+
| "Enlarged Share Capital" | the 63,500,000 Ordinary Shares in |
| | issue on Admission, assuming issue |
| | of all of the New Ordinary Shares |
| | |
+------------------------------------+------------------------------------+
| "Existing Ordinary Shares" | the 48,500,000 Ordinary Shares in |
| | issue at the date of this |
| | announcement |
| | |
+------------------------------------+------------------------------------+
| "General Meeting" | the general meeting of the Company |
| | convened by the Notice of General |
| | Meeting for 10.00 a.m. on 13 July |
| | 2009 and any adjournment thereof |
| | |
+------------------------------------+------------------------------------+
| "Group" | the Company and its subsidiaries |
| | |
+------------------------------------+------------------------------------+
| "Issue Price" | 10 pence per New Ordinary Share |
| | |
+------------------------------------+------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
| | |
+------------------------------------+------------------------------------+
| "New Ordinary Shares" | the Placing Shares and the |
| | Subscription Shares |
| | |
+------------------------------------+------------------------------------+
| "Notice of General Meeting" | the notice of General Meeting set |
| | out at the end of the circular to |
| | Shareholders |
| | |
+------------------------------------+------------------------------------+
| "Ordinary Shares" | the ordinary shares of 0.4 pence |
| | each in the capital of the Company |
| | |
+------------------------------------+------------------------------------+
| "Placing" | the conditional placing of the |
| | Placing Shares as described in |
| | this announcement |
| | |
+------------------------------------+------------------------------------+
| "Placing Shares" | 10,338,128 new Ordinary Shares |
| | which are proposed to be allotted |
| | and issued pursuant to the Placing |
| | as described in this announcement |
| | |
+------------------------------------+------------------------------------+
| "Plasti-Cart" | Plasti-Cart Inc, a corporation |
| | incorporated in the state of |
| | Delaware and a wholly owned |
| | subsidiary of the Company |
| | |
+------------------------------------+------------------------------------+
| "Rehrig" | Rehrig International Incorporated, |
| | a corporation incorporated in the |
| | state of Delaware |
| | |
+------------------------------------+------------------------------------+
| "Rehrig Asset Purchase" | the purchase by the Company, |
| | through Plasti-Cart, of certain of |
| | Rehrig's mould tools, stock and |
| | intellectual property rights as |
| | announced by the Company on 20 |
| | March 2009 |
| | |
+------------------------------------+------------------------------------+
| "Resolutions" | the resolutions set out in the |
| | Notice of General Meeting |
| | |
+------------------------------------+------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
| | |
+------------------------------------+------------------------------------+
| "Significant Shareholder" | a holder of a legal or beneficial |
| | interest, whether direct or |
| | indirect, of 3 per cent. or more |
| | of any class of AIM security |
| | (excluding treasury shares) in the |
| | Company as defined by the AIM |
| | Rules |
| | |
+------------------------------------+------------------------------------+
| "Subscription" | the conditional subscription by |
| | Venture Holdings for the |
| | Subscription Shares as described |
| | in this announcement |
| | |
+------------------------------------+------------------------------------+
| "Subscription Agreement" | the agreement entered into on 22 |
| | June 2009 between the Company and |
| | Venture Holdings for the |
| | subscription by Venture Holdings |
| | for the Subscription Shares |
| | conditional on the passing of the |
| | Resolutions, the completion of the |
| | Placing and Admission |
| | |
+------------------------------------+------------------------------------+
| "Subscription Shares" | up to 4,661,872 new Ordinary |
| | Shares which are proposed to be |
| | allotted and issued pursuant to |
| | the Subscription as described in |
| | this announcement |
| | |
+------------------------------------+------------------------------------+
| "Venture Holdings" | Venture Holdings B.V., a company |
| | registered in the Netherlands, |
| | whose registered office is at |
| | Stravinskylaan 3105, Atrium 7th |
| | Floor, 107 7ZX, Amsterdam, the |
| | Netherlands |
| | |
+------------------------------------+------------------------------------+
| "Warrants" | warrants in respect of 292,699 |
| | Ordinary Shares in the Company |
| | granted to Charles Stanley at an |
| | exercise price of 10 pence per |
| | share pursuant to a warrant |
| | instrument dated on or around 25 |
| | June 2009, conditional on |
| | completion of the Placing and |
| | Subscription and on Admission |
| | |
+------------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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