TIDMSC.
RNS Number : 5870V
Supercart PLC
04 November 2010
Supercart plc
("Supercart" or the "Company")
Placing and Subscription of 70,000,000 New Ordinary Shares
at 2.0 pence per share and
issue of 15,000,000 New Ordinary Shares
by Capitalisation of Loan
at 2.0 pence per share
Waiver from Provisions of Rule 9 of the Takeover Code
Notice of General Meeting
Supercart is pleased to announce that it proposes to raise GBP1,400,000 (before
expenses) by way of the Placing of 35,500,000 New Ordinary Shares with certain
institutional and other investors at a price of 2.0 pence per share and a
Subscription for 34,500,000 New Ordinary Shares by Venture Holdings also at 2.0
pence per share. Venture Holdings is the Company's largest shareholder and long
term manufacturing partner.
The Placing and the Subscription will provide the Company with sufficient
working capital for its current requirements and will enable the Group to
continue the development of new products, primarily for the developing European
market.
In addition, it is proposed that Venture Holdings, will capitalise GBP300,000 of
the Loan upon the terms of the Loan Capitalisation Agreement, details of which
are set out in paragraph 6.3 of Part V of the Circular being posted to
Shareholders today.
Following the Subscription and the Loan Capitalisation, Venture Holdings'
interest in the share capital of the Company will increase from 35.73 to 48.61
per cent. of the Enlarged Share Capital. The Subscription and Loan
Capitalisation are therefore conditional upon the Whitewash Resolution being
duly passed by the Independent Shareholders. 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 it,
unless a waiver of that obligation is approved by Independent Shareholders by
passing the Whitewash Resolution at the General Meeting.
A General Meeting has been convened for 11.00 a.m. on 22 November 2010 to
approve the Resolutions relating to the Proposals and the Waiver.
If the Resolutions are duly passed, it is expected that the New Ordinary Shares
will be admitted to trading on AIM on 23 November 2010.
Background to and reasons for the Proposals
The Company is proposing to raise GBP1.4 million (before expenses) by way of the
Placing and Subscription of 70,000,000 New Ordinary Shares at 2.0 pence per New
Ordinary Share and further to strengthen its balance sheet by GBP300,000 by way
of the Loan Capitalisation of 15,000,000 New Ordinary Shares, also at 2.0 pence
per New Ordinary Share, by Venture Holdings.
The New Ordinary Shares, to be issued pursuant to the Proposals, will represent
approximately 57.24 per cent. of the Enlarged Issued Share Capital. The Issue
Price of 2.0 pence per share represents a discount of 46.67 per cent. to the
closing mid market price of 3.75 pence per Ordinary Share, as derived from the
London Stock Exchange Daily Official List, as at 3 November 2010, being the
latest practicable date prior to the posting of the Circular.
As announced at the time of the Preliminary Results statement on 8 June 2010,
the Directors believed that the Company had short term cash requirements over
the coming months. The year to 31 December 2009 had been a year of exceptional
change and great positive movements particularly in the North American market
with the acquisition of certain trolley moulds. The possible legacy sales that
came with those moulds were more difficult to reacquire than first thought and
this delay served negatively to impact the Company's 2009 results. However, the
Company has continued to make positive progress in 2010 and made announcements
on 3 February and again on 28 June regarding specific North American retailers
who have placed orders for delivery in 2010.
The net funds raised of approximately GBP1.27 million will be used for further
development and marketing of new products in the remainder of 2010 and beyond
and to provide the Company with additional working capital to finance the
Company's expansion.
The Company entered into the Loan by virtue of a loan agreement with Venture
Holdings, on 1 December 2008, under which the Company was extended a loan of
815,464 Euros (approximately GBP710,913 based on current exchange rate) over a
56 month period at an interest rate of 5 per cent. per annum. As at the date of
this document, including accrued interest 844,161.50 Euros (approximately
GBP735,936) of the Loan is outstanding. The Loan was for the purchase of trolley
moulds and is secured on those moulds. The Company has reached agreement with
Venture Holdings, under the terms of which Venture Holdings has agreed to
convert GBP300,000 (344,110 Euros) of the Loan into New Ordinary Shares at the
Issue Price, which will save the Company an annual interest payment of
GBP15,000.
Neither the Placing nor the Subscription is a rights issue or open offer and the
New Ordinary 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 the Proposals are in the best interests of the Company
and the Shareholders as a whole.
Details of the Proposals
General
The 70,000,000 New Ordinary Shares proposed to be issued pursuant to the Placing
and the Subscription will represent approximately 47.14 per cent. of the
Enlarged Issued Share Capital of the Company following completion of the
Proposals and the 15,000,000 New Ordinary Shares proposed to be issued pursuant
to the Loan Capitalisation will represent approximately 10.1 per cent. of the
Enlarged Issued Share Capital of the Company following completion of the
Proposals.
The Issue Price of 2.0 pence represents a discount of 46.67 per cent. to the
closing mid-market price of 3.75 pence per Ordinary Share, as derived from the
London Stock Exchange Daily Official List, on 3 November, being the latest
practicable date prior to the posting of the Circular and this announcement.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
Conditional upon the passing of the Resolutions and on Admission taking place no
later than 4.30 p.m. on 30 November 2010 Charles Stanley as agent on behalf of
the Company has placed firm the Placing Shares at the Issue Price with
institutional and certain other investors. In addition the Company has entered
into a subscription agreement with Venture Holdings for the issue of the
Subscription Shares. The Placing Shares and the Subscription Shares have been
placed firm and are not, therefore, being offered to Shareholders or subject to
clawback or any scaling back. Also conditional upon the passing of the
Resolutions and on Admission taking place no later than 4.30 p.m. on 30 November
2010, Venture Holdings has agreed with the Company to capitalise GBP300,000 of
the Loan on the terms of the Loan Capitalisation Agreement.
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 such Admission will become effective and that dealings
will commence on 23 November 2010.
Director and Shareholder Interests
Venture Holdings is the Company's largest shareholder and long term
manufacturing partner. 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 the Circular and following completion of
the Proposals the Directors (and their immediate families and or persons
connected with them (within the meaning of Section 252 of the 2006 Act)) will,
so far as the Company is aware, have the following interests in the Enlarged
Issued Share Capital (without taking into account any shares to be issued on
exercise of outstanding options over Ordinary Shares granted pursuant to the
Company's share option schemes):
+-------------------+--------------+------------+-----------+--------------+------------+
| | | | | | |
+-------------------+--------------+------------+-----------+--------------+------------+
| Name of Director | Existing | Percentage | New | Enlarged | Percentage |
| | shareholding | of | Ordinary | shareholding | of fully |
| | | existing | Shares | following | diluted |
| | | ordinary | issued | the | share |
| | | share | through | Proposals | capital |
| | | capital | the | | following |
| | | | Placing | | the |
| | | | | | Proposals |
+-------------------+--------------+------------+-----------+--------------+------------+
| Michael | 9,368,928 | 14.75 | - | 9,368,928 | 6.31 |
| Castledine-Wolfe | | | | | |
+-------------------+--------------+------------+-----------+--------------+------------+
| Stephen Wright | 1,735,236 | 2.73 | 1,000,000 | 2,735,236 | 1.84 |
+-------------------+--------------+------------+-----------+--------------+------------+
| Victor Segal | 1,050,624 | 1.65 | 1,158,168 | 2,208,792 | 1.49 |
+-------------------+--------------+------------+-----------+--------------+------------+
Other than the Directors referred to above, as at the date of this announcement
and the Circular and following completion of the Proposals, 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 | Existing | Percentage | New | Enlarged | Percentage |
| Shareholder | shareholding | of | Ordinary | shareholding | of fully |
| | | Existing | Shares | following | diluted |
| | | Ordinary | issued | the | share |
| | | Share | through | Proposals | capital |
| | | capital | Proposals | | following |
| | | | | | the |
| | | | | | Proposals |
+-------------------+--------------+------------+------------+--------------+------------+
| Venture Holdings | 22,686,872 | 35.73 | 49,500,000 | 72,186,872 | 48.61 |
+-------------------+--------------+------------+------------+--------------+------------+
| Philip Richards1 | 8,178,750 | 12.88 | 4,750,000 | 12,928,750 | 8.71 |
+-------------------+--------------+------------+------------+--------------+------------+
| RAB Special | 5,086,250 | 8.01 | 2,500,000 | 7,586,250 | 5.11 |
| Situations | | | | | |
| (Master) Fund | | | | | |
| Limited1 | | | | | |
+-------------------+--------------+------------+------------+--------------+------------+
| Richard Katz2 | 2,624,500 | 4.13 | 1,250,000 | 3,874,500 | 2.61 |
+-------------------+--------------+------------+------------+--------------+------------+
| Charles Stanley & | 1,940,783 | 3.05 | 16,600,000 | 18,540,783 | 12.46 |
| Co Ltd3 | | | | | |
+-------------------+--------------+------------+------------+--------------+------------+
1 Phillip Richards was a co-founder of RAB Capital plc and
continues to be an executive director of it.
2 Based on information provided to the Company, Richard Katz's
direct holding in the Company is 300,000 Ordinary Shares and 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.
3 Shares held in Rock Nominees Limited on behalf of clients of
Charles Stanley & Co. Ltd.
Current Trading and Prospects
The interim results statement released on 5 August 2010 showed turnover in the
first six months of 2010 increasing by 199 per cent. over 2009 with gross
margins rising by over 4 per cent. with no change in costs. Against a background
of continued uncertainty in global retail markets Supercart has continued to
make ground in its most important North American market as it is now in its
busiest trading part of the year.
We are encouraged by progress in Europe, through our distribution arrangement
with Caddie S.A. ("Caddie"), announced on 17 December 2009. We continue to work
closely with Caddie and anticipate further progress during 2011.
Operations in South Africa continue in line with management expectations for
this mature market.
Use of proceeds
The funds raised by the Proposals will provide the Company with sufficient
working capital for its current requirements and will enable the Group to
continue further development and marketing of new products primarily for the
developing European market.
Dispensation from Rule 9 of the Takeover Code
Under 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.
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
(further information on Larry Winget can be found at Part II of the Circular),
Venture Holdings' Non-Executive Chairman, is the sole beneficiary and trustee.
Venture Holdings currently holds 35.73 per cent. of the issued share capital of
the Company.
Venture Holdings will hold 48.61 per cent. of the Enlarged Issued Share Capital
following the completion of the proposed Proposals.
The Panel has agreed, however, to waive the obligation to make a general offer
that would otherwise arise as a result of the Proposals, subject to the approval
of Independent Shareholders. Accordingly, the Whitewash Resolution is proposed
at the General Meeting and will be taken on a poll. Venture Holdings will be
precluded from voting on the Whitewash Resolution.
Following completion of the proposed Placing and Loan Capitalisation 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 to vote in favour of the Resolutions
The Company has received irrevocable undertakings to vote in favour of the
Whitewash Resolution from Independent Shareholders holding 12,154,788 Existing
Ordinary Shares in aggregate, representing approximately 19.14 per cent. of the
Ordinary Shares held by Independent Shareholders.
The Company has received irrevocable undertakings to vote in favour of the
Resolutions (other than the Whitewash Resolution) from Shareholders holding
34,841,660 Existing Ordinary Shares in aggregate, representing approximately
54.87 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 Proposals and the Waiver
For further information please contact:
Supercart plc
01732 459 898
Chief Executive
Mike Wolfe
Charles Stanley Securities
020 7149 6000
Nominated Adviser and Broker
Russell Cook/Ben Johnston/Carl Holmes
Tavistock Communications
020 7920 3150
Jeremy Carey/Andrew Dunn
.
EXPECTED TIMETABLE OF EVENTS
2010
Latest time and date for receipt of Forms of Proxy for General Meeting
11.00 a.m. on 18 November
General Meeting
11.00 a.m. on 22 November
Admission effective and dealings commence on AIM
8.00 a.m. on 23 November
in the New Ordinary Shares
CREST accounts credited with New Ordinary Shares23 November
Share certificates dispatched in respect of New Ordinary Shares by
30 November
STATISTICS
Issue Price
2.0p
Number of Ordinary Shares in issue at the date of this announcement
63,500,000
Number of New Ordinary Shares to be issued pursuant to the Placing
35,500,000
Number of New Ordinary Shares to be issued pursuant to the Subscription
34,500,000
Number of New Ordinary Shares to be issued pursuant to the Loan Capitalisation
15,000,000
Percentage of the Enlarged Issued Share capital represented by the New Ordinary
Shares 57.24%
Estimated gross proceeds of the Placing and the Subscription
GBP1.4 million
Estimated net proceeds of the Placing and the Subscription
GBP1.27 million
Number of Ordinary Shares in issue at Admission
148,500,000
DEFINITIONS
The following definitions apply throughout this announcement and the Circular
unless the context otherwise requires:
+------------------------------+------------------------------------+
| "2006 Act" | the Companies Act 2006 |
| | |
+------------------------------+------------------------------------+
| "Admission" | the admission to trading on AIM of |
| | the 85,000,000 New Ordinary Shares |
| | to be issued pursuant to the |
| | Placing, the Subscription and the |
| | Loan Capitalisation and which is |
| | expected to take place on 23 |
| | November 2010 |
| | |
+------------------------------+------------------------------------+
| "AIM" | the AIM market operated by the |
| | London Stock Exchange |
| | |
+------------------------------+------------------------------------+
| "AIM Rules" | the AIM Rules for Companies as |
| | published and amended by the |
| | London Stock Exchange from time to |
| | time |
| | |
+------------------------------+------------------------------------+
| "certificated form" or "in | an ordinary share recorded on a |
| certificated form" | company's share register as being |
| | held in certificated form (namely, |
| | not in CREST) |
| | |
+------------------------------+------------------------------------+
| "Charles Stanley" | Charles Stanley Securities, a |
| | trading division of Charles |
| | Stanley & Co. Limited |
| | |
+------------------------------+------------------------------------+
| "Circular" | the circular being posted to |
| | Shareholders on 4 November 2010 |
| | |
+------------------------------+------------------------------------+
| "Code" | the City Code on Takeovers and |
| | Mergers, as amended from time to |
| | time |
| | |
+------------------------------+------------------------------------+
| "Company" or "Supercart" | Supercart PLC |
| | |
+------------------------------+------------------------------------+
| "CREST" | the relevant system (as defined in |
| | the Uncertificated Securities |
| | Regulations 2001) in respect of |
| | which Euroclear UK & Ireland |
| | Limited is the operator (as |
| | defined in those regulations) |
| | |
+------------------------------+------------------------------------+
| "Directors" or "Board" | the directors of the Company or |
| | any duly authorised committee |
| | thereof |
| | |
+------------------------------+------------------------------------+
| "Enlarged Issued Share | the 148,500,000 Ordinary Shares in |
| Capital" | issue following Admission |
| | |
+------------------------------+------------------------------------+
| "Existing Ordinary Shares" | any or all of the |
| | 63,500,000 Ordinary Shares of 0.4 |
| | pence each in the capital of the |
| | Company in issue at the date of |
| | the Circular, all of which are |
| | admitted to trading on AIM |
| | |
+------------------------------+------------------------------------+
| "Financial Services | the Financial Services Authority |
| Authority" or "FSA" | of the United Kingdom |
| | |
+------------------------------+------------------------------------+
| "Form of Proxy" | the form of proxy enclosed with |
| | the Circular for use by |
| | Shareholders at the General |
| | Meeting |
| | |
+------------------------------+------------------------------------+
| "General Meeting" | the general meeting of the Company |
| | convened for 11.00 a.m. on 22 |
| | November 2010 and any adjournment |
| | thereof |
| | |
+------------------------------+------------------------------------+
| "Group" | the Company, its existing |
| | subsidiaries and subsidiary |
| | undertakings |
| | |
+------------------------------+------------------------------------+
| "Independent Shareholders" | all Shareholders other than |
| | Venture Holdings, who are entitled |
| | to vote on the Whitewash |
| | Resolution |
| | |
+------------------------------+------------------------------------+
| "Issue Price" | 2.0 pence being the price at which |
| | the New Ordinary Shares are to be |
| | issued |
| | |
+------------------------------+------------------------------------+
| "Larry Winget Living Trust" | the trust of which Larry Winget is |
| | the sole beneficiary and trustee |
| | and which is the owner of 100 per |
| | cent. of the issued share capital |
| | of P.I.M. Management Company Inc, |
| | which owns 100 per cent. of the |
| | issued share capital of Venture |
| | Holdings |
| | |
+------------------------------+------------------------------------+
| "Loan" | a loan made by Venture Holdings to |
| | the Company (as more fully |
| | particularised under the terms of |
| | an agreement between the parties |
| | dated 1 December 2008) |
+------------------------------+------------------------------------+
| "Loan Capitalisation" | the capitalisation of GBP300,000 |
| | of the Loan outstanding upon the |
| | terms of the Loan Capitalisation |
| | Agreement |
| | |
+------------------------------+------------------------------------+
| "Loan Capitalisation | a contract conditional upon the |
| Agreement" | passing of the Resolutions to |
| | convert GBP300,000 of the Loan |
| | into 15,000,000 New Ordinary |
| | Shares at the Issue Price as more |
| | particularly described in |
| | paragraph 6.3 of Part V of the |
| | Circular |
| | |
+------------------------------+------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
| | |
+------------------------------+------------------------------------+
| "New Ordinary Shares" | the 85,000,000 new Ordinary Shares |
| | to be issued pursuant to the |
| | Proposals |
| | |
+------------------------------+------------------------------------+
| "Notice of General Meeting" | the notice of General Meeting set |
| | out at the end of the Circular |
| | |
+------------------------------+------------------------------------+
| "Ordinary Shares" | ordinary shares of 0.4 pence each |
| | in the capital of the Company |
| | |
+------------------------------+------------------------------------+
| "Overseas Shareholders" | shareholders who have registered |
| | addresses in, are resident in, or |
| | are citizens of, jurisdictions |
| | outside the United Kingdom |
| | |
+------------------------------+------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
| | |
+------------------------------+------------------------------------+
| "Placing" | the placing of the Placing Shares |
| | |
+------------------------------+------------------------------------+
| "Placing Shares" | the 35,500,000 New Ordinary Shares |
| | which are to be placed with |
| | investors pursuant to the Placing |
| | |
+------------------------------+------------------------------------+
| "Proposals" | The Placing, the Subscription and |
| | the Loan Capitalisation |
| | |
+------------------------------+------------------------------------+
| "Prospectus Rules" | the Prospectus Rules, as published |
| | and amended from time to time by |
| | the Financial Services Authority |
| | |
+------------------------------+------------------------------------+
| "Registrar" | Equiniti Limited, a company |
| | registered in England and Wales |
| | under registered number 06226088 |
| | |
+------------------------------+------------------------------------+
| "Regulations" | The Uncertificated Securities |
| | Regulations 2001 (SI 2001 No. |
| | 3755) |
| | |
+------------------------------+------------------------------------+
| "Resolutions" | the resolutions set out in the |
| | Notice of General Meeting |
| | including the Whitewash Resolution |
| | |
+------------------------------+------------------------------------+
| "Restricted Territories" | the United States, Canada, Japan, |
| | Australia, the Republic of |
| | Ireland and the Republic of South |
| | Africa and any other country where |
| | distribution of the Circular would |
| | be prohibited by law, and each of |
| | them shall be a "Restricted |
| | Territory" |
| | |
+------------------------------+------------------------------------+
| "Rule 9" | Rule 9 of the Code |
| | |
+------------------------------+------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
| | |
+------------------------------+------------------------------------+
| "Subscription" | the subscription of the |
| | Subscription Shares by Venture |
| | Holdings |
| | |
+------------------------------+------------------------------------+
| "Subscription Shares" | the 34,500,000 New Ordinary Shares |
| | which are to be subscribed by |
| | Venture Holdings pursuant to the |
| | Subscription |
| | |
+------------------------------+------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great |
| | Britain and Northern Ireland |
| | |
+------------------------------+------------------------------------+
| "United States" or "US" | the United States of America, each |
| | State thereof, its territories and |
| | possessions (including the |
| | District of Columbia) and all |
| | other areas subject to its |
| | jurisdiction |
| | |
+------------------------------+------------------------------------+
| "US Securities Act" | the US Securities Act of 1933, as |
| | amended |
| | |
+------------------------------+------------------------------------+
| "uncertificated" or "in | an ordinary share recorded on a |
| uncertificated form" | company's share register as being |
| | held in uncertificated form in |
| | CREST and title to which, by |
| | virtue of the Uncertificated |
| | Securities Regulations 2001, may |
| | be transferred by means of CREST |
| | |
+------------------------------+------------------------------------+
| "Venture Group" | the group of companies, all of |
| | which are wholly owned by the |
| | Larry Winget Living Trust, and |
| | including Venture Holdings |
| | |
+------------------------------+------------------------------------+
| "Venture Holdings" | Venture Holdings BV, a company |
| | registered in the Netherlands, the |
| | registered office of which is at |
| | Stravinskylaan 3105, Atrium 7th |
| | Floor, 107 7ZX, Amsterdam, the |
| | Netherlands |
| | |
+------------------------------+------------------------------------+
| "Whitewash or the "Waiver" | waiver of the obligations to make |
| | a general offer to Independent |
| | Shareholders under Rule 9 |
| | |
+------------------------------+------------------------------------+
| "Whitewash Resolution" | resolution 1 of the Resolutions |
+------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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