TIDMSEV
RNS Number : 8518O
SerVision plc
01 June 2015
1 June 2015
SerVision plc
("SerVision" or the "Company")
Notice of General Meeting
SerVision plc (AIM: SEV), the AIM quoted developer and
manufacturer of digital security systems, announces that, further
to the announcement released by the Company on 22 May 2015, the
Company, on 29 May 2015, posted to shareholders a notice convening
a general meeting of the Company (the "General Meeting") which is
to be held at 10:30 a.m. on 23 June 2015 at the offices of Adams
& Remers LLP, Dukes Court, 32 Duke Street, St James's, London,
SW1Y 6DF.
The notice of General Meeting and a form of proxy will be
available shortly to download from the Company's website at
www.servision.net.
Edited extracts from the notice of General Meeting are included
below. The same definitions apply throughout this announcement as
are applied in the circular.
For further information please contact:
SerVision plc +972 2535 0000
Gidon Tahan, Chairman and CEO
Allenby Capital Limited (Nominated Adviser
and Broker) +44 (0)20 3328 5656
Nick Athanas / James Reeve
Leander (Financial PR)
Christian Taylor-Wilkinson +44 (0)7795 168 157
Notes to Editors
SerVision is a pioneer in the field of security communications
technology and a leading developer and manufacturer of fully
integrated video recording and transmission systems for homeland
security and transportation applications. The Company's core
technology is proprietary video compression which is optimised for
streaming real-time video over any type of cellular or narrowband
network.
1. Introduction
The Board of SerVision announced on 22 May 2015 a capital
raising of GBP911,927 (before expenses) to be used by the Company
to satisfy the Company's existing order book and for general
working capital purposes. This is being effected by means of a
subscription of 17,537,059 new ordinary shares of 1 pence each in
the Company (the "Subscription Shares") at a price of 5.2 pence per
Subscription Share (the "Subscription").
A total of GBP513,836, representing the issue of 9,881,466 of
the Subscription Shares to new and existing investors (the "Firm
Subscription Shares"), has been raised pursuant to the Company's
existing share authorities. The Firm Subscription Shares were
admitted to trading on the AIM Market of the London Stock Exchange
at 8am on 29 May 2015.
A total of GBP398,091, representing the issue of 7,655,593 of
the Subscription Shares to Gabriel Sassoon (the "Conditional
Subscription Shares"), is conditional upon shareholder approval
through the passing of certain resolutions (the "Resolutions") to
be proposed at a general meeting of the Company to be held at the
offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St
James's, London, SW1Y 6DF on 23 June 2015 at 10:30 am (the "General
Meeting") and Admission. Mr Sassoon is an existing shareholder and
is beneficially interested in 8.25% of the current issued share
capital of SerVision (prior to the issue of Subscription Shares).
Subject to the passing of the Resolutions, it is expected that
Admission will become effective and that dealings in the
Conditional Subscription Shares will commence on 24 June 2015.
The Conditional Subscription Shares will be equivalent to
approximately 8.68 per cent. of the enlarged issued share capital
of SerVision following Admission and the subscription price of 5.2
pence per share represented a premium of approximately 26.1 per
cent. to the closing mid-market price of an existing issued
ordinary share on 21 May 2015, being the last practicable date
prior to the announcement of the Subscription on 22 May 2015.
The issue of the Conditional Subscription Shares is conditional
upon the passing of the Resolutions by shareholders at the General
Meeting to authorise, inter alia, the allotment of the Conditional
Subscription Shares and to approve the disapplication of
pre-emption rights to enable the Board of SerVision to allot the
Conditional Subscription Shares. The Board has convened the General
Meeting at which shareholders in SerVision will be asked to
consider and, if thought fit, pass the Resolutions.
Application will be made to the London Stock Exchange for the
Conditional Subscription Shares to be admitted to trading on AIM.
It is expected that, following the passing of the Resolutions at
the General Meeting, dealings in the Conditional Subscription
Shares will commence on or around 24 June 2015. Subject to the
passing of the Resolutions and Admission becoming effective on or
around 24 June 2015, the Conditional Subscription Shares will rank
pari passu with the existing issued ordinary share capital of
SerVision.
The purpose of this document is to provide you with information
about the Subscription and to explain why the Directors consider
the passing of the Resolutions to enable the issue of the
Conditional Subscription Shares to occur to be in the best
interests of the Company and the shareholders and why the Board of
SerVision unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, notice of which
is set out at the end of this document.
2. Background to the Subscription and use of proceeds
The Board of SerVision believed that there was an opportunity to
raise funds from a small number of investors and therefore decided
to effect the fundraising by way of the Subscription, rather than
by offering all shareholders in the Company the opportunity to
acquire further shares. The Board of SerVision believed that the
additional cost and delay which would have been incurred in
connection with any such offer would not have been in the best
interests of the Company. The net proceeds of the Subscription are
being put towards the general working capital requirements of the
Company and to satisfy the Company's existing order book.
As part of the Subscription, Gabriel Sassoon, an existing
shareholder in SerVision who is beneficially interested in 8.25% of
the current issued share capital of SerVision prior to the issue of
the Subscription Shares, is subscribing for the Conditional
Subscription Shares at the Subscription Price. Following the issue
of the Conditional Subscription Shares, Gabriel Sassoon will be
interested in 13,316,528 ordinary shares of 1 pence each in the
Company representing 15.09 per cent. of the enlarged issued share
capital of SerVision.
3. Grant of options
The Company announced on 22 May 2015 that they had also agreed
to grant the following options to the following persons:
-- Gabriel Sassoon, the largest investor in the Subscription,
has conditionally been granted options over 6,346,154 new ordinary
shares in the Company, exercisable at a price of 5.2 pence per
share (equivalent to the Subscription price) anytime between the
date of the General Meeting and 1 November 2015 (the "Sassoon
Options"). The grant of the Sassoon Options is subject to approval
of the Resolutions at the General Meeting and Mr Sassoon and the
Company entering into an option agreement. Any future exercise of
the Sassoon Options will be at the sole discretion of Mr Sassoon;
and
-- Eliyahu Greineman, an investor in the Subscription and a
procurer of certain other subscribers in the Subscription, has
conditionally been granted options over 6,346,154 new ordinary
shares in the Company, exercisable at a price of 10.4 pence per
share (equivalent to a 100 per cent. premium to the Subscription
price) anytime between the date of the General Meeting and 1 May
2017 (the "Greineman Options"). The grant of the Greineman Options
is subject to approval of the Resolutions at the General Meeting
and Mr Greineman and the Company entering into an option agreement.
Any future exercise of the Greineman Options will be at the sole
discretion of Mr Greineman.
4. General Meeting and action to be taken
Set out at the end of this document is a notice of General
Meeting which is to be held at 10:30 am on 23 June 2015 at the
offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St
James's, London, SW1Y 6DF at which the Resolutions will be put to
Shareholders.
Shareholders will find enclosed with this document a form of
proxy for use at the General Meeting. The form of proxy should be
completed and returned in accordance with the instructions printed
thereon so as to arrive at the Company's Registrars, Capita Asset
Services, as soon as possible and not later than 10:30 am on 21
June 2015. Completion and return of the form of proxy will not
prevent Shareholders from attending and voting at the General
Meeting should they so wish.
Information relating to the Resolutions
Resolution 1
Resolution 1 is an ordinary resolution and authorises the
Directors, pursuant to section 551 of the Companies Act 2006, to
allot Ordinary Shares up to a nominal value of GBP497,571 which
represents the Conditional Subscription Shares plus an amount
sufficient to enable the Company to issue Ordinary Shares pursuant
to the exercise of the Sassoon Options and Greineman Options and an
amount equivalent to one third of the issued share capital of the
Company as enlarged by the issue of the Subscription Shares without
the need to call a further General Meeting. The number of shares
for which authority is sought here includes the Conditional
Subscription Shares. This authority will terminate on the earlier
of 15 months after the date that this resolution is passed and the
conclusion of the forthcoming 2015 Annual General Meeting of the
Company.
Resolution 2
Resolution 2, which is conditional upon Resolution 1 being
passed, suspends the statutory pre-emption rights contained in
section 561 of the Companies Act 2006 and, if passed, will
authorise the Directors to allot shares free of this restriction in
respect of the Conditional Subscription Shares, the allotment of
any equity securities to enable the exercise of the Sassoon Options
and Greineman Options, and up to a nominal value of GBP176,456.
This authority will terminate on the earlier of 15 months after the
date that this resolution is passed and the conclusion of the
forthcoming 2015 Annual General Meeting of the Company.
5. Recommendation
The Directors consider the issue of the Conditional
Subscriptions Shares and the approval of the Resolutions to be in
the best interests of the Company and the Shareholders as a whole
and unanimously recommend you vote in favour of the Resolutions, as
your Directors intend to do or procure to be done in respect of
their beneficial holdings of Ordinary Shares amounting to, in
aggregate, 10,272,582 Ordinary Shares, representing approximately
12.75 per cent. of the current issued share capital of the
Company.
-ends-
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