TIDMUNG
RNS Number : 3145I
Universe Group PLC
24 July 2012
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR AUSTRALIA OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
AIM: UNG
UNIVERSE GROUP PLC
("Universe", the "Company" or the "Group")
Proposed Placing and Issue of Loan Notes
The Board of Universe, which develops and supplies leading
payment and on-line loyalty systems, is pleased to announce
proposals for a Fundraising consisting of the issue of new Ordinary
Shares to raise gross proceeds of GBP1.675m and the issuance of
Loan Notes to raise a further GBP0.2m, the latter subject to
execution of satisfactory security documentation.
Further details of the Proposals are set out in a circular,
convening the Extraordinary General Meeting, which will be sent to
Shareholders today ("Circular") and will shortly be available on
the Company's website at www.universe-group.co.uk.
Highlights:
-- GBP1.675m proposed to be raised by way of a Placing of
72,826,087 New Ordinary Shares at 2.3 pence per share (being a
discount of 12.4% to the closing mid-market price on 23 July 2012
of 2.625p), representing 38.8% of the Enlarged Share Capital
-- Net proceeds of the Fundraising will be invested across
growth opportunities and development projects in the Group's core
business and allow existing cash resources to be used in the
repayment of existing bank loans and loans from certain of the
Directors
-- It is currently expected that funds managed by Downing LLP
and/or any other subscribers will subscribe for the Loan Notes as
soon as practicable following completion of the Placing
-- A Share Capital Reorganisation is proposed in order to enable the Placing to be effected
-- Placing and Share Capital Reorganisation subject to approval
of Shareholders at an EGM to be held at finnCap's offices at 10.00
a.m. on Thursday 16 August 2012
-- Admission of the New Ordinary Shares expected to be effective from 17 August 2012
Stephen McLeod, CEO of Universe, commented,
"This Fundraising will strengthen the Group's balance sheet and
enable us to develop Universe's growth opportunities. As we have
previously reported, a major focus for the Group this year is the
completion of our product enhancement programme and our new funds
will assist with this."
An extract from the Circular is included below. Unless otherwise
stated, terms and expressions defined in the Circular have the same
meaning in this announcement.
Enquiries:
Universe Group plc T: 02380 689510
Robert Goddard, Chairman
Stephen McLeod, Chief
Executive
finnCap T: 020 7220 0500
Stuart Andrews / Henrik
Persson
Simon Starr
Biddicks T: 020 3178 6378
Katie Tzouliadis
Sophie McNulty
Disclaimer
finnCap Ltd, which is authorised and regulated by the Financial
Services Authority, is acting as nominated and financial adviser to
the Company in connection with the matters described in this
announcement. finnCap Ltd will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of finnCap Ltd or for advising any other person on the Fundraising
or any other arrangements described in this announcement. finnCap
Ltd has not authorised the contents of, or any part of, this
announcement and no liability whatsoever is accepted by finnCap Ltd
for the accuracy of any information or opinions contained in this
announcement or for the omission of any information.
This announcement contains a number of forward looking
statements relating to the Universe Group with respect to, amongst
others, the following: financial conditions; results of operations;
the business of the Group; future benefits of the Placing; and
management plans and objectives. The Company considers any
statements that are not historical facts to be "forward looking
statements". They relate to events and trends that are subject to
risks, uncertainties and assumptions that could cause the actual
results and financial position of the Group to differ materially
from the information presented in the relevant forward looking
statement. When used in this announcement, the words "estimate";
"project"; "intend"; "aim"; "anticipate"; "believe"; "expect";
"should" and similar expressions, as they relate to the Group or
management of it, are intended to identify such forward looking
statements. Shareholders are cautioned not to place undue reliance
on these forward looking statements which speak only as at the date
of this announcement. The Company does not undertake any obligation
to update publicly or revise any of the forward looking statements
whether as a result of new information, future events or otherwise,
save in respect of any requirement under applicable laws, the AIM
Rules or other regulations.
This announcement does not constitute an offer to buy or
subscribe for, or the solicitation of an offer to buy or subscribe
for, Placing Shares in any jurisdiction in which such offer or
solicitation is unlawful. This announcement has not been examined
or approved by the Financial Services Authority or the London Stock
Exchange or any other regulatory authority. The Placing Shares have
not been, and will not be, registered under the United States
Securities Act of 1933 (as amended) or under the securities laws of
any state of the United States nor do they qualify for distribution
under any of the relevant securities laws of Australia, Canada,
Japan, South Africa or the Republic of Ireland. Accordingly, the
Placing Shares may not, directly or indirectly, be offered, sold or
taken up, delivered or transferred in or into the United States,
Australia, Canada, Japan, South Africa, the Republic of Ireland or
any other territory outside the United Kingdom. The distribution of
the announcement outside the United Kingdom may be restricted by
law and therefore persons outside the United Kingdom into whose
possession this announcement has come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of such jurisdictions.
The following text has been extracted from the Circular:
1. Introduction
The Board of Universe today announced, inter alia, a proposed
placing of 72,826,087 New Ordinary Shares at 2.3 pence per share to
raise GBP1.675m (approximately GBP1.507m net of expenses).
Additionally the Company will issue the Loan Notes to funds managed
by Downing LLP, an existing Shareholder, and/or any other
subscriber(s) in the near future to raise a further GBP0.2m subject
to the execution of satisfactory security documentation. The
Placing and the issue of the Loan Notes are intended to allow the
Company to invest in growth opportunities across its core business
and to strengthen the Company's balance sheet.
The principal terms of the Placing and the Loan Note Instrument
are described in more detail in paragraphs 2 and 3 below
respectively and details of the proposed Share Capital
Reorganisation, required to facilitate the Placing, are set out in
paragraph 7.
Shareholders should note that the Placing is conditional, inter
alia, upon the Resolutions being passed by the requisite majority
at the Extraordinary General Meeting and that the proposed issue of
the Loan Notes will in turn only take place following completion of
the Placing. The Placing is not conditional on the issue of the
Loan Notes. If the Resolutions are not passed by the requisite
majority, the Placing Agreement will not become unconditional in
all respects and neither the Placing nor the issue of the Loan
Notes will proceed. Accordingly, you will find set out at the end
of the Circular a notice convening an Extraordinary General Meeting
to be held at the offices of finnCap, 60 New Broad Street, London
EC2M 1JJ at 10.00 a.m. on 16 August 2012.
The purpose of the Circular is to outline the background to and
reasons for the Fundraising and Share Capital Reorganisation and to
explain why the Board considers the Fundraising and Share Capital
Reorganisation to be in the best interests of the Universe Group
and Shareholders as a whole.
2. Reasons for and further details of the Placing
The Company is proposing to raise GBP1.675m (approximately
GBP1.507m net of expenses) by way of a placing of the Placing
Shares. The Placing Price of 2.3 pence per Placing Share represents
a discount of approximately 12.4 per cent. to the Closing Price of
2.625 pence per Existing Ordinary Share on 23 July 2012 (being the
last Business Day prior to the announcement of the Fundraising).
finnCap, as agent for the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares at the Placing
Price. The Placing Shares will represent approximately 38.8 per
cent. of the Enlarged Share Capital.
In addition to the Placing, the Company expects to issue the
Loan Notes in due course. Further details of the terms on which the
Loan Notes will be issued are set out in paragraph 3 below.
The Board, having been advised by finnCap, considers that it is
in the best interests of the Company and Shareholders as a whole
for the Group's ongoing capital requirements to be funded by the
Placing and the Loan Note issue. In providing its advice, finnCap
has relied upon the Board's commercial assessment of the
Fundraising. The Board believes that the additional costs that
would be incurred, both financially and in terms of management
time, if the Company were to offer all Shareholders the opportunity
to acquire new shares in the Company (for example, via an open
offer or a rights issue), are such that a non-pre-emptive placing
with a limited number of institutional and other investors
(including each of the Directors) is a more appropriate method of
raising finance in this instance.
The Company will therefore seek approval from Shareholders at
the Extraordinary General Meeting to raise finance by means of
issuing the Placing Shares without pre-emption for existing
Shareholders.
The Placing is conditional upon:
(i) the Resolutions being passed without amendment;
(ii) the Placing Agreement becoming unconditional in all
respects (save for Admission) and not having been terminated by
finnCap; and
(iii) admission of the New Ordinary Shares to trading becoming
effective by not later than 8.00 a.m. on 17 August 2012 (or such
later time and/or date as the Company and finnCap may agree, not
being later than 8.00 a.m. on 7 September 2012).
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. No
application has been or is being made for the Existing Ordinary
Shares or New Ordinary Shares to be admitted to any other
recognised investment exchange. Subject to, inter alia, the
Resolutions being passed by the requisite majority at the
Extraordinary General Meeting, it is expected that Admission will
become effective and that trading in the Enlarged Share Capital on
the London Stock Exchange will commence at 8.00 a.m. on 17 August
2012.
The Existing Ordinary Shares are already admitted to CREST.
Accordingly, no further application for admission to CREST is
required for the New Ordinary Shares. All such shares, when issued
and fully paid, may be held and transferred by means of CREST.
The Placing Shares will, when issued fully-paid and upon
Admission, rank pari passu in all respects with the New Ordinary
Shares and for all dividends and other distributions declared, paid
or made in respect of the New Ordinary Shares after Admission.
It is expected that the Placing Shares will be delivered in
CREST on 17 August 2012 and that (where appropriate) share
certificates for those Placing Shares to be held in certificated
form will be despatched by first class post by 31 August 2012.
3. Terms of issue of the Loan Notes
While there is no legal obligation on it to do so, it is
currently anticipated that funds managed by Downing LLP and/or any
other subscriber(s) will subscribe for the Loan Notes as soon as
practicable following completion of the Placing.
The Loan Notes will be capable of being redeemed in cash after
five years from their date of issue but the Company will be
permitted, in its discretion, to repay with effect from the second
anniversary of their date of issue up to GBP150,000 in aggregate of
the principal amount. Interest will be payable at a rate of 9.5 per
cent. per annum, quarterly in arrears, until such time as the Loan
Notes are redeemed in full. The Loan Notes will be non-transferable
without the prior written consent of the Company. Repayment of the
Loan Notes will be secured by way of second-ranking fixed and
floating charges to be agreed by Downing LLP and the Company.
4. Use of proceeds
Amounts raised in the Fundraising will allow the Group to invest
across growth opportunities and development projects in its core
"Solutions" division, including initiatives to enhance existing
capabilities in payment and loyalty transaction processing and
associated improvements in the Group's data centre capabilities.
The Fundraising will also allow existing cash resources, supported
by a restructuring of the Company's asset financing arrangements,
to be used in the repayment of existing bank loans and loans from
certain of the Directors.
5. Placing Agreement
Pursuant to the Placing Agreement, finnCap, as agent for the
Company, has conditionally agreed, subject to the fulfilment of
certain conditions and on the terms set out therein, to use its
reasonable endeavours to procure subscribers for the Placing
Shares. The Placing is not being underwritten.
The Company has agreed to pay to finnCap upon Admission a
placing fee and a corporate finance fee, plus any VAT thereon. The
Company will also pay all other costs and expenses of, or in
connection with, the Fundraising.
The Placing Agreement contains customary warranties and
indemnities given by the Company in favour of finnCap.
The obligations of finnCap under the Placing Agreement are
conditional upon, inter alia:
-- the passing of the Resolutions;
-- the Placing Agreement not having been terminated in
accordance with its terms prior to Admission; and
-- Admission taking place by 8.00 a.m. on 17 August 2012 (or
such later time and/or date as finnCap and the Company may agree,
not being later than 8.00 a.m. on 7 September 2012).
finnCap is entitled to terminate the Placing Agreement prior to
Admission, principally in the event of a breach of the Placing
Agreement which finnCap considers to be material in the context of
the Placing as a whole or of any of the warranties contained in it
or on the occurrence of certain external events beyond the
Company's control.
6. Current trading and prospects and future Group strategy
Over the past 18 months, the Group has been restructured and
reorganised to pursue a new three year growth plan. Progress has
been achieved in line with this growth plan and the Directors
believe that the restructuring of the Company's balance sheet which
the Fundraising enables, and the extra capital that it provides,
will allow the Company to continue to pursue new opportunities for
growth.
While unrelated to the decision to raise further capital, and as
part of their original restructuring plan, the Directors are
exploring a range of options in respect of the Group's HTEC
Contract Electronics Manufacturing business.
Trading during the current financial year is ahead of the
comparable period last year and in line with market
expectations.
7. Share Capital Reorganisation
The Act prohibits the Company from issuing ordinary shares at a
price below their nominal value. The price at which the Company has
been able to raise additional capital is less than the current
nominal value of the Existing Ordinary Shares. Accordingly, it will
be necessary to undertake the Share Capital Reorganisation prior to
completion of the Placing.
Immediately prior to the Extraordinary General Meeting, the
Company will have 114,704,539 Existing Ordinary Shares in issue.
Resolution 1 to be proposed at the Extraordinary General Meeting
proposes that each of the Existing Ordinary Shares be split into
one New Ordinary Share of 1 penny and one Deferred Share of 4
pence, such Deferred Shares having the rights attached to them in
the articles of association of the Company to be amended pursuant
to Resolution 3.
The New Ordinary Shares of 1 penny each will continue to carry
the same rights as are attached to the Existing Ordinary Shares
(save for the reduction in nominal value). The Deferred Shares will
be transferable only with the consent of the Company and will not
be admitted to trading on AIM (or any other investment exchange).
No certificates will be issued in respect of the Deferred Shares.
The Deferred Shares are effectively valueless as they will not
carry voting rights and will carry no rights to participate in the
profits or capital of the Company.
The practical effect of this change, if implemented, will be
that each Shareholder will receive the same number of New Ordinary
Shares as they hold Existing Ordinary Shares, without diminution in
rights. As the Share Capital Reorganisation will amount to a
disqualifying event pursuant to the legislation concerning the
operation of enterprise management incentive schemes, it is
proposed that new share option agreements be entered into with each
of the relevant Directors and senior management following
completion of the Placing at the same exercise price and otherwise
on similar terms to those agreements currently in place and
described in the latest annual report and accounts of the Company
save that the three year vesting periods described therein will be
shortened so as to allow for exercise from the respective dates on
which the current options would otherwise have become
exercisable.
Only the Placing Shares and, in place of the Existing Ordinary
Shares, the New Ordinary Shares will be traded on AIM and
application will be made to the London Stock Exchange for the
Placing Shares and the New Ordinary Shares to be admitted to
trading in place of the Existing Ordinary Shares with effect from
8.00 a.m. on 17 August 2012.
Conditional upon the passing of Resolutions 1 and 3, the Company
and the holders of the Deferred Shares will have the ability,
subject to compliance with any legal requirements, to enter into a
Repurchase Agreement whereby the holders of the Deferred Shares
will agree to transfer (without receiving any payment therefore, in
accordance with the amendments proposed to be made to the articles
of association of the Company by Resolution 3) all of the Deferred
Shares held by them to a person designated by the Board. That
designated person will then agree to the Company repurchasing all
the Deferred Shares to be held by him for one penny in aggregate
and, following such repurchase, all of the Deferred Shares will be
cancelled. It is the intention of the Board that any such
repurchase of the Deferred Shares be financed out of the proceeds
of issue of the Placing Shares. According to the class rights of
the Deferred Shares, any member of the Board may be designated the
person who should sign a Repurchase Agreement on behalf of the
holders of Deferred Shares.
8. EIS and VCT
HM Revenue & Customs has given provisional approval that
relevant investments in Placing Shares should qualify for relief
under VCT and EIS legislation. However no guarantee or other
assurance is given that the activities of the Group will be such as
to attract or retain any qualifying status for VCT and EIS
purposes. Any person who is in doubt as to their tax position
should consult their professional taxation adviser.
9. Extraordinary General Meeting
The Notice convening the Extraordinary General Meeting to be
held at the offices of finnCap, 60 New Broad Street, London EC2M
1JJ at 10.00 a.m. on 16 August 2012 is set out at the end of the
Circular. At the Extraordinary General Meeting the following
resolutions will be proposed:
-- Resolution 1, which will be proposed as an ordinary
resolution and is subject to the passing of Resolutions 3 and 5,
seeks approval for the sub-division of each Existing Ordinary Share
into one New Ordinary Share of 1 pence each and one Deferred Share
of 4 pence each.
-- Resolution 2, which will also be proposed as an ordinary
resolution, proposes that, in substitution for and to the exclusion
of the authority conferred by an ordinary resolution of the Company
passed on 26 June 2012, the Directors be authorised to allot shares
in the Company or to grant rights to subscribe for or convert any
securities into shares in the Company up to a maximum nominal
amount of GBP1,353,363, representing, in aggregate, one-third of
the nominal value of the Enlarged Share Capital and the nominal
value of the Placing Shares. This authority will expire at the
conclusion of the next annual general meeting of the Company to be
held after the passing of the resolution.
-- Resolution 3, which will be proposed as a special resolution
and is subject to the passing of Resolution 1, seeks approval for
certain amendments to the articles of association of the Company
necessary to reflect the rights which will attach to the Deferred
Shares and various other administrative matters (including that a
general meeting of Shareholders may now (where permitted by the
Act) be convened by not less than 14 clear days' notice).
-- Resolution 4 will also be proposed as a special resolution
and is subject to the passing of Resolutions 1, 2 and 3. Resolution
4 proposes that, in substitution for and to the exclusion of the
authority conferred by a special resolution of the Company passed
on 26 June 2012, the Directors be empowered to disapply pre-emption
rights in relation to, inter alia, the allotment of the Placing
Shares in connection with the Placing. This authority will expire
at the conclusion of the next annual genera l meeting of the
Company to be held after the passing of the resolution.
-- Resolution 5, which will also be proposed as a special
resolution and is subject to the passing of Resolutions 1 and 3,
seeks approval for the Company to enter into a contract to
re-purchase the Deferred Shares for the aggregate sum of 1
penny.
The purpose of seeking the approval of Shareholders to the
taking of authority and the disapplication of pre-emption rights in
addition to that required for the Placing is to allow the Directors
to have available to them for allotment following the Placing a
margin of authorised but unissued share capital equivalent to that
approved at the annual general meeting of the Company held on 26
June 2012. While the Directors have no present intention of
exercising the additional authorities proposed to be conferred by
Resolutions 2 and 4, they believe that the granting of such
authorities will preserve the Board's flexibility to take advantage
of further opportunities if and when they arise.
10. Action to be taken
A Form of Proxy is enclosed for use at the Extraordinary General
Meeting by Shareholders holding Existing Ordinary Shares in
certificated form. Whether or not you intend to be present at the
meeting, you are requested to complete, sign and return the Form of
Proxy in accordance with the instructions printed on it to Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham BR3
4TU, as soon as possible but, in any event, so as to be received no
later than 10.00 a.m. on 14 August 2012, being 48 hours before the
time of the Extraordinary General Meeting. The completion and
return of a Form of Proxy will not prevent you from attending the
Extraordinary General Meeting and voting in person if you wish to
do so.
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the
Extraordinary General Meeting and any adjournment(s) of such
meeting by using the procedures described in the CREST Manual.
11. Related party transactions
The Directors and Ennismore have agreed to subscribe for Placing
Shares pursuant to the Placing. This participation in the Placing
by each of the Directors, as set out below, and by Ennismore (as a
substantial shareholder in the Company) constitute related party
transactions pursuant to the AIM Rules. finnCap, as nominated
adviser to the Company, considers that participation by the
Directors in the Placing is fair and reasonable insofar as
Shareholders are concerned and, separately, the Directors, having
consulted with finnCap, consider that participation by Ennismore is
fair and reasonable insofar as Shareholders are concerned.
Holding prior to the Proposed Holding subsequent
Placing participation to the Placing
in the
Placing
No. of % of Existing No. of No. of % of Enlarged
Existing Share Capital Placing New Ordinary Share Capital
Ordinary Shares Shares
Shares
Stephen McLeod 3,300,000 2.9% 1,650,000 4,950,000 2.6%
Robert Goddard 700,000 0.6% 350,000 1,050,000 0.6%
John Scholes 5,691,960 5.0% 3,260,870 8,952,830 4.8%
Malcolm Coster 500,000 0.4% 250,000 750,000 0.4%
Robert Smeeton 204,160 0.2% 102,080 306,240 0.2%
----------------- ------------------ ------------------ ------------------ ------------------
Directors 10,396,120 9.1% 5,612,950 16,009,070 8.5%
Ennismore 15,522,925 13.5% 9,347,826 24,870,751 13.3%
12. Recommendation
The Directors believe that the Proposals are in the best
interests of the Company and Shareholders as a whole and
accordingly, the Directors are unanimously recommending that you
vote in favour of all Resolutions at the Extraordinary General
Meeting, as they have undertaken to do in respect of the 10,396,120
Existing Ordinary Shares held, directly or indirectly, by them,
representing approximately 9.1 per cent. of the Existing Share
Capital.
In addition, undertakings to vote in favour of the Resolutions
have been received by Universe from a number of Shareholders
amounting, in aggregate, to 47,021,779 Existing Ordinary Shares,
representing approximately 41.0 per cent. of the Existing Share
Capital. Accordingly, undertakings to vote in favour of the
Resolutions have been received from Shareholders holding, in
aggregate, 57,417,899 Existing Ordinary Shares representing
approximately 50.1 per cent. of the Existing Share Capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
2012
Announcement of the Placing 24 July
Posting of the Circular and Forms of Proxy 24 July
Latest time and date for receipt of Forms of 10.00 a.m. on 14
Proxy August
Extraordinary General Meeting 10.00 a.m. on 16
August
Record date for the Share Capital Reorganisation 5.00 p.m. on 16
August
Expected date for Admission and commencement 8.00 a.m. on 17
of dealings in August
the New Ordinary Shares
Expected date for CREST accounts to be credited 17 August
in respect of the New Ordinary Shares
Expected date for despatch of definitive certificates 31 August
in respect of the New Ordinary to be held in
certificated form
(1) Each of the times and dates set out in the above timetable
and mentioned throughout this announcement are London times unless
otherwise stated, are based on current expectations and subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. All events in the above
timetable following the Extraordinary General Meeting are
conditional on the approval by Shareholders of the Resolutions as
set out in the Notice of Extraordinary General Meeting which
appears at the end of this announcement.
ADMISSION AND PLACING STATISTICS
Placing Price 2.3 pence
Number of Existing Ordinary Shares in issue as at
the date of this announcement 114,704,539
Number of Placing Shares being conditionally placed 72,826,087
Number of New Ordinary Shares in issue immediately
following the Share Capital
Reorganisation and Admission(2) 187,530,626
Number of Deferred Shares in issue immediately following
the Share Capital Reorganisation(2) 114,704,539
Gross proceeds of the Placing to be received by the GBP1.675m
Company, before expenses
Placing Shares as a percentage of the Enlarged Share
Capital(2) 38.8%
Estimated proceeds of the Placing to be received GBP1.507m
by the Company, net of expenses (including VAT)
(2) Assumes that no Existing Ordinary Shares or New Ordinary
Shares are issued between the date of this announcement and
Admission.
The following definitions apply throughout this announcement,
except where the context requires otherwise:
"Act" the Companies Act 2006
"Admission" admission of the New Ordinary
to trading on AIM and such admission
becoming effective in accordance
with Rule 6 of the AIM Rules
"AIM" the AIM market operated by the
London Stock Exchange
"AIM Rules" the rules governing the admission
to and the operation of AIM published
by the London Stock Exchange
as amended from time to time
"Board" or "Directors" the board of directors of the
Company at the date of this announcement
"Business Day" any day (excluding Saturdays
and Sundays) on which banks are
open in the City of London for
the conduct of normal banking
business
"Capita Registrars" a trading name of Capita Registrars
Limited
"certificated" or "in certificated a share, title to which is recorded
form" in the register of members of
the Company as being held in
certificated form (that is, not
in CREST)
"Closing Price" the closing middle market quotation
as derived from the Daily Official
List on a particular day
"CREST" the relevant system (as defined
in the Regulations) for the paperless
settlement of share transfers
and the holding of shares in
uncertificated form in respect
of which Euroclear UK & Ireland
Limited is the operator (as defined
in the Regulations)
"CREST Manual" the CREST reference manual available
from https://www.euroclear.com/site/public/EUI
"Daily Official List" the daily record setting out
the prices of all trades in shares
and other securities conducted
on the London Stock Exchange
"Deferred Shares" non-voting deferred shares of
4 pence each in the capital of
the Company following the Share
Capital Reorganisation
"EIS" Enterprise Investment Scheme
and related reliefs as detailed
in Part 5 of the Income Tax Act
2007 and in section 105A to 105C
and schedule 5B and 5BA of the
Taxation of Chargeable Gains
Act 1992
"Enlarged Share Capital" the issued ordinary share capital
of the Company following the
Capital Reorganisation, as enlarged
by the Placing Shares
"Ennismore" Ennismore European Smaller Companies
Fund, a Shareholder and proposed
participant in the Placing as
set out in paragraph 11 of Part
1 of the Circular
"Existing Ordinary Shares" or the ordinary shares of 5 pence
the "Existing Share Capital" each in the capital of the Company
in issue at the date of this
announcement
"Extraordinary General Meeting" the extraordinary general meeting
of the Company, convened for
10.00 a.m. on 16 August 2012
to consider and, if thought fit,
approve the Resolutions and any
adjournment thereof, notice of
which is set out at the end of
this announcement
"Financial Services Authority" the UK Financial Services Authority
or "FSA"
"finnCap" finnCap Ltd
the form of proxy accompanying
this circular for use by Shareholders
holding Existing Ordinary Shares
in certificated form at the "Form
of Proxy" Extraordinary General
Meeting
"FSMA" the Financial Services and Markets
Act 2000 (as amended) including
any revisions made pursuant thereto
at the date of this announcement
"Fundraising" the Placing and the proposed
issue of the Loan Notes
"Loan Note Instrument" the loan note instrument dated
24 July 2012 constituting the
Loan Notes to which the Directors
anticipate will be issued by
the Company subsequent to the
Placing, further details of which
are set out in this announcement
"Loan Notes" the GBP200,000 secured 9.5% loan
notes 2017 to be issued by the
Company to funds managed by Downing
LLP and/or any other subscriber(s)
pursuant to the Loan Note Instrument
"New Ordinary Shares" new ordinary shares of 1 pence
each in the capital of the Company
following the Share Capital Reorganisation
and including, where the context
so requires, the Placing Shares
"Notice of Extraordinary General the notice of Extraordinary General
Meeting" or "Notice" Meeting set out in the Circular
"Placing" the proposed placing by finnCap
of the Placing Shares on behalf
of the Company at the Placing
Price
"Placing Agreement" the conditional agreement dated
24 July 2012 between the Company
and finnCap relating to the Placing
"Placing Price" 2.3 pence per Placing Share
"Placing Shares" the 72,826,087 New Ordinary Shares
being conditionally placed pursuant
to the Placing
"Proposals" the proposals set out in the
Circular including the Share
Capital Reorganisation, the Placing,
the proposed Loan Note issue
and other matters to be considered
at the Extraordinary General
Meeting
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755)
"Regulatory Information Service" a regulatory information service
approved by the Financial Services
Authority and which is on the
list of regulatory information
service providers maintained
by it
"Repurchase Agreement" any agreement for repurchase
of Deferred Shares entered into
between the Company and the holder(s)
of the Deferred Shares following
the Extraordinary General Meeting
"Resolutions" the ordinary and special resolutions
to be proposed at the Extraordinary
General Meeting as set out in
the Notice
"Share Capital Reorganisation" the sub-division and reclassification
of each Existing Ordinary Share
into one New Ordinary Share and
one Deferred Share
"Shareholders" holders of the Existing Ordinary
Shares and "Shareholder" means
any one of them
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in uncertificated a share, title to which is recorded
form" in the register of members of
the Company as being held in
uncertificated form, in CREST,
and title to which, by virtue
of the Regulations, may be transferred
by means of CREST
"Universe" or "the Company" Universe Group plc
"Universe Group" or "the Group" the Company and its subsidiary
undertakings
"VCT" a Venture Capital Trust for the
purposes of Part 6, Chapter 1-6
of the UK Income Tax Act 2007
and a company approved by HMRC
and which subscribes for shares
in, or lends money to, unquoted
(including AIM traded) companies
All references to legislation in this announcement are to the
legislation of England and Wales unless the contrary is indicated.
A reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUOOARUAABUUR
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