Uvenco UK plc Agreement and Related party transactions (7919N)
October 28 2016 - 12:00PM
UK Regulatory
TIDMUVEN
RNS Number : 7919N
Uvenco UK plc
28 October 2016
28 October 2016
Uvenco UK plc ("Uvenco" or "the Company")
Agreement with Unicum and related party transactions
Uvenco UK plc (AIM: UVEN) announces that on 28 October 2016 it
entered into an agreement ("Agreement") with Unicum Limited
("Unicum"), the vending machine manufacturer, for revised payment
terms on the supply of vending and table top machines to the
Company over the next 12 months ("Services"). In addition, the
Company is providing additional information on previous agreements
with Unicum which are historical related party transactions.
The Agreement provides for consideration payable to Unicum for
the Services to be satisfied as to 70 per cent. in cash, with the
balance payable in new ordinary shares in Uvenco. The reference
price for any such new shares shall be the average market value of
shares during the quarter preceding the relevant payment date. The
maximum value of machines to be supplied by Unicum over the next 12
months is not more than GBP500,000, and consequently the maximum
value of shares that may be issued is GBP150,000, being 30 per
cent. of the maximum figure. Applications will be made at the time
of issue for admission of any consideration shares to trading on
AIM, together with the relevant notifications.
Unicum is the developer and manufacturer of the Move machine, a
next generation machine for public locations, which is equipped
with telemetry, and provides vending and table top machines to the
Company.
Unicum is a related party of the Company. Unicum is controlled
by Boris Belotserkovsky, a non-executive director of the Company
and a member of the Belotserkovsky concert party. In addition,
Sergei Kornienko, Chief Executive of the Company, is a
non-executive director of Unicum.
The independent directors of the Company (being the directors,
with the exception of Boris Belotserkovsky and Sergei Kornienko),
having consulted with the Company's nominated adviser, Stockdale
Securities Limited, consider that the terms of the Agreement are
fair and reasonable insofar as the Company's shareholders are
concerned.
On any future such transactions where AIM Rule 13 applies, the
Company will make the required 'fair and reasonable' statement,
having consulted with its nominated adviser.
Jeremy Hamer, Chairman of Uvenco UK plc commented: "We are
pleased to secure these revised payment terms for our additional
Free on Loan activity. It will help us towards achieving our major
goals to stop revenue decline, enhance Ebitba performance and
restore growth to the Company."
Historical related party transactions
On 4 May 2015, the Company agreed the commercial terms for the
supply by Unicum of vending machines and constituent parts to the
Company. During 2015 the Company concluded supply contracts with
Unicum as set out below ("Orders"), in each case for the supply of
vending machines:
Date of order invoice Value of order
5 May 2015 GBP78,408
11 June 2015 GBP77,625
1 September 2015 GBP76,368
At the time of each Order, Unicum was a related party of the
Company, as described above and the Orders were therefore
transactions with a related party. Furthermore, the June 2015 and
September 2015 Orders, were subject to a 'fair and reasonable'
statement under AIM Rule 13 (when aggregating the value of the
Orders over a 12-month period), however no such statement was made
at the relevant time. On 11 December 2015, Unicum converted the
GBP230k outstanding sums due to them at that time into new ordinary
shares in the Company at 10p per share. This conversion was a
transaction with a related party under AIM Rule 13 and the relevant
'fair & reasonable' statement was given at that time. On 30
December 2015, the Company notified that the debt and resultant new
shares were subsequently assigned to Uvenco Holdings Limited, also
controlled by Mr Belotserkovsky.
The Orders were entered into on an arm's length basis and on
standard commercial terms, in line with the relationship agreement
between the Company and Boris Belotserkovsky entered into on 10
October 2014.
The independent directors of the Company (being the directors,
with the exception of Boris Belotserkovsky and Sergei Kornienko),
consider that the terms of the June 2015 and September 2015 Orders
were fair and reasonable insofar as the Company's shareholders are
concerned.
Enquiries:
Uvenco UK plc Tel No. 020 8879 8300
Sergei Kornienko
Peter Goodman
Stockdale Securities Tel No. 020 7601 6100
Tom Griffiths
Richard Johnson
This information is provided by RNS
The company news service from the London Stock Exchange
END
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