10th Oct 2014 18:06
LONDON (Alliance News) - Vending machine company SnackTime PLC Friday said it has conditionally raised GBP1.8 million before expenses through a subscription for 12 million new shares at 15 pence each by Versatel Co Ltd, a company associated with shareholder and non-executive director Boris Belotserkovsky.
SnackTime warned that if its independent shareholders do not approve the deal, there is no certainty that alternative financing will be available on commercial terms or at all. It said it may be unable to refinance its existing debt facilities and may therefore need to consider commencing liquidation proceedings if it is unable to secure financing.
Versatel was established for the sole purpose of investing in its shares. It currently holds 18.9%, or 3.8 million shares in SnackTime.
Belotserkovsky, who directly holds a 7.3% stake, or 1.5 million shares, in SnackTime, is considered to be acting in concert with Versatel and its owner Oleg Chulkov, as well as with SnackTime non-executive director Gillian White.
Together, the Belotserkovsky Concert Party will be beneficially interested in 17.3 million shares, a 53.7% stake in SnackTime, assuming that shareholders approve the latest subscription, which follows on from the vending machine company's GBP570,000 subscription deal with Versatel. The increase in shareholdings to 53.7% means that shareholders are also being asked to vote on the waiver of Rule 9 of the City Code, under which the concert party would be required to make a general offer to remaining shareholders to acquire their shares.
The Belotserkovsky Concert Party has agreed to enter a relationship agreement with SnackTime, assuming that shareholders approve the arrangements, with provisions to "regulate" its dealings with the company.
Only independent shareholders in SnackTime can vote on the subscription. Belotserkovsky, White, SnackTime Chairman Jeremy Hamer are not deemed to be independent, according to SnackTime. While Belotserkovsky and White have been deemed not independent because of their membership of the Belotserkovsky Concert Party, Hamer has been deemed not independent because he stands to benefit under the terms of his current contractual arrangements with the company.
According to SnackTime, it has already received irrevocable undertakings to vote in favour of the deal from 32.2% of its share capital held by independent shareholders.
SnackTime shares have been suspended from trading on September 30 because the company was unable to publish its report and accounts for the year ended March 31 within six months of the year end as required under AIM Rules.
By Samuel Agini; [email protected]; @samuelagini
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