7th Dec 2012 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS NOT PERMITTED BY APPLICABLE LAW OR REGULATION
Plant Impact plc
("Plant Impact" or the "Company")
Completion of a £1,255,000 Placing and announcement of an
Open Offer of up to 5,044,463 Ordinary Shares
The Company announces that it has completed a placing, subject only to Admission (as defined below) through WH Ireland Limited, to raise approximately £1,255,000 from the issue of 8,964,283 new ordinary shares ("Ordinary Shares") at a price of 14p per share (the "Placing"). Application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 13 December 2012 ("Admission").
Following the Placing, the number of Ordinary Shares in issue will increase to 59,408,922.
In addition, the Company also announces a share issue to raise up to approximately £706,225 (before expenses) through the issue of up to 5,044,463 new Ordinary Shares by way of an open offer at 14 pence per new Ordinary Share (the "Open Offer") The Open Offer is being made on the basis of 1 Ordinary Share for every 10 Ordinary Shares held and Shareholders will be able to apply for more Open Offer Shares pursuant to the Excess Application Facility.
Following the Open Offer (assuming full take-up), the number of Ordinary Shares in issue will increase to 64,453,385.
A circular will be posted today to Shareholders (the "Circular"). The Circular sets out in more detail the background to and reasons for the Open Offer and its terms. All capitalised terms in this announcement are as defined in the Circular which will be available on the Company's website at www.plantimpact.com.
Investment in Open Offer Shares may qualify for VCT and EIS relief. The attention of Shareholders is drawn to the information on taxation contained in the Circular.
John Brubaker, Chief Executive Officer of Plant Impact commented "We are delighted to have secured investor support in a placing at this level. Following a year of work to re-structure and re-position the Company, we will now be able to direct resources behind selected sales and marketing programmes for the 2013 season with the aim of delivering growth and self-sustaining profitability. In line with the Board's deep commitment to our entire shareholder base, both private and institutional, we are also raising additional growth capital via an Open Offer at the same price as the Placing."
Use of Proceeds
Converting good field trial results showing product performance into sales, requires considerable on the ground activity amongst growers. Accordingly, every market sector Plant Impact aims to enter requires the appointment of local staff with sufficient resources to work with growers and independent expert research organisations that have their trust. Having chosen its target markets carefully with regard to product performance and financial potential, Plant Impact is now raising additional funds to convert technical success into commercial success through adoption and revenue growth.
The funds raised from the Placing and the Open Offer will be used to fund:
● the recruitment of local teams to support the Company's planned launches in the European horticulture, US turf and Brazilian soya markets;
● the establishment of a marketing function that will refine further the priority sectors for the Company and develop marketing and sales campaigns in support of the lead opportunities; and
● investment in research & development to leverage the collaboration opportunities consequent upon the Company's move to the Rothamsted Agricultural Research Institute.
Background to the Company
Plant Impact, whose business was founded in 2003 and had its share capital admitted to trading on AIM in 2006, invents, develops and sells chemical based products for agriculture. The products are mostly applied as foliar sprays usually in combination with routine crop protection treatments and are effective in:
● stimulating yield;
● improving crop quality; and
● prolonging the post-harvest shelf-life of fresh produce.
The Company's products are based on crop nutritional principles, but performance is improved by the addition of various bio-stimulants and natural oils which Plant Impact has demonstrated can raise crop performance under field conditions.
Since July 2011 there has been a re-structuring and refocusing of the Company; many of the top management positions have changed and industry specialists have been hired. Following a period of limited revenue development from 2003 to 2011, the Board now believe the Company is poised for growth.
Plant Impact currently has:
● field proven products;
● a strategy to engage with global agriculture; and
● what the Board believe to be a coherent and realistic set of operational plans.
In addition, the Company has well advanced launch plans for new products into a select few high value sectors. The Board expect first sales in these sectors in early 2013 (Northern Hemisphere season) and towards the third quarter of 2013 in Brazil.
Company Products
The Company's principal current products are:
InCa
A calcium delivery system which enables plants to absorb and retain calcium in tissues where it is most needed and especially in parts of the plant that would not naturally absorb calcium under normal growing conditions. InCa reduces the risk of calcium disorders and, by also helping to control plant stress, can also increase yields, enhance crop quality and improve shelf-life. InCa is currently targeted at high-value horticulture, specifically field vegetables, soft fruits and potatoes.
Veritas
A high-technology nutrition input for soybeans which optimises calcium distribution in soybean plants to deliver higher yields. The product delivers stronger cells at key growing stages, increasing soybean pod vigor and fixation. In conjunction with a potential strategic partner, Plant Impact has been conducting Veritas field trials in Brazil over the last three years. This is the Company's first development of a product for broad acre crops.
iNTrench
A controlled uptake nitrogen fertilizer, designed specifically for the needs of professional sports turf. iNTrench delivers up to 10 weeks of improved blade colour and a shorter, denser sward, while reducing the rate of nitrate leaching.
CST
CST protects cocoa plants against the effects of environmental, or abiotic, stress, allowing crops to grow in conditions where normally growth and yield would be compromised.
BugOil
A natural-oil based insecticide, which, in April 2012, received a United States Environment Protection Agency registration.
Company Strategy
The Board believes that technology that contributes to farm productivity will be increasingly recognised and valued in the market place as farmers seek to produce ever more food from limited agricultural land. However, agriculture poses special challenges, farmers typically are conservative in adopting new technology, they typically buy only once each year and supplying them on a global basis poses logistical challenges.
Plant Impact, as a small company with limited resources and yet what the Board believe to be versatile products, is choosing its sectors with care; firstly it will engage in high value sectors close to home in order to generate cash self sufficiency for the Company. These sectors include horticultural crops and fruit crops in the UK and more broadly in Europe. Also in this category is high value amenity turf such as that used in the US golf course market. Plant Impact products offer growers of these crops a compelling cost/benefit ratio and accordingly, the Board believes that with effective field demonstration work in conjunction with local distribution, commercial progress can be made.
These opportunities are, however, modest compared to the market potential which the Board believe broad acre crops have as a target market for the Company's products. Broad acre crops are those that are fundamental to human and domestic animal nutrition and include soya, wheat, maize and sugar cane. Achieving penetration in these highly-contested market sectors requires top quality product performance and partnerships with incumbent suppliers who have traction with growers and trade distribution. This requires comprehensive field proof, careful partnership development and ongoing management. Positioning of the Plant Impact technologies within the business portfolio of these large companies needs to be in sympathy with their broader aims. The Company's first entry into a broad acre crop is soya in Brazil where its products have achieved good results in previous years of field trials. Plant Impact expects to launch into soya in Brazil next year with a strategic partner. Meanwhile, development work with tailored products for wheat and oilseed rape is planned for the coming season.
The Board also recognises that ongoing development of the business demands a continuous flow of innovation at an accelerated pace, to bring appeal and increasing breadth to the Plant Impact offer. In the coming years it is the intention of the Directors to direct any cash surplus generated into further research and development.
Current Trading and Prospects
The latest audited accounts of the Company for the year ended 31 March 2012, which were announced on 16 July 2012 are available on the Company's website at www.plantimpact.com/Files/AnnualReport_2012.pdf. Accounts for previous periods are also available in the "Investors" section of the Company's website (www.plantimpact.com). Since publishing its annual results for the year ended 31 March 2012, the Company has traded in line with Board expectations.
Through the implementation of its strategy (outlined above) and the investment of the proceeds of the Placing and the Open Offer (outlined above), the Directors believe these activities will result in a period of sustained growth.
Details of the Placing and Open Offer
Plant Impact has conditionally raised £1,255,000 (approx.) (before expenses) pursuant to the Placing and is seeking to raise up to a further £706,225 (approx.) (before expenses) pursuant to the Open Offer.
In addition to the amounts raised pursuant to the Placing and the Open Offer, the Company is also currently in preliminary discussions with Arysta LifeScience Corporation regarding the possible conversion into Ordinary Shares at the Issue Price of a portion of the development loan made to the Company which is due for repayment in May 2013.
The proposed Issue Price of 14 pence per Open Offer Share is the same as the price at which the Placing Shares are to be issued pursuant to the Placing.
The Open Offer is being made on a pre-emptive basis, allowing Qualifying Shareholders the opportunity to participate. The Open Offer is not being underwritten.
The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating any Qualifying Shareholder's Basic Entitlement. Accordingly, Qualifying Shareholders with fewer than 10 Existing Ordinary Shares will not receive any Basic Entitlement but may apply for Excess Shares pursuant to the Excess Application Facility.
The Open Offer is subject to the satisfaction, amongst other matters, of the following conditions on or before 11 January 2013 (or such later date being not later than 8.00 a.m. on 31 January 2013 as the Company may decide):
● the Placing Shares having been admitted to trading on AIM; and
● Admission of the Open Offer Shares becoming effective by 8.00 a.m. on 11 January 2013 (or such later time or date not being later than 8.00 a.m. on 31 January 2013 as the Company may decide).
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares and the Placing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Excess Applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the Record Date.
The aggregate number of Ordinary Shares available for subscription pursuant to the Open Offer (including under the Excess Application Facility) will not exceed 5,044,463 Ordinary Shares.
Qualifying Shareholders may also make applications for Excess Shares in addition to their Basic Entitlements. To the extent that Basic Entitlements to Open Offer Shares are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy excess applications under the Excess Application Facility. To the extent that applications are received in respect of an aggregate of more than 5,044,463 Open Offer Shares, excess applications will be scaled back accordingly.
Excess applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.
Excess applications will be rejected if and to the extent that acceptance would result in the Qualifying Shareholder, together with those acting in concert with him/her/it for the purposes of the Takeover Code, holding 30 per cent. or more of the issued share capital immediately following Admission.
Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying non- CREST Holders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that, in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be made available under the Excess Application Facility and the net proceeds will be retained for the benefit of the Company.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 11 January 2013. Further information in respect of settlement and dealings in the Open Offer Shares is set out in the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to paragraph 6 of Part III of the Circular.
Intentions of the Directors in relation to Open Offer
All of the Directors are Qualifying Shareholders. The Company has received irrevocable undertakings from certain Directors to take up Basic Entitlements and apply for Excess Shares pursuant to the Excess Application Facility in the amounts set out below:
Existing Ordinary Shares interested in | Amount to be subscribed | ||||
Applications for Basic Entitlements | Applications under the Excess Applications Facility | ||||
Director |
(£) | Number of Open Offer Shares |
(£) | Number of Open Offer Shares | |
David Jones | 250,000 | 3,500.00 | 25,000 | 28,499.94 | 203,571 |
Martin Robinson | 93,910 | 1,314.74 | 9,391 | 18,685.24 | 133,466 |
Notes:
1. These applications will be subject to such number of Open Offer Shares being available pursuant to the Excess Application Facility and accordingly such number of shares may not be available to satisfy these applications.
John Brubaker has an interest in 535,000 Existing Ordinary Shares, but as a US citizen he is unable to take up his entitlements as the Company is, without having to incur what it considers would be uneconomic costs to ensure compliance with US securities laws, restricted from making the Open Offer to US citizens. However, Mr Brubaker does intend to acquire Ordinary Shares in the market up to an aggregate purchase price of £10,000 as soon as he is able to do so pursuant to the AIM Rules.
David Jones and Martin Robinson will apply for a total of approximately £52,000 worth of Open Offer Shares in the proportions set out in the table above. If the Applications are successful under the Excess Application Facility, this will result in a total of 371,428 Open Offer Shares being issued to these Directors. Details of the Directors' interests in the share capital of the Company are contained in paragraph 3.1 of Part V of the Circular.
Open Offer Statistics
Closing Price per Existing Ordinary Share on 6 December 20121
| 14.625 pence |
Number of Existing Ordinary Shares in issue2 | 59,408,922
|
Issue price for Placing Shares | 14 pence
|
Number of Placing Shares to be issued
| 8,964,283 |
Proceeds of the Placing (before expenses) (approx.)
| £1,255,000 |
Entitlement under the Open Offer | 1 Open Offer Share for every 10 Existing Ordinary Shares
|
Issue Price of each Open Offer Share
| 14 pence |
Number of Open Offer Shares to be offered for subscription by Qualifying Shareholders3
| 5,044,463
|
Estimated proceeds of the Open Offer (before expenses) (approx.)4
| up to £706,225 |
Estimated Enlarged Share Capital following Admission4 & 5
| up to 64,453,385 |
Estimated percentage of Enlarged Share Capital represented by the Open Offer Shares4 & 5
| up to 7.83 per cent. |
Notes:
1. The Closing Price on AIM on 6 December 2012, being the last practicable date prior to the publication of this Document.
2. Following the issue and allotment of the 8,964,283 Placing Shares pursuant to the Placing.
3. The actual number of Open Offer Shares to be offered under the Open Offer will be subject to rounding down to eliminate fractional entitlements.
4. Assuming the maximum number of Open Offer Shares are allotted pursuant to the Offer.
5. Includes the 8,964,283 Placing Shares to be issued and allotted pursuant to the Placing and no exercise of any options over Ordinary Shares details of which are described in Part V of the Circular.
Expected Timetable of Principle Events
Record Date for the Open Offer entitlements
| 5.00 p.m. on 5 December 2012 |
Announcement of the Open Offer and posting of the Circular to Qualifying Shareholders
| 7 December 2012 |
Existing Ordinary Shares marked "ex" by the London Stock Exchange
| 7 December 2012 |
Basic Entitlements and Excess Entitlements credited to stock accounts in CREST of Qualifying CREST Holders
| 10 December 2012 |
Recommended latest time for requesting withdrawal of Basic Entitlements and/or Excess Entitlements from CREST
| 4.30 p.m. on 28 December 2012
|
Latest time for depositing Basic Entitlements and/or Excess Entitlements into CREST
| 3.00 p.m. on 31 December 2012 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)
| 3.00 p.m. 2 January 2013 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)
| 11.00 a.m. on 4 January 2013 |
Admission and commencement of dealings of the Open Offer Shares
| 11 January 2013 |
Open Offer Shares credited to CREST stock accounts
| 11 January 2013 |
Despatch of definitive share certificates for Open Offer Shares | week commencing 21 January 2013
|
Notes:
1. References to times in this Document are to London time (unless otherwise stated).
2. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.
3. The timing of the events in the above timetable and in the rest of the Circular is indicative only.
For more information please contact:
Plant Impact plc |
|
David Jones, Chairman John Brubaker, Chief Executive Officer
| Tel: +44 (0) 1582 465548 |
WH Ireland Limited - Nominated Adviser and Broker |
|
Dan Bate
| Tel: +44 (0) 161 832 2174 |
Plant Impact develops and markets crop yield enhancement products. Plant Impact products improve crop yields and quality by reducing plant stresses associated with excessive temperature, salinity, drought and UV light. The Company sells its products directly and through licensing agreements with international agrochemical companies. The Directors believe that Plant Impact is differentiated from its competitors by its offer of safe and effective products in this new sector which provide compelling returns to growers.
For further information please visit www.plantimpact.com
Cautionary note regarding forward looking statements
This Announcement may contain statements about Plant Impact that are or may be "forward-looking statements". All statements, other than statements of historical facts, included in this Announcement may be forward-looking statements and are subject to, inter alia, the risk factors described in Part II of this Announcement. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue", "potential" or words or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements include matters which are not facts. They appear in a number of places throughout this Announcement and include (without limitation) statements regarding the Directors' intentions, understanding, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Plant Impact. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules), Plant Impact does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based).
Important Notice
This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the Placing and/or the Open Offer or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in or into the United States, Canada, Australia, New Zealand, the Republic of Ireland, South Africa or Japan or any other jurisdiction where the release, publication or distribution of this Announcement is not permitted by applicable law or regulation.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Any person receiving this Announcement is advised to exercise caution in relation to the Placing and/or the Open Offer. lf in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
Related Shares:
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