26th Jan 2007 17:01
Blueheath Holdings PLC26 January 2007 26th January 2007 Blueheath Holdings PLC ("the Company") Issue of Equity Introduction On 22 January 2007, the Company announced that it was raising £3.0 million viathe issue of 60,000,000 Ordinary Shares of 1 pence each at a price of 5 pence.Since this date the Company has received commitments to subscribe for £0.575million in excess of the amount targeted again by way of the subscription fornew shares on the same terms. After due consideration, the Company has electedto accommodate those additional requests and is therefore pleased to confirm ithas raised, in total, £3.575 million (before expenses) through the issue of71,500,000 Ordinary Shares of 1 pence each at a price of 5 pence. The Companyhas received subscriptions for the full amount of the Placing Shares frominstitutional investors. Save as regards the Firm Placing Shares, the necessary authority required forthe allotment of the Conditional Placing Shares will be sought at anExtraordinary General Meeting convened for 11.00 a.m. on 19 February 2007. Acircular convening the EGM will be sent to Shareholders today. The Placing The Company is proposing to raise £3.575 million (before expenses) through thePlacing and has received subscriptions for the full amount. The Company intends to use the authority granted to it by Shareholders at theEGM held on 23 June 2006 to issue the 3,599,822 Firm Placing Shares. The issueof the 67,900,178 Conditional Placing Shares is conditional on the approval ofShareholders at the EGM. The Company has received irrevocable undertakings fromvarious Shareholders, including Schroder Investment Management Limited andSmedvig Capital, representing 48.66 per cent. of the voting rights of theCompany, to vote in favour of all Resolutions at the EGM. The Placing Shares will, in aggregate, represent approximately 49.83 per cent.of the issued share capital of the Company immediately following the SecondAdmission. The placing of the Firm Placing Shares is conditional only upon First Admissionbecoming effective by not later than 8.00 a.m. on 1 February 2007. The placing of the Conditional Placing Shares is conditional upon the passing ofthe Resolutions at the EGM and Second Admission becoming effective by no laterthan 8.00 a.m. on 23 February 2007. It is expected that the 3,599,822 Firm Placing Shares will be admitted totrading on AIM on 1 February 2007. It is expected that the 67,900,178Conditional Placing Shares will be admitted to trading on AIM on 23 February2007. The new Ordinary Shares to be issued in connection with the Placing will beissued credited as fully paid and free from all liens, equities, charges,encumbrances and other interests and will, when issued, rank in full for alldividends and distributions thereafter declared, made or paid and otherwise paripassu in all respects with, and carry the same voting and dividend rights as,the existing Ordinary Shares. Working capital facility - Smedvig Capital Until the approval of Shareholders is obtained at the EGM, Smedvig Capital hasagreed to extend a £1 million working capital facility to the Company. The principal terms of facility include: • Interest at base rate plus two per cent; and • An arrangement fee of £5,000. Notification of Major Interests in Shares As of the date of this document, Schroder Investment Management and SmedvigCapital respectively hold 15,287,629 and 13,969,600 Ordinary Shares in issue,representing 21.24 per cent. and 19.41 per cent. of the total number of theCompany's issued share capital. Schroder Investment Management and SmedvigCapital are subscribing for 24,200,000 and 25,600,000 Placing Sharesrespectively. Included in the number of Placing Shares to be subscribed bySchroder Investment Management are 3,599,822 Firm Placing Shares. Following First Admission, Schroder Investment Management will have a beneficialinterest in 18,887,451 Ordinary Shares, representing 24.99 per cent. of theissued share capital of the Company, as enlarged by the issue of the FirmPlacing Shares. Following Second Admission, Schroder Investment Management and Smedvig Capitalwill have beneficial interests in 39,487,629 Ordinary Shares and 39,569,600Ordinary Shares respectively, representing 27.52 per cent. and 27.58 per cent.of the issued share capital of the Company as also enlarged by the issue of theConditional Placing Shares. Related Party Transactions Smedvig Capital Facility The working capital facility to be provided by Smedvig Capital is a relatedparty transaction under the AIM Rules. Smedvig Capital is a related party to theCompany by virtue of its substantial shareholding. The Directors consider, having consulted with the Company's Nominated Adviser,Evolution Securities Limited, that the terms of the facility are fair andreasonable so far as the Company's Shareholders are concerned. Subscribers under the Placing The subscription by Schroder Investment Management and Smedvig Capital in thePlacing is deemed a related party transaction under the AIM Rules. SchroderInvestment Management and Smedvig Capital are deemed related parties to theCompany by virtue of their substantial shareholding in the Company. The Directors consider, having consulted with the Company's Nominated Adviser,Evolution Securities Limited, that the subscription by Schroder InvestmentManagement and Smedvig Capital is fair and reasonable so far as the Company'sShareholders are concerned. Executive Chairman Richard Rose: "It is a testament to the progress that hasbeen made by the new management team that the Company readily procuredsubscriptions in excess of the £3 million targeted". For further information please contact: Blueheath Holdings plc Richard Rose 07836 250 474 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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