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Issue of Equity and Loan Facility

1st Sep 2014 15:39

RNS Number : 5437Q
SerVision plc
01 September 2014
 



SerVision PLC

("SerVision" or the "Company")

 

Issue of Equity, Loan Facility of up to £1 million with YA Global Master SPV Ltd and Proposed Equity Fundraise of £68,628

 

Issue of Equity

 

SerVision (AIM: SEV), the AIM quoted developer and manufacturer of digital security systems, announces that it has today issued 750,000 new ordinary shares of 1 pence each in the Company ("New Ordinary Shares") at a price of 5.2 pence per ordinary share. The New Ordinary Shares have been issued to YA Global Master SPV Ltd ("YA Global") and Yorkville Advisors Global, LP ("Yorkville"), a designee of YA Global in lieu of £39,000 of outstanding fees payable to YA Global.

 

Details of Loan Facility with YA Global

 

On 11 November 2013 SerVision entered into an agreement with YA Global, an investment fund managed by Yorkville, under which YA Global provided to SerVision a loan facility of up to £1 million (the "Loan Agreement") backed by a standby equity distribution agreement ("SEDA"). The interest rate payable on the outstanding amount of the loan is 12% per annum. The loan is not convertible into new ordinary shares in the Company save for where there is an event of default by the Company as stipulated under the Loan Agreement.

 

As at the date of this announcement a total of £500,000 had been drawn down by SerVision under the Loan Agreement in two equal tranches of £250,000 on 13 November 2013 and 13 April 2014. The funds that have been drawn down by SerVision were used to repay £150,000 of outstanding loans the Company had with Mizrahi Bank and Bank Leumi and the balance was used for general working capital purposes. The original repayment schedule for funds drawn down under the Loan Agreement was as follows: 

 

· The principal of £250,000 drawn down on 13 November 2013 by SerVision was subject to a repayment schedule of ten monthly instalments of £15,000, along with accrued interest, commencing on 12 December 2013 and two instalments of £50,000, along with accrued interest, on 12 October 2014 and 12 November 2014.

 

· The principal of £250,000 drawn down on 13 April 2014 by SerVision was subject to a repayment schedule of ten monthly instalments of £25,000, along with accrued interest, commencing on 13 May 2014.

 

As at the date of the announcement the Company has repaid £133,382 of the principal that has been drawn down under the Loan Agreement and £366,168 remains outstanding.

 

Details of SEDA facility

 

Subject to its terms the up to £1m SEDA facility can be drawn upon at the discretion of the Company. The Company has not drawn down on the SEDA and it does not intend to do so. Under the terms of the SEDA facility, SerVision may drawn down on funds over a period of up to three years in exchange for the issue of new ordinary shares of 1 pence each in the Company and at an issue price of a 5% discount to the prevailing market price during the 10 dealing day pricing period of a draw down. The Company may also set a minimum price for each draw down. The maximum advance that may be requested is 200% of the average daily trading volume of ordinary shares in the Company multiplied by the volume weighted average price of such shares for each of the 10 dealing days prior to the date of the draw down request.

 

Issue of Warrants

 

On 11 November 2013 the Company issued to Yorkville a total of 1,910,828 warrants to subscribe for new ordinary shares of 1 pence each in the Company at a subscription price of 3.27 pence per Ordinary Share and over an exercise period of three years following issue.

 

Variation to Loan Agreement with YA Global and Issue of Equity

 

On 18 August 2014 the Company and YA Global entered into in a deed of amendment dated (the "Deed of Amendment") whereby the parties agreed to restructure the repayments under the Loan Agreement and to amend the SEDA to allow for the payment of outstanding fees via the issue of the New Ordinary Shares in the Company. 509,615 New Ordinary Shares have been issued to YA Global and 240,385 New Ordinary Shares have been issued to Yorkville. The new repayment schedule agreed pursuant to the Deed of Amendment requires that, with effect from 15 November 2014, the outstanding principal of £366,168 will be repaid in 9 monthly instalments of £40,735.38, along with accrued interest of £25,763.32.

 

Application will be made for admission of the New Ordinary Shares to trading on AIM ("Admission") and it is anticipated that Admission will occur on 8 September 2014.

 

Following Admission the total enlarged issued share capital of SerVision will be 69,371,185 ordinary shares of 1p each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

 

Proposed Issue of Equity to raise £68,628 for the Company

 

Further to the announcement made by the Company on 21 July 2014, whereby the Company announced a subscription to raise £625,000, the Company announces that it is at an advanced stage of raising a further £68,628 through a subscription of new ordinary shares in the Company. As of today the Company has received £68,628 in cash from two private investors but no shares have yet been issued or allotted. The issue price for the subscription is expected to be 5.2 pence per share.The Company has not yet received signed subscription letters from the investors. Once the investors have entered into subscription letters with the Company, the Company will allot the shares and make application for the listing of the new shares to trading on AIM. The fundraise will be undertaken within the Company's existing share authorities.

 

Further announcements will be made in due course.

 

-ends-

 

SerVision plc

+972 2535 0000

Gidon Tahan, Chairman and CEO

 

Allenby Capital Limited (Nominated Adviser and Broker)

+44 (0)20 3328 5656

Nick Athanas / James Reeve

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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