23rd Oct 2009 12:00
Noventa Limited
("Noventa" or the "Company")
Possible Dual Listing of Shares, Issue of Shares and Warrants
23 October 2009
A significant proportion of the new shares issued as part of the placing announced on 16 October 2009 were on behalf of clients of Pope & Company Limited of Toronto, Canada ("Pope"), a member of the Toronto Stock Exchange. Following the success of this issue, the Board of Noventa is evaluating with Pope and its other advisers the desirability and practicality of obtaining a quotation for its shares on the Toronto Stock Exchange (TSX). The Company will keep shareholders informed of any further developments.
The Company has issued 500,000 new ordinary shares of 0.04p each ("Ordinary Shares"), at a price of 4p per share, together with 500,000 warrants, exercisable at a price of 4p per Ordinary Share, in settlement for an invoice from Pope relating to the placing announced on 16 October 2009. An application has been made for the Ordinary Shares to be admitted to trading on AIM on 29 October 2009.
The total number of Ordinary Shares in issue on the date of admission to trading of the new Ordinary Shares will be 233,250,636 with each share holding one voting right. There are no Ordinary Shares held in treasury.
Further to the various announcements made between 10 September and 16 October 2009, and the circular to shareholders dated 24 September 2009, the Company has issued 11,585,966 warrants to Barons Financial Services Limited ("BFS"). BFS, in which Eric Kohn TD, the Chairman, has a beneficial interest, and through which the services of Mr. Kohn are provided, is a related party under the AIM Rules. As previously stated, BFS were to be issued with warrants equivalent to 5% of the enlarged share capital of the Company at 4p per share for a period of seven years. BFS will not be able to exercise these warrants unless the price of the Company's Ordinary Shares maintains a quoted mid-market price on AIM of 25p or higher on a 30 day moving average. The BFS Warrants have been issued to BFS as a turnaround incentive, with their value to BFS being dependent on a substantial rise in the Ordinary Share price. The Board of the Company (other than Mr. Kohn) approved the figure for the enlarged share capital on which the 5% has been calculated to include the new shares issued following the passing of the resolutions at the Extraordinary General Meeting held on 14 October 2009 and the additional share placing announced on 16 October 2009. The independent Directors (all Directors other than Mr. Kohn), who have consulted with the Company's nominated adviser, believe the terms of the issue of the BFS Warrants, to be fair and reasonable in so far as shareholders are concerned. Mr. Kohn did not vote on any of the board resolutions approving these matters.
For further information please contact:
Eric F. Kohn TD
Chairman
Noventa Limited
+41 22 8500560
+41 79 5030150
www.noventa.net
Nick Harriss/Emily Staples
Blomfield Corporate Finance Limited (Nomad)
+44 20 7489 4500
Daniel BriggsReligare Hichens, Harrison plc (Broker)+44 20 7382 7776
Related Shares:
PAR.L