12th Nov 2009 07:30
12 November 2009
Artilium plc
("Artilium" or the "Company")
Board appointments, issue of unsecured convertible loan notes, appointment of Arbuthnot Securities Ltd and resumption of trading
Financial statements for the year ended 30 June 2009
Artilium announces that it has appointed Messrs Adrie Reinders and Thomas Trainer as non-executive directors of the Company with immediate effect. The Company has also issued unsecured convertible loan notes to raise €2.5 million to a number of existing shareholders of the Company and it has appointed Arbuthnot Securities Ltd as nominated advisor and broker.
As a result of the resolution of the issues highlighted in the 24 June 2009 announcement, it is anticipated that the suspension of trading in the Artilium ordinary shares of 5p each (the "Ordinary Shares") will be lifted and the Ordinary Shares will recommence trading at 8.00 a.m. this morning.
Appointment of non-executive directors
Adrie (Adriaan) Reinders, aged 64, and Thomas Trainer, aged 62, have been appointed non-executive directors with immediate effect.
Mr Reinders brings over 30 years of management and consultancy experience in the technology sector. Over the course of his career, Mr Reinders has founded and grown five businesses in the information and technology sectors and served as an advisor and board member for several private and public companies, as Chairman of the Advisory Board for the Residex Ventures fund of Achmea Insurance, and a member of the Executive Board of British Telecom's subsidiary, Syntegra. Mr Reinders is currently CEO of OHM Business Development Inc. and of E.Factor, a web based network specialising in early stage ventures.
Mr Trainer has previously worked for a number of large, international firms, across a range of sectors, including Eli Lilly, Citigroup and Pepsico, helping to transform their global I.T. platforms. In 2000, Mr Trainer founded and became Chairman of Enamics, a management and technology consultancy which later became BTM Corporation, where he helped raise investor financing and run the business alongside the CEO. Mr Trainer is currently on the Board of Directors of EQmentor, a private consultancy firm in North Carolina, USA, and of BTM Corporation.
Executive Team
Fred Mulder, who currently acts as non-executive Chairman of the Company will become Executive Chairman with immediate effect.
Maarten Bisseling, who has been acting as Chief Executive Officer of the Company since the resignation of Robert Marcus will take up this role on a permanent basis. The Company considers that a key driver of commercial success and profitability will be the ability of Mr Bisseling to concentrate on operational matters and new business across the Group. In order to facilitate this objective Mr Bisseling will not become a member of the Board of Artilium plc but will be CEO of the Group generally, including Artilium N.V., the Company's principal operating subsidiary, where he will have full control of day-to-day operations. Mr Bisseling will report directly to the Board of the Company and is expected to participate actively in overall business strategy and delivery.
Unsecured Convertible Loan
The Company issued unsecured loan notes raising €2.5 million (the "Loan Notes"). The Loan Notes have been placed with certain existing shareholders of the Company. The purpose of the Loan Note issue is to secure funding until the company achieves cash break even, which the Board currently expects in 2011. The Loan Note instrument obligates the Company to seek the requisite authorities to issue the underlying Ordinary Shares into which the Loan Notes can be exchanged by no later than 31 December 2009. It is currently anticipated that an appropriate resolution will be put to shareholders at a general meeting to be held later this year.
The Loan Notes are repayable by 30 June 2012 and are convertible at 20 pence per Ordinary Share, during the period from 30 April 2010 to 30 June 2012. The Loan Notes pay a coupon of 10%, payable annually in arrears.
Financial statements for the year ended 30 June 2009
The Company is in the process of completing the audit of its financial statements for the year ended 30 June 2009. As part of the audit process the Company is conducting a reassessment of the historical recognition of revenue with respect to certain licence agreements, which might impact previously reported income for the year ended 30 June 2008. The Company has already received the licence fees in relation to these licence agreements and accordingly any reassessment will have no impact on its cash flows or cash position. The Company expects to release preliminary results by mid December.
Fred Mulder, Executive Chairman of Artilium, commented:
"I am delighted that we have been able to resolve the issues which had led to our shares being suspended and I look forward to developing the Artilium business proposition and expand Artilium in a commercially focused and dynamic way. To this end I am very encouraged by the support of my newly appointed non-executive directors and our existing shareholders who have made such a positive contribution to furthering the Company's strategic aims. I would also like to express my sincere thanks to the Company's senior executive management who have worked tirelessly to focus the Company's commercial strategy during this period."
For further information contact:
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Artilium PLC:
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+32 (0)50230300
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Fred Mulder
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Maarten Bisseling
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Arbuthnot Securities:
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+44 20 7012 2000
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Antonio Bossi
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Ed Groome
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In accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information in relation to the appointment of Messrs Reinders and Trainer is disclosed:
In 2002, whilst Mr Reinders was a director of holding company Plus Integration BV, the company was put into administration, with a shortfall to creditors.
Neither Mr Reinders nor Mr Trainer hold any interest in the Company's share capital.
There is no further information to be disclosed in respect of either Mr Reinders or Mr Trainer under Rule 17 and Schedule 2(g) of the AIM Rules.
Related Shares:
ARTA.L