1st Jul 2005 11:43
Smart Approach Group PLC01 July 2005 1 July 2005 Smart Approach Group Plc ("Smart Approach" or "the Company") Proposed Placing Smart Approach today announces that it is proposing to raise approximately £0.75million (£0.68 million net of cash expenses) by way of a placing of new ordinaryshares in the Company ("Placing") to provide additional working capital for theCompany and its subsidiaries ("the Group"). It is proposed that the placing will comprise the issue of 75,000,000 newordinary shares of 1p ("New Ordinary Shares") at a price of 1p per New OrdinaryShare ("Issue Price"). The New Ordinary Shares have been conditionally placed by J. M. Finn & Co. withcertain of the Directors and institutional and other investors. The Directorshave conditionally agreed to subscribe for, in aggregate, 13,887,500 NewOrdinary Shares pursuant to the Placing Agreement, representing an aggregateinvestment by the Directors of £138,875, at the Issue Price. Under the AIM Rules, the participation of the Directors and the Company'ssignificant shareholders in the Placing is deemed to be a related partytransaction. The independent Directors, Mr Mike Ormesher and Mr Martin Canty,having consulted with Strand Partners Limited, are of the opinion (taking intoaccount the current financial position of the Company) that the terms of thePlacing are fair and reasonable insofar as the shareholders of the Company areconcerned. Strand Partners has taken into account the independent Directors'commercial assessment of the Placing. Application will be made to the London Stock Exchange for the admission of theNew Ordinary Shares to trading on AIM. It is expected that dealings in the NewOrdinary Shares will commence on AIM at 8.00 a.m. on 27 July 2005. The proposed Placing will require the passing of certain resolutions by theCompany's shareholders at an extraordinary general meeting of the Company, whichis being convened for 10.00 a.m. on 26 July 2005 at the offices of StrandPartners, 26 Mount Row, London W1K 3SQ for the purposes of proposing and ifthought fit passing the following resolutions: (a) to increase the authorised share capital of the Company; (b) to authorise the allotment of the New Ordinary Shares; (c) and to disapply the pre-emption rights which will be necessary to issue, inter alia, the New Ordinary Shares pursuant to the Placing; If the Resolutions are not passed at the EGM and the Placing does not proceed,the Group will have to seek alternative methods of financing. Shareholdersshould note that if the Placing does not proceed and the Company is unable toprocure alternative sources of funding, the Company would not be able tocontinue to trade. A circular will be posted to Shareholders shortly. Copies of the circular andform of proxy will be available to the public, free of charge, at the offices ofWalker Morris, Kings Court, 12 King Street, Leeds LS1 2HL during normal businesshours for a period of one month. Enquiries:David Hurst-Brown/Mike OrmesherSmart Approach Group plcTel: (01472) 250 300 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Science Group