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Result of General Meeting and Open Offer

6th Sep 2012 10:47

RNS Number : 6540L
Electric Word PLC
06 September 2012
 



6 September 2012

 

 

Electric Word plc

("Electric Word" or the "Company")

 

Result of General Meeting and Open Offer

 

On 17 August 2012, Electric Word announced the conditional Firm Placing of 88,333,334 Ordinary Shares at 1.5 pence each to raise gross proceeds of £1.3 million and an Open Offer to raise up to £0.5 million.

 

Electric Word is pleased to announce that all of the Resolutions proposed at the general meeting of the Company held today were duly passed by its shareholders.

 

In addition, the Company is pleased to announce that it has entered into a legally binding agreement with its Bank, conditional on the Firm Placing becoming unconditional in all respects, to amend the current facility agreement to make an accelerated payment of £250,000 of its existing term loan and to provide the Company with improved banking terms, resulting in greater financial headroom.

 

The Firm Placing and Open Offer are therefore declared unconditional in all respects subject to Admission.

 

As at 11.00 a.m. on 4 September 2012, being the latest time and date for receipt of acceptance of the Open Offer and payment in full, the Company had received valid acceptances in respect of 12,332,124 New Ordinary Shares, representing 37.13 per cent. of the total number of New Ordinary Shares offered to shareholders through the Open Offer. The Company has therefore raised £184,982 through the Open Offer.

 

Application has been made for 88,333,334 Firm Placing Shares and 12,332,124 Offer Shares to be admitted to trading on AIM at 8.00 a.m. on 10 September 2012.

 

All capitalised terms in this announcement have the same definition as defined in the circular to shareholders dated 17 August 2012 unless stated otherwise.

 

For further information please contact:

 

Electric Word plc

Tel: +44 (0) 20 7954 3470

Julian Turner

Panmure Gordon (UK) Limited

Tel: +44 (0) 20 7459 3600

Andrew Potts

FTI Consulting

 Tel: +44 (0) 20 7831 3113

Charles Palmer/ Clare Thomas

 

This announcement has been issued by, and is the sole responsibility of, Electric Word. This announcement does not constitute an offer to underwrite, subscribe or otherwise acquire or dispose of any new Ordinary Shares or other shares in Electric Word.

 

The Ordinary Shares have not been, and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act') or under the securities legislation of any state of the United States, and may not be offered or sold in the United States. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no document in relation to the Firm Placing and/ or Open Offer has been, or will be, lodged with, or registered by, The Australian Securities and Investments Commission; no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing; and no registration statement has been, or will be, filed with the Irish Stock Exchange in relation to the Firm Placing and/ or Open Offer. Accordingly, subject to certain exceptions, the Ordinary Shares the subject of the Firm Placing and/ or Open Offer may not, directly or indirectly, be offered or sold within the United States, Canada, Australia, Japan or the Republic of Ireland or offered or sold to a resident of the United States, Canada, Australia, Japan or the Republic of Ireland.

 

This press release may contain forward-looking statements with respect to Electric Word and its operations, strategy, financial performance and condition. These statements generally can be identified by use of forward looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of Electric Word could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulation. The cautionary statements qualify all forward-looking statements attributable to Electric Word and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the parties have no obligation to update such statements.

 

Panmure Gordon (UK) Limited is authorised and regulated in the United Kingdom by The Financial Services Authority and is advising Electric Word and no-one else in connection with the Firm Placing and Open Offer and will not be responsible to any person other than Electric Word for providing the protections afforded to their clients or for advising any other person in relation to the Firm Placing and Open Offer.

 

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