20th May 2013 10:28
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, OR ANY OF THE OTHER EXCLUDED TERRITORIES.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED PLACING.
SUPERGLASS HOLDINGS PLC
("Superglass" or the "Company")
Result of General Meeting
All Resolutions Approved
Successful Placing of 25,800,000 Placing Shares to raise £12.9 million
Debt Conversion
Capital Reorganisation
Share Consolidation
Delisting and Transfer to AIM
The Board of Superglass is pleased to announce that, at the General Meeting of the Company held today, the Resolutions to approve, inter alia, the allotment of 25,800,000 New Ordinary Shares to raise £12.9 million (before the deduction of expenses), the Delisting, the Capital Reorganisation and the Share Consolidation, were duly passed.
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ('Admission') and it is expected that Admission will occur, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 4 June 2013. The Placing Price of 50 pence per New Ordinary Share is the equivalent of 2 pence per Existing Ordinary Share prior to the Share Consolidation.
Completion of this refinancing will provide the Company with a considerably strengthened, long term capital structure as a platform upon which to build a sustainable, strong and resilient business that is better positioned to compete more effectively in challenging markets.
The debt restructuring, as set out in the Circular issued by the Company on 3 May 2013, will complete on Admission. Under the terms of the agreement with Clydesdale Bank, £5.725 million of indebtedness owed by Superglass will be converted into Convertible Shares in return for the early repayment of £3 million of debt using part of the proceeds of the Placing.
The Debt Conversion and the early repayment of debt will together result in a reduction of £8.725 million in Superglass' core debt to a substantially reduced level of £2.5 million, which will be a non-amortising loan with a bullet repayment due on 30 April 2018.
Cash balances on Admission are expected to be at least £8.4 million (assuming the Bridging Facility has been fully drawn at that point).
The full text of the Resolutions passed together with a summary of the proxy appointments and voting results are available for inspection on the Company's website (www.superglass.co.uk). The Circular has previously been submitted to the National Storage Mechanism and is available for inspection at www.Hemscott.com/nsm.do.
Capitalised terms used in this announcement have the meanings given to them in the Circular.
For further information please contact:
Superglass Holdings PLC | |
Alex McLeod, Chief Executive Officer Allan Clow, Chief Finance Officer
| 01786 451 170 |
Buchanan | |
Diane Stewart Carrie Clement
| 0207 466 5000 0131 226 6150 |
N+1 Singer | |
Sandy Fraser Richard Lindley
| 0131 603 6873 0113 388 4789 |
Nplus1 Singer Advisory LLP
Nplus1 Singer Advisory LLP, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority, is acting as sponsor, financial adviser, nominated adviser and broker to Superglass Holdings plc in connection with the Proposals. It should be noted that, in connection with the Proposals, Nplus1 Singer Advisory LLP is acting exclusively for Superglass Holdings plc and no one else. Nplus1 Singer Advisory LLP will not be responsible to anyone other than Superglass Holdings plc for providing the protections afforded to clients of Nplus1 Singer Advisory LLP nor for advising any other person on the transactions and arrangements described in this announcement or the Circular. No representation or warranty, express or implied, is made by Nplus1 Singer Advisory LLP as to any of the contents of this announcement or the Circular. Apart from the liabilities and responsibilities, if any, which may be imposed on Nplus1 Singer Advisory LLP by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Nplus1 Singer Advisory LLP accepts no responsibility whatsoever for the contents of this document or the Circular or for any other statement made or purported to be made by it or on its behalf in connection with Superglass Holdings plc, the Existing Ordinary Shares, the New Ordinary Shares or the Proposals. Nplus1 Singer Advisory LLP accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Circular or any such statement.
Related Shares:
SPGH.L