TIDMMST
RNS Number : 8121L
Mid-States PLC
12 May 2010
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE PROHIBIED BY APPLICABLE LAW
Mid-States PLC
("Mid-States" or "the Company")
Mid-States today announces a placing to raise GBP4 million (the "Placing").
Mid-States today announces that is has raised approximately GBP4 million before
expenses (approximately GBP3.8 million net of expenses) through a Placing of
144,821,427 new ordinary shares (the "Placing Shares") with a nominal value of
GBP0.01 ("Ordinary Shares") each at 2.8 pence per share (the "Placing Price")
with both existing shareholders and other institutions. The Placing Price is at
a discount of 23 per cent. to the closing price of 3.625 pence per Ordinary
Share on 11 May 2010.
The proceeds from the Placing will be used to implement the Company's strategy
to market its air disinfection product (the "AD") in new geographies and
non-healthcare market segments, including funding additional sales and marketing
resources. The Company intends to focus AD sales on the healthcare, hospitality,
office and leisure facility markets. In addition, as well as further developing
sales in the United Kingdom, the funds will be used to target sales in the
continental Europe, Middle East, India and South America.
The Placing is conditional upon, inter alia, (i) admission of the Placing Shares
to trading on the AIM market of the London Stock Exchange; and (ii) the approval
by shareholders at a general meeting of the Company to be held on 10 June 2010
(the "General Meeting") of an increase in the Company's directors' authority to
allot shares and the disapplication of pre-emption rights in relation to the
Placing.
Commenting on the Placing, Mid-States' Chairman, John Bateson, said: "I am
delighted to report that the funds raised in the proposed placing will greatly
strengthen the resources available to the Company in order to implement its
plans to target new AD sales through a continued strategy of expanding into
non-healthcare markets and internationally."
A circular will be despatched to shareholders to provide them with further
information on the Placing and to convene the General Meeting to seek
shareholder approval for the Resolution necessary to effect the Placing.
This summary should be read in conjunction with the full text of this
announcement.
For further information please contact:
+--------------------------------+---------------------------------+
| Mid-States PLC | Tel: +44 (0)20 7603 1515 |
+--------------------------------+---------------------------------+
| John Bateson, Chairman | |
| Andrew Tonks, Finance Director | |
| | |
+--------------------------------+---------------------------------+
| Panmure Gordon ( UK ) Limited | Tel: +44 (0) 20 7459 3600 |
+--------------------------------+---------------------------------+
| Andrew Godber (Corporate | Tom Nicholson (Corporate |
| Finance) | Broking) |
| Callum Stewart | Adam Pollock |
| | |
+--------------------------------+---------------------------------+
About Mid-States
Mid-States is a leading environmental technology group founded on proven
expertise in atmospheric chemistry. Its technologies target global concerns
about air quality and an improved environment. The Group's AD air disinfection
unit is based on research conducted at the government research facility at
Porton Down. The air disinfection device generates a continuous cascade of
hydroxyl radicals indoors, reproducing the same effect as occurs naturally
outdoors. This effect is scientifically proven to be effective in an enclosed
environment in killing well publicised pathogens including MRSA, E. coli and C.
diff, in addition to those associated with influenza and other illnesses. It is
suitable for use in a variety of environments including hospitals, care homes
and offices.
This announcement has been issued by, and is the sole responsibility of,
Mid-States. This announcement does not constitute an offer to underwrite,
subscribe or otherwise acquire or dispose of any new Ordinary Shares or other
shares in Mid-States.
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. This announcement is
not an offer of securities for sale in the United States, and the Offer Shares
may not be offered or sold in the United States absent the registration of the
Offer Shares under the Securities Act, or an exemption therefrom, or in a
transaction not subject to, the registration requirements of the Securities Act.
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 Placing 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 Placing. Accordingly, subject to certain
exceptions, the Ordinary Shares the subject of the Placing 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
Mid-States 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 Mid-States 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 Mid-States 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, is advising Mid-States and no-one else in
connection with the Placing and will not be responsible to any person other than
Mid-States for providing the protections afforded to its clients or for advising
any other person in relation to the Placing.
Mid-States PLC
("Mid-States" or "the Company")
Placing of 144,821,427 Ordinary Shares at 2.8 pence per share to raise GBP4
million
Mid-States PLC (AIM: MST), a leading environmental technology group, is pleased
to announce that it has raised approximately GBP4 million before expenses
(approximately GBP3.8 million net of expenses) through a Placing of 144,821,427
new Ordinary Shares at 2.8 pence per share. The Placing Price is at a discount
of 23 per cent. to the closing price of 3.625 pence per Ordinary Share on 11 May
2010.
A circular will be despatched to shareholders to provide them with further
information on the Placing and to convene the General Meeting to seek
shareholder approval for the Resolution necessary to effect the Placing.
Development of the business to date and ongoing strategy
The Board adopted a new business strategy last year, continuing its focus on the
healthcare market in the United Kingdom whilst aiming to expand into
non-healthcare-markets and further internationally, and appointed new Board
members to strengthen the Group's management team. This and the heightened
awareness of viral threats (including H1N1 swine 'flu), have been significant
factors in the progress of the Group's air disinfection business in general, and
its proprietary air disinfection device, the AD, in particular. The AD is able
to eliminate pathogens including bacteria and viruses (such as H1N1 swine 'flu)
in rooms and other enclosed spaces, using the same method (known as hydroxyl
radical) as exists in the outdoor air.
The Board believes that the attractions of the AD to customers include its:
- bactericidal, virucidal, fungicidal and sporicidal efficacy demonstrated
through various third party testing.
- 99.999% effectiveness against MS2 coliphage (surrogate used in clinical
testing for H1N1 swine 'flu and other viruses).
- safe operation 24 hours a day in areas occupied by people.
- non-reliance for effective functioning on processing air from the room
through the device itself.
- efficacy within minutes and on continuously introduced pathogens, because of
continuous cascade of hydroxyl radicals generated.
- effectiveness as a deodoriser (as it attacks bacterial activities generating
odours).
As at May 2010, there are over 600 AD in UK hospitals, playing an important role
in the ongoing fight against viral and bacterial pathogens. The management
expects that the successful reduction in the number of virus outbreaks and ward
closures achieved at hospitals such as Hereford Hospitals Trust after
installation of AD units, and the selection of the AD as one of the winners of
the NHS Smart Solutions Programme 2009, will generate continued interest from
the healthcare market.
As set out in the recent announcement of the Group's interim results, the
Group's orders in the six months ended 31 December 2009 for the AD totalled 679.
These comprised larger orders from distributors in Spain, Norway and the Middle
East together with other relatively low volume sales to potential new
distributors as the Company seeks to establish sales channels in new markets,
both in the UK and internationally. The Group has also completed the development
of a new wall mounted variant of the AD.
Having established the AD in the UK hospital market, and begun to establish it
in other geographies and market segments, the strategy of the Group is:
1. to achieve further penetration of the UK hospital market and of hospital
markets in other selected countries, including India, the Middle East and
continental Europe including Spain; and
2. to penetrate different market segments in multiple countries,
in each case leveraging the Company's historic sales and existing contacts, as
well as the AD product's technical capabilities, to develop the business in
these new countries and segments.
The investment in additional sales and marketing resources made in 2009 is being
increased in 2010 to further drive the Group's sales, marketing and product
development plans.
In addition, further derivatives of the AD are in the development pipeline.
Background to and reasons for the Placing and use of proceeds
In addition to the successful entry of the AD into the UK hospital market, the
Group is working to improve revenues in other geographies and market segments
which, whilst encouraging, have been relatively low due to the time necessary to
select the right distributor, launch and establish the AD in each particular
geography or segment. This process has resulted in the sales cycle for
development of new markets being up to nine months rather than three months as
management had previously anticipated.
The Placing is intended to fund the Group in implementing the strategy described
above, including additional sales and marketing resources. Whilst good progress
had been made, further resources are required for additional sales and marketing
to support penetration of, and entry into new market segments and territories.
The Directors are targeting substantial sales growth and believe that there is
significant potential to increase revenue in view of the size of the potential
markets and the Company's developing product range. Key segments the Company
plans to cover include:
1. healthcare, such as care homes, dental surgeries and ambulances, as well as
hospitals;
2. hospitality, such as restaurants, hotels and passenger ships;
3. offices, to reduce absences due to sickness; and
4. leisure facilities such as gyms.
The focus will be on territories in developed and emerging markets which the
Board considers have high potential growth rates for AD sales. The initial
target is to sell 7,000 ADs in the following territories over the next one to
two years: Europe (including UK), Middle East, India and South America.
In addition, further resources will be utilised for continued product
development to meet market requirements. This is planned to include the
development of a miniaturised AD specifically designed for the retail market.
The Directors also believe that the existing products can be developed further.
Proceeds of the Placing will also be used for working capital and other
corporate purposes.
Currenttradingandprospects
The Company is presently working with a number of possible distributors in
market sectors and territories around the world into which it aims to expand
sales of AD units as part of the Group's overall strategy. It has recently
signed a letter of intent with a distributor in India, which the management
believes could be a significant market for the AD, in healthcare and other
market segments.
In the quarter ending 31 March 2010, order intake exceeded 400 AD, which
represented the highest quarterly figure yet for the Company's air disinfection
business. The Group's financial year to date order intake now exceeds 1,100 AD.
Details of the Placing
Subject to the passing of the Resolution at the General Meeting, the Company is
proposing to raise approximately GBP4 million before expenses (approximately
GBP3.8 million net of expenses) by the issue of 144,821,427 new Ordinary Shares
at 2.8 pence per share. The Placing is conditional upon the Resolution being
passed at the General Meeting to be held at 11:30 a.m. on 10 June 2010.
The Placing Shares will, when issued, rank pari passu in all respects
with the existing Ordinary Shares.
Admission is expected to take place and dealings in the Placing Shares on AIM
are expected to commence at 8.00 a.m. on 11 June 2010.
Pursuant to the terms of the Placing Agreement, Panmure Gordon, has agreed to
use its reasonable endeavours to procure subscribers for the Placing Shares at
the Placing Price. Panmure Gordon conducted a bookbuilding process to determine
demand for participation among institutional investors in the Placing at the
Placing Price. The Placing proposal has only been made to persons falling
within article 19 and articles 49, 50 or 50A of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 and who are also qualified
investors for the purposes of section 86 of FSMA and no other person may now
participate in the Placing or rely on any communication relating to it. The
offer of the Placing Shares has not been made to the general public. This
document does not constitute an offer, or the solicitation of an offer, to
subscribe or buy any of the Placing Shares. The Company announced yesterday
that Panmure Gordon had received commitments to subscribe for the Placing Shares
at the Placing Price, subject to the terms and conditions of the Placing
Agreement.
The Placing Agreement is conditional upon, inter alia, the Resolution being duly
passed at the General Meeting and Admission becoming effective by not later than
8.00 a.m. on 11 June 2010 (or such later date as the Company and Panmure Gordon
may agree, but in any event not later than 30 June 2010). The Placing Agreement
contains provisions entitling Panmure Gordon to terminate the Placing Agreement
at any time prior to Admission in certain circumstances, including if Panmure
Gordon is reasonably of the opinion that the Company has failed to comply with,
or has breached, the Placing Agreement in any material respect or any applicable
law or regulation relating to the Placing, or is in breach of the warranties set
out therein by reference to the facts and circumstances then existing. If this
termination right is exercised the Placing will not proceed.
The following Director has agreed to subscribe for Placing Shares at the Placing
Price. Immediately after Admission, it is expected that this Director will have
the following shareholding:
+------------------------------+------------+-----------+------------+
| Director | No. of | Total no. | Percentage |
| | Placing | of | of |
| | Shares | Ordinary | enlarged |
| | subscribed | Shares | share |
| | for in the | held | capital |
| | Placing | following | |
| | | the | |
| | | Placing | |
+------------------------------+------------+-----------+------------+
| Javier Segura | 190,000 | 383,000 | 0.15% |
+------------------------------+------------+-----------+------------+
Related Party Transactions
As part of the Placing, Esmo Empresarial, SL and Bottin (International)
Investments Limited are proposing to subscribe for 41,100,000and 22,285,714 new
Ordinary Shares respectively at 2.8 pence per Placing Share. Esmo Empresarial,
SL is currently the holder of 33,393,463 Ordinary Shares, equating to 28.77 per
cent. of the Company's issued share capital and is represented on the Board by
Esteban Monegal. In addition, Javier Segura was nominated to the Board by Esmo
Empresarial, SL. Bottin (International) Investments Limited is currently the
holder of 18,105,000 Ordinary Shares, equating to 15.60 per cent. of the
Company's issued share capital and is represented on the Board by John Bateson.
As such, under the AIM Rules for Companies, Esmo Empresarial, SL and Bottin
(International) Investments Limited are both deemed to be related parties and
their participation in the Placing is deemed to be a related party transaction.
The Directors (excluding Esteban Monegal, Javier Segura and John Bateson)
consider, having consulted with Panmure Gordon, the Company's nominated adviser,
that the terms of the above-described subscriptions for Placing Shares are fair
and reasonable insofar as its Shareholders are concerned.
General Meeting
A circular will be despatched to shareholders today containing a notice
convening the General Meeting to be held on 10 June 2010 at the Company's
offices at Masters House, 107 Hammersmith Road, London W14 0QH. The Resolution
to be proposed at the General Meeting is a special resolution to:
(a) authorise the Directors to allot the Placing Shares pursuant to the
Placing; and
(b) disapply statutory pre-emption rights in relation to the allotment of
the Placing Shares.
Expected Timetable
+------------------------------------------+------------------------+
| Latest time and date for receipt of | 11:30 a.m. on 8 June |
| completed Forms of Proxy | 2010 |
| | |
+------------------------------------------+------------------------+
| General Meeting | 11:30 a.m. on 10 June |
| | 2010 |
+------------------------------------------+------------------------+
| Admission and commencement of dealing of | 8:00 a.m. on 11 June |
| Placing Shares expected to commence | 2010 |
| | |
+------------------------------------------+------------------------+
| Expected date CREST accounts credited | 11 June 2010 |
| with Placing Shares | |
| | |
+------------------------------------------+------------------------+
| Latest date for dispatch of definitive | 12 June 2010 |
| share certificates (if applicable) | |
+------------------------------------------+------------------------+
The following definitions apply in this press release, unless the context
requires otherwise:
+--------------------+---------------------------------------------+
| "2006 Act" | the Companies Act 2006 |
+--------------------+---------------------------------------------+
| "AD" | Mid-States' proprietary air disinfection |
| | device |
+--------------------+---------------------------------------------+
| "Admission" | the Company's application for the admission |
| | of the Placing Shares to trading on AIM |
| | becoming effective in accordance with the |
| | AIM Rules |
+--------------------+---------------------------------------------+
| "AIM" | the AIM Market of the London Stock Exchange |
+--------------------+---------------------------------------------+
| "AIM Rules" | the AIM rules for Companies and the AIM |
| | Rules for Nominated Advisers published by |
| | the London Stock Exchange |
+--------------------+---------------------------------------------+
| "Board" or | the directors of the Company from time to |
| "Directors" | time |
+--------------------+---------------------------------------------+
| "Company" or | Mid-States PLC |
| "Mid-States" | |
+--------------------+---------------------------------------------+
| "Form of Proxy" | the form of proxy accompanying this |
| | document for use in connection with the |
| | General Meeting |
+--------------------+---------------------------------------------+
| "FSMA" | means Financial Services and Market Act |
| | 2000 (as amended) |
+--------------------+---------------------------------------------+
| "General Meeting" | the general meeting of the Company convened |
| | for 11:30 a.m. on 10 June 2010, notice of |
| | which is set out at the end of this |
| | document |
+--------------------+---------------------------------------------+
| "Group" | the Company and its subsidiaries |
+--------------------+---------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+--------------------+---------------------------------------------+
| "Ordinary Shares" | ordinary shares of GBP0.01 each in the |
| | capital of the Company |
+--------------------+---------------------------------------------+
| "Panmure Gordon" | Panmure Gordon (UK) Limited |
+--------------------+---------------------------------------------+
| "Placing" | the placing of 144,821,427 new Ordinary |
| | Shares at 2.8 per share |
+--------------------+---------------------------------------------+
| "Placing | the conditional agreement dated 12 May 2010 |
| Agreement" | between the Company and Panmure Gordon (UK) |
| | Limited relating to the Placing, summary |
| | details of which are set out on pages 4 and |
| | 5 of this document |
+--------------------+---------------------------------------------+
| "Placing Price" | 2.8 pence per Placing Share |
+--------------------+---------------------------------------------+
| "Placing Shares" | means the new Ordinary Shares to be issued |
| | pursuant to the Placing |
+--------------------+---------------------------------------------+
| "Resolution" | the resolution set out in the notice of |
| | General Meeting, which is at the end of |
| | this document |
+--------------------+---------------------------------------------+
| "UK" | the United Kingdom of Great Britain and |
| | Northern Ireland |
+--------------------+---------------------------------------------+
APPENDIX
This appendix contains important information for Placees (as defined below).
Members of the public are not eligible to take part in the Placing. This
announcement and this appendix are for information purposes only, and the terms
set out herein are directed only at persons: (a) who if in the United Kingdom,
have been selected by Panmure Gordon and who have professional experience in
matters relating to investments and are "investment professionals" within the
meaning of Article 19 (5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"), are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, "Sophisticated Investors" falling within
Article 50 of the Order, "Self-certified Sophisticated Investors" falling within
Article 50A of the Order; (b) who, if in a member state of the European Economic
Area, are "qualified investors" (as defined in article 2(1)(e) of EU Directive
2003/71/EC of the European Parliament and the Council of 4 November 2003
(together with any implementing directive measure in such member states, the
"Prospectus Directive")); or (c) are otherwise persons to whom it may lawfully
be communicated (all such persons together being referred to as "Relevant
Persons"). Any investment or investment activity to which the terms and
conditions set out herein relates is available only to such persons and will be
engaged in only with such persons.
Terms of the Placing
If a person chooses to participate in the Placing by making or accepting an
offer to acquire Placing Shares (each such person whose participation is
accepted by Panmure Gordon in accordance with this appendix being hereinafter
referred to as a "Placee" and together, as the "Placees") it will be deemed to
represent and warrant that is has read and understood this announcement and this
appendix in its entirety and to be making or accepting such offer on the terms
and to be providing the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings, contained in this appendix.
Placing Shares referred to in this announcement have not been, and will not be
registered under the US Securities Act of 1933 as amended (the "Securities Act")
or under the securities legislation of any State of the United States.
Furthermore, the Placing Shares have not been recommended by any US federal or
state securities commission or regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or
confirmed the accuracy or determined the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States. This
appendix is not an offer of securities for sale in the United States, and the
Placing Shares may not be offered or sold in the United States absent the
registration of the Offer Shares under the Securities Act, or an exemption
therefrom, or in a transaction not subject to, the registration requirements of
the Securities Act. There will be no public offer of the Placing Shares in the
United States. No money, securities or other consideration from any person
inside the United States is being solicited by this announcement and the
appendix and, if sent in response to information contained in this announcement
or this appendix, will not be accepted. The Placing Shares will not be lodged
with or registered by the Australian Securities and Investments Commission under
Australia's Corporations Law and are not being offered for subscription or sale
and may not be directly or indirectly offered, sold, taken up, transferred or
delivered in or into Australia or to or for the account or benefit of any person
or corporation in (or with a registered address in) Australia. No document in
relation to the Placing Shares has been or will be lodged for registration with
the Registrar of Companies in the Republic of Ireland and the Placing Shares
will not be offered, sold or delivered, directly or indirectly in the Republic
of Ireland. All subscribers for Placing Shares must provide addresses outside
the Republic of Ireland for the receipt of certificates for Placing Shares. The
relevant clearances have not been, and will not be obtained from the Ministry of
Finance of Japan and no circular in relation to the Placing Shares has been or
will be lodged with or registered by the Ministry of Finance of Japan. The
Placing Shares may not therefore be offered, taken up, transferred or sold,
directly or indirectly, in or into Japan, its territories and possessions and
any areas subject to its jurisdiction or to any resident of Japan. The approval
of the South African Exchange Control Authorities has not been, and will not be,
obtained in relation to the Placing Shares. The Placing Shares may not therefore
be offered, taken up, transferred or sold directly or indirectly in or into
South Africa or to a resident of South Africa. The Placing Shares may not be
offered, taken up, transferred or sold directly or indirectly in or into Canada
or to a resident of Canada. This announcement and appendix do not constitute an
offer to sell or issue or a solicitation of an offer to buy or subscribe for
Placing Shares in any jurisdiction. The distribution of this announcement and
the placing and issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Panmure Gordon
that would permit an offering of such securities or possession or distribution
of this announcement or any other offering or publicity material relating to
such securities in any jurisdiction where action for that purposes is required.
Persons to whose attention this announcement has been drawn are required by the
Company and Panmure Gordon to inform themselves about and to observe any such
restrictions.
The price of securities and the income from them may go down as well as up and
investors may not get back the full amount on disposal of the securities.
Any indication in this announcement of the price at which ordinary shares in the
capital of the Company have been bought or sold in the past cannot be relied
upon as a guide to future performance. No statement in this announcement is
intended to be a profit forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
In particular, each such Placee represents, warrants and acknowledges that it
is:
(a) a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
(b) in the case of a Relevant Person in a member state of the EEA which
has implemented the Prospectus Directive (each a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing:
(i) a Qualified Investor (as defined in the Prospectus Directive); and
(ii) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
(a) the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Morgan Stanley or Jefferies (as
applicable) has been given to the offer or resale; or (b) where Placing Shares
have been acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such persons; and
(c) acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole investment
discretion, and that, unless otherwise agreed with the Company, it (and any such
account) is subscribing for the Placing Shares in an "offshore transaction"
(within the meaning of Regulation S under the Securities Act).
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.
Neither the content of Mid-States' website nor any website accessible by
hyperlinks on Mid-States' website is incorporated in, or forms part of, this
announcement.
Persons (including, without limitation, nominees and trustee) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
Each Placee should consult with its own advisors as to legal, tax, business and
related aspects of a purchase of Placing Shares.
+-----+---------------------------------------------------------+
| 1. | Panmure Gordon will arrange the Placing as agent for |
| | and on behalf of the Company. Participation will only |
| | be available to persons invited to participate by |
| | Panmure Gordon. Panmure Gordon will, following |
| | consultation with the Company, determine in its |
| | absolute discretion the extent of each Placee's |
| | participation in the Placing, which will not |
| | necessarily be the same for each Placee. |
+-----+---------------------------------------------------------+
| 2. | The price payable per new Ordinary Share shall be the |
| | Placing Price. |
+-----+---------------------------------------------------------+
| 3. | A Placee's commitment to subscribe for a fixed number |
| | of Placing Shares will be agreed with and confirmed to |
| | it orally by Panmure Gordon (the "Placing Commitment") |
| | and a contract note (a "Contract Note") will be |
| | dispatched as soon as possible thereafter. The oral |
| | confirmation to the Placee by Panmure Gordon (the "Oral |
| | Confirmation") constitutes an irrevocable, legally |
| | binding contractual commitment to Panmure Gordon (as |
| | agent for the Company) to subscribe for the number of |
| | Placing Shares allocated to it on the terms set out in |
| | this appendix. |
+-----+---------------------------------------------------------+
| 4. | Commissions will not be paid to Placees in connection |
| | with the Placing. |
+-----+---------------------------------------------------------+
| 5. | Panmure Gordon has the right, inter alia, to terminate |
| | the agreement entered into between Panmure Gordon and |
| | the Company in connection with the Placing (the |
| | "Placing Agreement") (after such consultation with the |
| | Company as the circumstances may allow) at any time |
| | prior to Admission if, inter alia, (i) any of the |
| | warranties contained in the Placing Agreement are |
| | untrue, inaccurate or misleading in any material |
| | respect; or (ii) there occurs an event of force |
| | majeure. If the Placing Agreement is terminated prior |
| | to Admission, the Placing will lapse and the rights and |
| | obligations of the Placees hereunder shall cease and |
| | determine at such time and no claim can be made by any |
| | Placee in respect thereof. In such event, all monies |
| | (if any) paid by the Placees to Panmure Gordon at such |
| | time shall be returned to the Placees at their sole |
| | risk without any obligation on the part of the Company |
| | or Panmure Gordon or any of their respective affiliates |
| | to account to the Placees for any interest earned on |
| | such funds. The Placees acknowledge and agree that the |
| | Company and Panmure Gordon may, at their sole |
| | discretion, exercise their contractual rights to waive |
| | or to extend the time and/or date for fulfilment of any |
| | of the conditions in the Placing Agreement. Any such |
| | extension or waiver will not affect Placees' |
| | commitments. |
+-----+---------------------------------------------------------+
| 6. | Neither Panmure Gordon nor the Company shall have any |
| | liability to any Placee nor shall they owe any Placee |
| | fiduciary duties in respect of any claim they may have |
| | under the Placing Agreement (or, in either |
| | circumstance, to any other person whether acting on |
| | behalf of a Placee or otherwise) in respect of the |
| | exercise of its contractual rights to waive or to |
| | extend the time and/or date for the satisfaction of any |
| | condition in the Placing Agreement or in respect of |
| | termination of the Placing Agreement or in respect of |
| | the Placing generally. |
+-----+---------------------------------------------------------+
| 7. | Each Placee acknowledges to, and agrees with, Panmure |
| | Gordon for itself and as agent for the Company, that |
| | except in relation to the information in this |
| | announcement, it has relied on its own investigation of |
| | the business, financial or other position of the |
| | Company in deciding to participate in the Placing. |
+-----+---------------------------------------------------------+
| 8. | Settlement of transactions in the Placing Shares |
| | following Admission will take place within CREST, |
| | subject to certain exceptions. Panmure Gordon reserves |
| | the right to require settlement for and delivery of the |
| | Placing Shares to the Placees in such other means that |
| | it deems necessary if delivery or settlement is not |
| | possible within CREST within the timetable set out in |
| | this announcement or would not be consistent with the |
| | regulatory requirements in the jurisdictions of such |
| | Placees. |
+-----+---------------------------------------------------------+
| 9. | It is expected that settlement of the Placing will |
| | occur on 11 June 2010, on which date each Placee must |
| | settle the full amount owed by it in respect of the |
| | Placing Shares allocated to it. Panmure Gordon may |
| | (after consultation with the Company) specify a later |
| | settlement date (or dates) at its absolute discretion. |
| | Payment must be made in cleared funds. The payment |
| | instructions for settlement in CREST and settlement |
| | outside of CREST will be set out in the Contract Note. |
| | The trade date of the Placing Shares is 11 June 2010. |
| | Interest is chargeable daily on payments to the extent |
| | that value is received after the due date at the rate |
| | per annum of 2 percentage points above the Barclays |
| | Bank plc base rate. If a Placee does not comply with |
| | these obligations, Panmure Gordon may sell the Placing |
| | Shares allocated to such Placee (as agent for such |
| | Placee) and retain from the proceeds, for its own |
| | account, an amount equal to the Placing Price plus any |
| | interest due. The relevant Placee will, however, remain |
| | liable, inter alia, for any shortfall below the Placing |
| | Price and it may be required to bear any stamp duty or |
| | stamp duty reserve tax (together with any interest or |
| | penalties) which may arise upon the sale of its Placing |
| | Shares on its behalf. Time shall be of the essence as |
| | regards the obligations of Placees to settle payment |
| | for the Placing Shares and to comply with their other |
| | obligations under this appendix. |
+-----+---------------------------------------------------------+
| 10. | If Placing Shares are to be delivered to a custodian or |
| | settlement agent of a Placee, the relevant Placee |
| | should ensure that its Contract Note is copied and |
| | delivered immediately to the relevant person within |
| | that organisation. Insofar as Placing Shares are to be |
| | registered in the name of a Placee or that of its |
| | nominee or in the name of any person for whom the |
| | Placee is contracting as agent or that of a nominee for |
| | such person, such Placing Shares will, subject as |
| | provided below, be so registered free from any |
| | liability to UK stamp duty or stamp duty reserve tax. |
| | Placees should match the CREST details as soon as |
| | possible or if using a settlement agent they should |
| | instruct their agent to do so. Failure to do so could |
| | result in a CREST Settlement fine. |
| | |
+-----+---------------------------------------------------------+
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its
behalf):
+-----+---------------------------------------------------------+
| 1. | represents and warrants that it has read this |
| | announcement in its entirety and acknowledges that its |
| | participation in the Placing will be governed by the |
| | terms, conditions, representations, warranties, |
| | acknowledgements, agreements and undertakings of this |
| | announcement (including this appendix); |
+-----+---------------------------------------------------------+
| 2. | acknowledges that no offering document or prospectus |
| | has been or will be prepared in connection with the |
| | Placing and that it has not received a prospectus or |
| 3. | other offering document in connection therewith; |
| | represents, warrants and undertakes that it will |
| | subscribe for the Placing Shares allocated to it in the |
| | Placing and pay up for the same in accordance with the |
| | terms of this appendix failing which the relevant |
| | Placing Shares may be placed with other subscribers or |
| | sold as Panmure Gordon determines and without liability |
| | to such Placee; |
+-----+---------------------------------------------------------+
| 4. | confirms Panmure Gordon's absolute discretion with |
| | regard to the Placing Agreement and agrees that Panmure |
| | Gordon owes it no fiduciary duties in respect of any |
| | claim it may have relating to the Placing; |
+-----+---------------------------------------------------------+
| 5. | undertakes and acknowledges that its obligations under |
| | the Placing are legally binding and irrevocable; |
+-----+---------------------------------------------------------+
| 6. | represents and warrants that it is entitled to |
| | subscribe for Placing Shares under the laws of all |
| | relevant jurisdictions which apply to it and that it |
| | has fully observed and complied with such laws and |
| | obtained all such governmental and other guarantees and |
| | other consents which may be required thereunder and |
| | complied with all necessary formalities; |
+-----+---------------------------------------------------------+
| 7. | acknowledges that it is not entitled to rely on any |
| | information (including, without limitation, any |
| | information contained in any management presentation |
| | given in relation to the Placing) other than that |
| | contained in this announcement (including this appendix |
| 8. | and represents and warrants that it has not relied on |
| | any representations relating to the Placing, the |
| | Placing Shares or the Company other than the |
| | information contained in this announcement); |
| | acknowledges that neither Panmure Gordon nor the |
| | Company nor any of their affiliates nor any person |
| | acting on behalf of any of them has provided, and will |
| | not provide, it with any material regarding the Placing |
| | Shares or Mid-States other than this announcement; nor |
| | has it requested Panmure Gordon, the Company, any of |
| | their affiliates or any person acting on behalf of any |
| | of them to provide it with any such information; |
+-----+---------------------------------------------------------+
| 9. | represents and warrants that the issue to the Placee, |
| | or the person specified by such Placee for registration |
| | as holder of Placing Shares, will not give rise to a |
| | liability under any of sections 67, 70, 93 or 96 of the |
| | Finance Act 1986 (depositary receipts and clearance |
| | services); |
+-----+---------------------------------------------------------+
| 10. | represents and warrants that it is aware of and has |
| | complied with its obligations in connection with money |
| | laundering under the Proceeds of Crime Act 2002 and the |
| | Money Laundering Regulations 2007 (the "Regulations") |
| | and, if it is making payment on behalf of a third |
| | party, that satisfactory evidence has been obtained and |
| | recorded by it and that the applicable procedures have |
| | been carried out to verify the identity of the third |
| | party as required by the Regulations; |
+-----+---------------------------------------------------------+
| 11. | if in the United Kingdom, represents and warrants that |
| | it is a person falling within Article 19(5) or Article |
| | 49(2)(a) to (e) of the Order and undertakes that it |
| | will acquire, hold, manage or dispose of any Placing |
| | Shares that are allocated to it for the purposes of its |
| | business; |
+-----+---------------------------------------------------------+
| 12. | if in the United Kingdom, represents and warrants that |
| | it has complied and will comply with all applicable |
| | provisions of the Financial Services and Markets Act |
| | 2000 as amended ("FSMA") with respect to anything done |
| | by it in relation to the Placing Shares in, from or |
| | otherwise involving the United Kingdom and will not |
| | sell or offer to sell the Placing Shares in a manner |
| | which will result in an offer to the public in the |
| | United Kingdom within the meaning of FSMA; |
+-----+---------------------------------------------------------+
| 13. | represents and warrants that is has only communicated |
| | or caused to be communicated and will only communicate |
| | or cause to be communicated any invitation or |
| | inducement to engage in investment activity (within the |
| | meaning of section 21 of FSMA) relating to the Placing |
| 14. | Shares in circumstances in which section 21(1) of FSMA |
| | does not require approval of the communication by an |
| | authorised person; |
| | represents and warrants that it has complied and will |
| | comply with all applicable provisions of FSMA with |
| | if in a Member State of the European Economic Area |
| | which has implemented the Prospectus Directive (each, a |
| | "Relevant Member State"), the relevant placee |
| | represents and warrants that it is either: |
| | |
| | (a) a legal entity which is authorised or |
| | regulated to operate in the financial markets or, if |
| | not so authorised or regulated, its corporate purpose |
| | is solely to invest in securities; |
| | (b) a legal entity which has two or more of: |
| | (i) an average of at least 250 employees during |
| | the last financial year; |
| | (ii) a total balance sheet of more than |
| | EUR43,000,000; and |
| | (iii) an annual turnover of more than |
| | EUR50,000,000, as shown in its last annual or |
| | consolidated accounts; or |
| | (c) such securities are sold in any other |
| | circumstance which does not require the publication of |
| | a prospectus by the Company pursuant to Article 3 of |
| | the Prospectus Directive; and |
| | (d) is acquiring the Placing Shares for its own |
| | account or is acquiring the Placing Shares for an |
| | account with respect to which it exercises sole |
| | investment discretion, and that, unless otherwise |
| | agreed with the Company, it (and any such account) is |
| | subscribing for the Placing Shares in an "offshore |
| | transaction" (within the meaning of Regulation S under |
| | the Securities Act). |
| | |
+-----+---------------------------------------------------------+
| 15. | represents and warrants that its obligations under the |
| | Placing are valid, binding and enforceable and that it |
| | has all necessary capacity and authority, and has |
| | obtained all necessary consents and authorities to |
| | enable it to commit to participation in the Placing and |
| | to perform its obligations in relation thereto and will |
| | honour its obligations (including, without limitation, |
| | in the case of any person on whose behalf it is acting, |
| | all necessary consents and authorities to agree to the |
| | terms set out or referred to in this announcement); |
+-----+---------------------------------------------------------+
| 16. | acknowledges that Panmure Gordon is acting solely for |
| | the Company and that participation in the Placing is on |
| | the basis that it is not and will not be a client or |
| | customer of Panmure Gordon or any of its affiliates and |
| | that Panmure Gordon and its affiliates have no duties |
| | or responsibilities to it for providing the protections |
| | afforded to their clients or customers or for providing |
| | advice in relation to the Placing or in respect of any |
| | representations, warranties, undertakings or |
| | indemnities contained in the Placing Agreement nor for |
| | the exercise or performance of any of Panmure Gordon's |
| | rights and obligations thereunder, including any right |
| | to waive or vary conditions or exercise any termination |
| | right; |
+-----+---------------------------------------------------------+
| 17. | undertakes and agrees that (i) the person whom it |
| | specifies for registration as holder of the Placing |
| | Shares will be (a) the Placee or (b) a nominee of the |
| | Placee, (ii) neither Panmure Gordon nor the Company or |
| | any of their respective affiliates will be responsible |
| | for any liability to stamp duty or stamp duty reserve |
| | tax resulting from a failure to observe this |
| | requirement and (iii) the Placee and any person acting |
| | on its behalf agrees to subscribe on the basis that the |
| | Placing Shares will be allotted to the CREST stock |
| | account of Panmure Gordon which will act as settlement |
| | agent in order to facilitate the settlement process; |
+-----+---------------------------------------------------------+
| 18. | acknowledges that any agreements entered into by it |
| | pursuant to these terms and conditions shall be |
| | governed by and construed in accordance with the laws |
| | of England and it submits (on behalf of itself and on |
| | behalf of any person on whose behalf it is acting) to |
| | the exclusive jurisdiction of the English courts as |
| | regards any claim, dispute or matter arising out of any |
| | such contract; |
+-----+---------------------------------------------------------+
| 19. | acknowledges and agrees that the Placing Shares have |
| | not been and will not be registered under the |
| | Securities Act or under the relevant securities laws of |
| | any state of the United States, that the relevant |
| | clearances have not been and will not be obtained from |
| | the Securities Commission of any Province of Canada and |
| | that the Placing Shares have not been and will not be |
| | registered under the relevant securities laws of any of |
| | Australia, Japan, the Republic of Ireland or South |
| | Africa or any state or territory within any such |
| | country and, subject to certain limited exceptions, may |
| | not be, directly or indirectly, offered, sold, |
| | renounced, transferred, taken-up or delivered in, into |
| | or within those jurisdictions; |
+-----+---------------------------------------------------------+
| 20. | acknowledges and understands that the Placing Shares |
| | have not been recommended, approved or disapproved by |
| | any United States federal or state securities |
| | commission or regulatory authority, and agrees not to |
| | reoffer, resell, pledge or otherwise transfer the |
| 21. | Placing Shares except pursuant to an exemption from, or |
| | in a transaction not subject to, the registration |
| | requirements of the Securities Act; |
| | acknowledges that any Placing Shares offered or sold in |
| | the United States are "restricted securities" within |
| | the meaning of Rule 144(a)(3) under the Securities Act |
| | and, so long as such Placing Shares are "restricted |
| | securities", it will not deposit Placing Shares into |
| | any unrestricted depositary receipt facility maintained |
| | by any depositary bank in respect of the Company's |
| | Ordinary Shares, and represents and warrants that if |
| | Placing Shares were offered to it in the United States, |
| | that it will not reoffer, sell, pledge or otherwise |
| | transfer Placing Shares except (i) to the Company; (ii) |
| | outside the United States in an offshore transaction in |
| 22. | accordance with Rule 903 or 904 of Regulation S under |
| | the Securities Act; or (iii) within the United States |
| | (a) upon delivery to the Company of an opinion of U.S. |
| 23. | counsel reasonably satisfactory to the Company to the |
| | effect that registration under the Securities Act would |
| | not be required in connection with such transfer, or |
| | (b) pursuant to an effective registration statement |
| | under the Securities Act and that, in each such case, |
| | such offer, sale, pledge, or transfer will be made in |
| | accordance with all applicable securities laws of each |
| | State of the United States, and that any Placing Shares |
| | subject to such restrictions and issued in certificated |
| | form will bear a legend setting forth the restrictions |
| | referred to above. |
| | acknowledges that it and, if different, the beneficial |
| | owner of the Placing Shares is not, and at the time the |
| | Placing Shares are acquired will not be residents of |
| | Australia, Canada or Japan; |
| | save where it has provided evidence to the satisfaction |
| | of Panmure Gordon that it is an "accredited investor" |
| | within the meaning of Rule 501(a) of Regulation D under |
| | the Securities Act, represents, warrants and |
| | acknowledges to Panmure Gordon that it is outside the |
| | United States and will only offer and sell the Placing |
| | Shares outside the United States in offshore |
| | transactions in accordance with Regulation S under the |
| | Securities Act; |
+-----+---------------------------------------------------------+
| 24. | represents, warrants and undertakes and agrees that |
| | neither it nor its affiliates (as defined in Rule |
| | 501(b) under the US Securities Act), nor any person |
| | acting on its or their behalf. have engaged in or will |
| | engage in any "general solicitation" or "general |
| | advertising" (as such terms are defined in Regulation D |
| | under the US Securities Act) or in any "directed |
| | selling efforts" (as defined in Regulation S under the |
| | US Securities Act) in connection with any offer or sale |
| | of the Placing Shares; |
+-----+---------------------------------------------------------+
| 25. | acknowledges that the agreement to settle each Placee's |
| | subscription (and/ or the subscription of a person for |
| | whom it is contracting as agent) free of stamp duty and |
| | stamp duty reserve tax depends on the settlement |
| | relating only to a subscription by it and/or such |
| | person direct from the Company for the Placing Shares |
| | in question. Such agreement assumes that the Placing |
| | Shares are not being acquired in connection with |
| | arrangements to issue depositary receipts or to |
| | transfer the Placing Shares into a clearance service. |
| | If there were any such arrangements, or the settlement |
| | related to other dealings in the Placing Shares, stamp |
| | duty or stamp duty reserve tax may be payable, for |
| | which neither the Company nor Panmure Gordon nor any of |
| | their respective affiliates will be responsible. If |
| | this is the case, the relevant Placee should take its |
| | own advice and notify Panmure Gordon accordingly. In |
| | addition, Placees should note that they will be liable |
| | for any capital duty, stamp duty and all other stamp, |
| | issue, securities, transfer, registration, documentary |
| | or other duties or taxes (including any interest, fines |
| | or penalties relating thereto) payable outside the UK |
| | by them or any other person on the acquisition by them |
| | of any Placing Shares or the agreement by them to |
| | acquire any Placing Shares; and |
+-----+---------------------------------------------------------+
| 26. | acknowledges that any monies of any Placee or any |
| | person acting on behalf of the Placee held or received |
| | by Panmure Gordon will not be subject to the |
| | protections conferred by the FSA's Client Money Rules. |
| | As a consequence, these monies will not be segregated |
| | from the monies of Panmure Gordon and may be used by |
| | Panmure Gordon in the course of its business, and the |
| | relevant Placee or any person acting on its behalf will |
| | therefore rank as a general creditor of Panmure Gordon. |
+-----+---------------------------------------------------------+
The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and Panmure Gordon (for their own benefit
and, where relevant, the benefit of their respective affiliates) and are
irrevocable. The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings, representations and
warranties.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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