TIDMMST
RNS Number : 8262Q
Mid-States PLC
25 October 2011
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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 PROHIBITED BY
APPLICABLE LAW
Mid-States Plc ("Mid-States" or the "Company")
Placing to raise circa GBP1.8 million
Mid-States is pleased to announce that, subject to Shareholder
approval, it has raised GBP1,834,036 before expenses (approximately
GBP1.7 million net of expenses) to fund the Company's on-going
development and roll-out of new products, via the proposed issue of
122,269,051 new Ordinary Shares (the "Placing Shares") at a price
of 1.50 pence per share ("Placing Price") to new and existing
investors. The Placing Price is at a discount of 14.3 per cent. to
the closing price of 1.75 pence per Ordinary Share on 24 October
2011.
The Placing is conditional, inter alia, on (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 15 November 2011 (the "General
Meeting") of an increase in the Company's directors' authority to
allot shares and the dis-application of pre-emption rights in
relation to the Placing (the "Resolution").
Commenting on the Placing, Javier Segura, the Company's Chief
Executive Officer, said:
"We are delighted to have had strong support for the Placing
from our existing shareholders and from new investors, including a
key trading partner from China, which we believe underlines the
strength of our knowledge and products. The funds raised will allow
us to enter an exciting new phase of growth for the Company with
new products and new markets."
A circular ("Circular") will be posted to Shareholders shortly
in connection with the Placing and will also shortly be available
on the Company's website, www.mid-statesplc.com.
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
Andrew Tonks, Finance Director
Panmure Gordon (UK) Limited Tel: +44 (0) 20 7459 3600
Andrew Godber / Adam Pollock
Cardew Group Tel: +44 (0) 20 7930 0777
Tim Robertson / Georgina Hall
Neither the Company's website nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) is (or is deemed to be) incorporated into, or forms (or is
deemed to form) part of, this announcement.
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.
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
offered or sold to a resident of the United States, Canada,
Australia or Japan.
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 and 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 122,269,051 Ordinary Shares at 1.50 pence per share
to raise approximately GBP1.8 million
Mid-States PLC, a leading environmental technology group, is
pleased to announce that, subject to shareholder approval, it has
raised approximately GBP1.8 million before expenses (approximately
GBP1.7 net of expenses) to fund the Company's on-going development
and roll-out of new products, via the proposed issue of 122,269,051
new Ordinary Shares (the "Placing Shares") at a price of 1.50 pence
per share ("Placing Price") to new and existing investors. The
Placing Price is at a discount of 14.3 per cent. to the closing
price of 1.75 per Ordinary Share on 24 October 2011.
The Circular will shortly be posted to shareholders and will be
available on the Company's website, www.mid-statesplc.com. The
Circular will provide further information on the Placing and will
convene the General Meeting to seek shareholder approval for the
Resolution necessary to effect the Placing.
Background to and reasons for the Placing
During the year ended 30 June 2011, the Company continued to
focus on, and invest in, developing
its flagship air disinfection product, 'the AD', through
expanding the network of country specific distributors with whom
the Company works, and by producing the next generation of ADs to
meet the requirements of different markets and customers. The
numbers of distributors and territories continued to grow and the
Company established a distribution presence in 37 countries. The
Company expects to report orders totalling 3,078 ADs for the year
ended 30 June 2011, twice the number of orders reported in the
previous year. Revenues for the year ended 30 June 2011 are
expected to be approximately GBP425,000 (2010: GBP311,000),
reflecting the increasing demand for the Company's products as the
number of devices despatched increased from 1,080 to 1,760.
Until now, the Company has had a single version of its AD
product for all markets. In response to customer requirements, the
portfolio will now include two new models of the AD, based on the
same science and technology. One, the "AD 2.0", is specifically
designed for commercial and professional use. The other, "Klean",
is designed for small commercial and domestic use.
The new products have already attracted significant attention
from customers as they achieve the same effective results but are
now:
-- substantially cheaper and smaller than the existing AD;
-- wholly redesigned with both significant practical and aesthetic improvements; and
-- offering the choice of two consumable cartridges with the
introduction of H(2) O(2) as an alternative
to d-limonene to produce the key hydroxyl radicals.
The new AD 2.0 and Klean products are to be available within one
month. Manufacturing is being outsourced as part of the process to
improve the functionality whilst reducing substantially the prices
at which the Group is able to sell its products. The Group's UK
manufacturing and warehouse facility has now closed. The Company
believes that the new products will expand the potential
marketplace and accelerate the Company's ability to sell into new
markets. The combination of the functionality and design of the new
products and their price points compared to the existing product is
expected to accelerate take up rates and sales volumes. To support
this objective, the Company will focus on bulk device orders and
increasing sales of consumable cartridges.
To reflect these developments, the Company's new products will
be sold under a new and more internationally recognisable brand
entitled "Aerte". Pursuant to the authorisation under the Company's
Articles of Association, the Board plans to change the name of the
Company from Mid-States PLC to Aerte Group PLC on 15 November
2011.
Use of proceeds
The funds raised from the Placing will be used for the Company's
transition to, and the commercial launch of, its new products. They
will also assist the Company to enter new market sectors and
territories in which it intends to seek significant distributors
with the aim of achieving substantial increases in device sales
and, subsequently, consumable cartridge sales.
The successful engagement of new distributors and entry into new
markets will require continued investment by the Group in sales and
marketing, product development and working capital.
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