Investment will also be continued to finalise the miniaturised
AD product and complete its commercialisation prior to its launch
into the retail market with a suitable commercial partner.
Current trading and prospects
The Company recently announced that it has agreed the principal
terms of a proposed distribution agreement with a Chinese company
operating in the high technology sector and a member of a group of
companies with combined annual sales of over GBP900 million. This
includes minimum annual sales targets for the new product range
with volumes of 75,000 ADs in the first year, beginning from 1
February 2012.
The Company is also leveraging its existing sales and
distribution network. Discussions have commenced in other
territories with the aim of ensuring that the Company has the best
distributors for the new products. In 2012, the Company also
intends to target new markets such as North and South America.
It is likely that sales from the new products will not increase
until the second half of the financial year to 30 June 2012 once
the distributors have been able to launch the new products and
secure sales in their territories. Nevertheless, once the new
products are fully launched, the Company expects sales volumes to
be significantly greater than the sales volume for the existing AD
device as indicated by the proposed sales volumes in China.
The development of the miniaturised AD for use in the domestic
home is progressing well and this work has been critical to the
development of the new AD2.0 and Klean products being launched. The
Company continues to hold discussions with an industry leader as a
potential commercial partner for this miniaturised AD product.
Commercial interest in the Company's products is building
significantly and the introduction of the additional Klean product
has increased the markets available and the overall size of the
opportunity.
Details of the Placing
Panmure Gordon, as placing agent for the Company, has
conditionally placed 122,269,051 Placing Shares with institutional
and other investors at the Placing Price to raise gross proceeds of
approximately GBP1.8 million, before total costs of approximately
GBP100,000.
The Placing Shares will, on Admission, be credited as fully paid
and rank pari passu in all respects with existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid on the Ordinary Shares after
that date.
The Placing Shares represent approximately 47 per cent. of the
Ordinary Shares prior to the Placing and 32 per cent. of the
enlarged share capital.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that, conditional upon the passing of the Resolution at the General
Meeting, dealings in the Placing Shares will commence at 8:00 a.m.
on 17 November 2011.
Support for the Placing has been received in the form of
investments totalling GBP650,000 from associates of two of the
Group's key trading partners.
The following Directors have agreed to subscribe for Placing
Shares at the Placing Price. Immediately after Admission, it is
expected that each of these Directors will have the following
shareholding:
Total no.
No. of Placing of Ordinary
Shares subscribed Shares held Percentage
for in the following of enlarged
Director Placing the Placing share capital
--------------- ------------------- ------------- ---------------
Javier Segura 266,667 649,667 0.17%
--------------- ------------------- ------------- ---------------
Glenn Cooper 100,000 300,400 0.08%
--------------- ------------------- ------------- ---------------
Related Party Transactions
As part of the Placing, Esmo Empresarial, SL and Bottin
(International) Investments Limited are proposing to subscribe for
33,705,000 and 18,600,000 Placing Shares respectively. Esmo
Empresarial, SL is currently the holder of 74,493,463 Ordinary
Shares, equating to 28.6 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 40,390,714 Ordinary Shares, equating to
15.5 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 shortly containing
a notice convening the General Meeting of the Company, which is to
be held at Masters House, 107 Hammersmith Road, London W14 0QH at
11.00a.m. on 15 November 2011 for the purpose of seeking
shareholders' approval for the Resolution.
Recommendation
The Board believes that the Placing is in the best interests of
the Company and shareholders as a whole. The Directors unanimously
recommend that shareholders vote in favour of the Resolution to be
proposed at the General Meeting, as they intend to do in respect of
their own beneficial holdings, which amount in aggregate to
681,525Ordinary Shares (representing approximately 0.26 per cent.
of the current issued share capital of the Company).
Expected timetable of principal events
Latest time and date for receipt of completed Forms of Proxy
11:00 a.m. on 11 November 2011
General Meeting 11:00 a.m. on 15 November 2011
Admission and expected commencement of dealing in Placing Shares
expected to commence 8:00 a.m. on 17 November 2011
The following definitions apply throughout this announcement,
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 "Directors" the directors of the Company
"Form of Proxy" the form of proxy for use in connection with the
General Meeting
"FSMA" the Financial Services and Market Act 2000 (as
amended)
"General Meeting" the general meeting of the Company convened
for 11:00 a.m. on 15 November 2011
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placing" the placing of 122,269,051 new Ordinary Shares at 1.50
pence per share
"Placing Agreement" the conditional agreement dated 25 October
2011 between the Company and Panmure Gordon (UK) Limited relating
to the Placing
"Placing Price" 1.50 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing
"Resolution" the resolution set out in the notice of General
Meeting
"UK" the United Kingdom of Great Britain and Northern
Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUVVSRABARUAA
Mid-states (LSE:MST)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Mid-states (LSE:MST)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
