TIDMAVIA
RNS Number : 1803R
Avia Health Informatics PLC
23 October 2013
Avia Health Informatics PLC
Restoration to trading, Completion of GBP0.326 million
Placing,
Disposal of Plain Healthcare
Name to be changed to
Cientifica PLC ("Cientifica" or "the Company")
Avia Health Informatics PLC, to be renamed Cientifica Plc,
announces that following admission of the Company's Enlarged Share
Capital to AIM becoming effective earlier today, the Proposals
announced on 25 September 2013 have completed, which inter alia,
involves a Placing of new shares at 2 pence per share, raising
GBP326,000 and the disposal of the Company's wholly owned
subsidiary, Plain Healthcare Limited to Drury Lane, for a
consideration of GBP1.
Cientifica will be an AIM listed investing company focussing on
the acquisition of businesses making use of emerging technologies.
The initial target market is applications of graphene
technology.
-- Graphene is a material that is harder than diamond, has a
tensile strength circa 300x that of steel, better electronic
conductivity than copper and has high thermal conductivity
-- A number of initial acquisition targets identified
-- The Board intend to focus on applications for graphene not production of the material
-- GBP326,000 raised, gross of expenses, to fund the expenses of
the Placing, Disposal, CVA and related costs and for general
working capital purposes
-- Placing Shares represent circa 69.5% of the enlarged equity
Tim Harper, CEO designate, Avia Health Informatics PLC (to be
renamed Cientifica PLC) commented:
"We now have the platform in place to build a substantial
business based on generating revenue and profits from applications
of graphene. Our model is based on having multiple suppliers and
markets. We have a number of initial acquisition targets, each of
which will allow us to enter a different segment of the market.
"We are in the process of recruiting a strong Advisory Board, we
have close co-operation with a number of academic institutions and
we intend to strengthen the Plc Board as and when we acquire
businesses.
"It is our intention to focus on what we can make with graphene
not making graphene".
Save as defined herein, the same definitions apply throughout
this announcement as are applied in the Circular issued by Avia
Health Informatics on 25 September 2013, copies of which are
available on the Company's website, www.ahi-plc.com.
23 October 2013
Avia Health Informatics PLC (to be renamed Cientifica PLC)
Tim Baldwin, Non-Executive Chairman +44 (0) 207 518 4300
Allenby Capital Limited (Nominated Adviser)
Nick Naylor / Mark Connelly +44 (0) 203 328 5656
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams / Heena Karani +44 (0) 207 469 0930
Lothbury Financial Services Limited (Financial Public
Relations)
Michael Padley / Gary Middleton +44 (0) 203 440 7620
Introduction
On 24 June 2013, AHI announced the suspension of trading of its
securities on AIM pending clarification of its financial position.
Subsequently, AHI announced on 19 September 2013 that it proposed
to enter into a CVA, dispose of its operating subsidiary, Plain
Healthcare and adopt a new Investing Policy pursuant to Rule 15 of
the AIM Rules. Further to this the Company announced a proposed
change of name to Cientifica Plc and a Placing.
Consequently, the Company issued a Circular to Shareholders
setting out the background to and the reasons for the Proposals and
seeking Shareholders' approval of them. At a General Meeting on 16
October 2013, at the offices of Peterhouse Corporate Finance
Limited, 31 Lombard Street, London EC3V 9BQ, the Resolution to
approve the Proposals was duly passed.
The Report and Accounts of AHI in respect of the financial year
ended 31 March 2013 were posted to Shareholders yesterday and are
available on the Company's website, www.ahi-plc.com. It is intended
that the Annual General Meeting of the Company will be held at the
offices of Welbeck, 30 Percy Street W1T2DB at 10.00 a.m. on 21
November 2013.
The Placing monies will be applied to pay a GBP50,000 novation
fee to Plain Healthcare and to settle amounts due to outstanding
creditors under the CVA. The remaining net proceeds will be applied
towards paying the expenses of the Placing, settling the costs of
the CVA, providing the Company with sufficient working capital for
Re-admission to occur and to allow the Company, as an investing
company on AIM and as far as is possible, to pursue its proposed
Investing Policy, further details of which are set out below.
The Placing
Pursuant to the Placing, 16,300,000 new Ordinary Shares, have
been conditionally placed at GBP0.02 per Placing Share with new
investors, to raise gross proceeds of GBP326,000. Following
completion of the Placing, the Placing Shares, in respect of the
Minimum Funds, will represent 69.5 per cent. of the Enlarged Share
Capital (23,449,023 Ordinary Shares). The net proceeds of the
Placing, which are estimated to amount to GBP241,000 will be used
to meet the costs of the CVA, settling amounts due to outstanding
creditors under the CVA, paying the expenses of the Placing and
provide the Company with sufficient working capital to allow it to
continue to trade as an investing company on AIM and as far as is
possible, to pursue its Investing Policy, further details of which
are set out below.
The Placing Shares have been placed with independent,
unconnected persons, whose individual holdings do not exceed 29.99
per cent. of the Enlarged Share Capital.
Following completion of the Placing, the New Directors (as
defined below) believe that the Company has sufficient working
capital to allow the Company, as an Investing Company on AIM, to
pursue its proposed Investing Policy. It is expected that
additional funds will need to be raised in due course.
Appointment of Broker
Peterhouse have been appointed as Broker to the Company with
immediate effect.
In consideration for the introduction to the Company of
subscribers for the Placing Shares Peterhouse has been issued with
a warrant over 3 per cent. of the Company's issued share capital at
the date of Readmission, exercisable at the Placing Price and for a
period of 3 years. In addition, the Company has issued Peterhouse
625,000 new Ordinary Shares in lieu of fees.
Change of Name
It is expected the Company's change of name to Cientifica PLC
will become effective in the near future and a further announcement
will be made as and when appropriate.
New Board
Timothy Baldwin, Timothy Harper and Rod Venables have joined the
Board with effect from today (the "New Directors") and Roger
Lane-Smith, Jeremy Dale and Tim Morris have resigned from the Board
with immediate effect.
Timothy Edward Baldwin, aged 49 - Non-Executive Chairman
Timothy is currently, amongst others, an Executive Chairman of
TXO Plc, an AIM-quoted oil & gas exploration and production
company, a director of Alpha Prospects Plc and Hill Street
Investments Plc, which are investment holding companies and a
director of Equity For Growth (Securities) Limited, which is
regulated by the Financial Conduct Authority. Timothy has
experience of AIM companies as both an adviser and as a director.
He has extensive knowledge of oil and gas and mining companies. By
training, Timothy is an investment analyst having worked in the
City with Canaccord Capital and Investec as a corporate broker.
Current Directorships/Partnerships Past Directorships/Partnerships
Hill Street Investments PLC IM Minerals Limited
East African Oil Company Limited Ram Active Media PLC
Equity for Growth (Securities) Limited Trainfx Limited
Silk Road Minerals Limited Equity For Growth Limited
Silk Route Resources Limited GBIN Limited
Ram Vision Limited Silk Road & Gas Limited
TXO PLC TEB Investments Limited
Alpha Prospects PLC New Planet Investments Limited
Tasmania Oil and Gas Limited Pathfinder Minerals PLC
East African Minerals Limited
Scin Distribution Limited
Financial Business Information Network Limited
Artificial Intelligent Limited
The Carbon Advisory Limited
Menzanillo Limited
ORA Therapy Limited
Soment Limited
Coal For Growth Limited
Artificial Intelligence Group Limited
World Artificial Intelligence Limited
Finmore Limited
Timothy Ewing Harper, aged 51 -Non-Executive Director
Timothy Harper is a former European Space Agency engineer and
entrepreneur. He has founded a number of materials based companies
including nanotechnology, scientific instruments and sustainable
construction. He has advised and chaired a number of national
nanotechnology initiatives and was a founding member of the World
Economic Forum's Global Agenda Council on Emerging
Technologies.
Current Directorships/Partnerships
Cientifica Limited
Cientifica + Limited
Rodney Guy Venables, aged 57 - Non-Executive Director
Rod Venables qualified as a solicitor in 1981 and worked for a
number of years in private practice, specialising in company and
commercial law, before moving to the financial services sector.
Since 1987, he has worked in corporate finance and corporate
broking with a number of stockbroking and advisory firms, including
Greig Middleton & Co Limited, Old Mutual Securities Limited,
Allenby Capital Limited and Northland Capital Partners Limited,
focusing on equity capital markets and, in particular, the AIM
market. Over the last 25 years, he has advised both private and
public companies, based in the UK and overseas. He has experience
across a wide range of sectors but, in recent years, he has focused
on the resources, technology and support services sectors.
Past Directorships/Partnerships
Allenby Capital Limited
There are no other matters under paragraph (g) of Schedule 2 of
the AIM Rules to be disclosed in respect of the New Directors.
Investing Policy
The Company will seek to acquire and build businesses making use
of emerging technologies and advanced materials. These are
typically businesses at an early revenue stage where the technology
has been proven but not scaled up to meet emerging market demand.
The Company focus will be on applications of graphene,
nanotechnology and industrial biotechnology, with markets ranging
from chemicals, aerospace and microelectronics to smart and
sustainable buildings.
The Company may invest by way of purchasing quoted shares in
appropriate companies, outright acquisition or by the acquisition
of assets, including the intellectual property, of a relevant
business, or by entering into partnerships or joint venture
arrangements. Such investments may result in the Company acquiring
the whole or part of a company, asset or project. The Company's
investments may take the form of equity, debt and convertible
instruments. The Company may make indirect investments via quoted
companies, unquoted companies seeking a public quotation and
candidates for reverse transactions into quoted investment
companies. The Company may invest in these types of opportunities
through acquisitions, partnerships, joint venture arrangements, as
finance for management buy-outs or buy-ins, as finance for pre-IPO,
seed and underwriting positions.
The Company expects to be an active investor in situations where
the Company can make a clear contribution to the progress and
development of the investment. In respect of other, principally
more substantial opportunities, the Company expects to be a passive
investor.
The Company intends to invest for the medium to long-term.
However, should an opportunity arise to realise its investments in
the shorter term, the Company will consider these on a case-by-case
basis and seek to maximise value for shareholders. The Company
intends to utilise industry experts in the analysis of proposed
investments, and it is intended that the decision making process
will be a collegiate, team-based approach, driven by intrinsic
value or informed opinion.
The New Directors confirm that, as required by the AIM Rules,
they will at each Annual General Meeting of the Company seek
Shareholder approval of its Investing Policy.
Following on from adopting an Investing Policy, the Company will
be required to make an acquisition or acquisitions which constitute
a reverse takeover under the AIM Rules or otherwise implement its
Investing Policy within 12 months of the General Meeting, failing
which the Ordinary Shares would then be suspended from trading on
AIM. If the Investing Policy has not been implemented within 18
months of the General Meeting trading in the Ordinary Shares on AIM
will be cancelled and the Board will convene a general meeting of
the Shareholders to consider whether to continue seeking investment
opportunities or to wind up the Company and distribute any surplus
cash back to Shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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