INFS Infoserve

 

TIDMINFS 
 
RNS Number : 8088C 
Infoserve Group PLC 
20 November 2009 
 

Infoserve Group Plc 
 
 
Proposed new loan facilities and conversion of debt into equity 
 
 
Infoserve Group Plc ("Infoserve" or the "Company") is pleased to announce that 
it has reached agreement in principle with David Hood, the Company's major 
shareholder and a non-executive director of the Company, on the terms by which 
David Hood will provide additional funding for Infoserve and for the conversion 
of part of the Company's existing indebtedness to David Hood into new equity in 
the Company (the "Proposals").  The Proposals are subject to the negotiation and 
execution of legally binding contractual documentation.  A further announcement 
will be made when these agreements have been entered into. 
 
 
Under the Proposals, David Hood will provide additional funding to the Company 
amounting to GBP0.8 million, comprising a loan, which would be available for 
immediate drawdown, of GBP0.55 million and a further facility of GBP0.25 million 
to be made available in the event of the Company's existing overdraft facility 
being withdrawn.  The interest rate on both the new loan and the further 
facility would be 10% per annum.  In addition, David Hood has agreed to the 
continued deferment of payments due to himself and his associate companies, 
amounting to GBP0.30 million and the writing off of other sundry trading 
liabilities amounting to GBP50,000. 
 
 
These new funding arrangements will enable the Group to continue to fund its 
ongoing and improving trading activities and to pursue other growth 
opportunities available to it. 
 
 
As part of the Proposals, the Company is proposing to issue 40 million new 
ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") to 
David Hood at an issue price of 5p per share in satisfaction of loans to the 
value of GBP2 million, currently owing by the Company to David Hood. 
The effect of the Proposals will be to increase David Hood's interest in the 
ordinary share capital of the Company from 46.86% to 82.84% and to reduce the 
value of the loans outstanding from David Hood to the Company, which at 31 
October 2009 amounted to GBP3.52 million, by GBP1.45 million (or GBP1.2 million 
if the further facility is taken up). 
 
 
The Company intends to seek a waiver from the Panel on Takeovers and Mergers of 
the obligation that would otherwise arise, as a result of the issue of the new 
Ordinary Shares, for David Hood to make an offer to acquire all of the Ordinary 
Shares not already owned by him.  If granted, any such waiver would be subject 
to approval of independent shareholders. 
 
 
A circular setting out details of the Proposals and convening a General Meeting 
of the Company for this purpose will be sent to shareholders as soon as legally 
binding contracts have been entered into. 
 
 
 
 
For further information, please contact: 
 
 
+--------------------------------------+---------------------------------+ 
| Infoserve Group plc                  | www.infoservegroup.com          | 
| Steve Barnes, Chief Executive        | Tel:  0113 238 6200             | 
| steve.barnes@infoserve.com           |                                 | 
+--------------------------------------+---------------------------------+ 
| Jonathan Simpson, Finance Director   | Tel:  0113 238 6200             | 
| jonathan.simpson@infoserve.com       |                                 | 
|                                      |                                 | 
+--------------------------------------+---------------------------------+ 
| Nominated Adviser                    | Tel:  0161 832 2174             | 
| WH Ireland Limited                   |                                 | 
| Robin Gwyn                           |                                 | 
+--------------------------------------+---------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCDGMMMVLDGLZM 
 

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