Placing Announcement
07 April 2009 - 8:00AM
UK Regulatory
TIDMSID
RNS Number : 2360Q
Silverdell PLC
07 April 2009
Silverdell Plc
(the "Company" or "Silverdell")
Placing to raise up to GBP5.5 million
Introduction
Further to the announcement on 31 March 2009, the Company today announces that
it is undertaking a placing to raise up to GBP5.5 million (before expenses), by
means of the issue of up to 110,000,000 new ordinary shares in the Company (the
"Placing Shares") at 5 pence per ordinary share (the "Placing"). The issue of
the Placing Shares will be subject to shareholder approval at an EGM, which is
currently expected to be held on or around 30 April 2009.
The Company has to date received written commitments under the Placing for
80,000,000 Placing Shares, which equates to proceeds of GBP4.0 million (before
expenses).
The Board also announces the appointment yesterday of Stuart Doughty as
Executive Chairman of the Company and the resignation yesterday of David
Williams as a director of the Company with immediate effect.
The Placing
As noted in the Company's report and accounts for the year ended 30 September
2008 (the "Report"), published on 31 March 2009, the Company had as at long
term debt of GBP11.2m which was expected to mature in 2011 and short term
borrowings of GBP3.2m.
As also noted in the Report, subsequent to the year end, the Company has agreed
revised facilities with its lender, Barclays Bank PLC, including the
re-structuring of existing facilities, re-profiled repayments and revised
covenants (the "Revised Facilities"). The Revised Facilities will include a
short term facility of GBP3.25m, which is due for repayment on 30 June 2009, and
it was noted in the Report that this would be repaid from the proceeds of a
planned equity placing in 2009. This short term facility will be repaid from the
net proceeds of the Placing given the commitments received to date.
The balance of the net proceeds of the Placing will be used in the first
instance for working capital purposes and may thereafter be used towards the
repayment of the Revised Facilities.
The issue of the Placing Shares is subject to shareholder approval at an EGM,
including a capital reorganisation of the Company's existing ordinary shares of
10p each to allow the new ordinary shares to be issued at less than their
current nominal value ("Capital Reorganisation") and the admission of the
Placing Shares to trading on AIM.
To date, the following parties, each being deemed a Related Party under the AIM
Rules, have committed to subscribe in the Placing:
+------------------+------------------+------------------+------------------+
| Name | Number of | Number of | Number of |
| | existing shares | existing shares | Placing Shares |
| | held in the | held in the | committed to |
| | Company | Company | subscribe |
+------------------+------------------+------------------+------------------+
| | | | |
+------------------+------------------+------------------+------------------+
| Marwyn Neptune | 12,899,999 | 30.97% | 1,073,525 |
| Fund LP | | | |
+------------------+------------------+------------------+------------------+
| Sean Nutley | 508,018 | 1.2% | 5,000,000 |
| (Director) | | | |
+------------------+------------------+------------------+------------------+
With the exception of Sean Nutley who is participating in the Placing, the
directors of Silverdell consider, having consulted with Collins Stewart Europe
Limited (the Company's nominated adviser), that the terms of the Placing are
fair and reasonable insofar as the shareholders of the Company are concerned.
Application will be made for the admission of the Placing Shares to trading on
AIM and it is expected that dealings in the Placing Shares will commence at 8.00
a.m. on Wednesday 6 May 2009.
If all 110,000,000 Placing Shares were to be issued, they would represent
approximately 72.5% of the Company's enlarged issued share capital.
Appointment of Stuart Doughty
Stuart Doughty, CMG, has today been appointed Executive Chairman of Silverdell.
From 2001 to 2005, Mr Doughty served as chief executive officer of Costain Group
Plc. He has over 40 years' experience in the construction industry, including
positions as non-executive chairman of Alstec Group Limited, non-executive
chairman of Beck & Pollitzer Limited, non-executive chairman of Kennedy
Construction Group Limited, director of Hyder Plc, director of Alfred McAlpine
Construction Limited, director of Tarmac Construction Limited and managing
director of John Laing Construction Limited.
Currently Mr Doughty serves as Chairman of Somero Enterprises, Inc., senior
non-executive director of Scott Wilson Group Plc (where he is chairman of the
Remuneration Committee and a member of the Audit and Nominations Committees) and
as senior non-executive director of Aigis Blast Protection Limited.
He holds a Bachelor of Science in Civil Engineering from Cardiff University and
is a Chartered Engineer and a Fellow of the Institution of Civil Engineers.
Revised Banking Facilities
As part of the agreement with Barclays Bank PLC in respect of the Revised
Facilities, the Company will enter into a warrant instrument with the bank (the
"Warrant"), whereby the Company has agreed to allow the bank to subscribe for up
to a maximum of 10% of the Company's issued share capital as enlarged by the
Placing ("Enlarged Share Capital"). The Warrant will have an 8 year life and its
terms will contain provisions that operate to reduce the percentage of the
Enlarged Share Capital that can be subscribed for from 10% to not more than 5%
of the Enlarged Share Capital to the extent that the Company applies any of the
surplus proceeds of the Placing, after repaying the short term facility, in
discharge of the Revised Facilities.
Shareholder Meeting
It is expected that a circular convening the EGM of the Company to approve,
inter alia, the Capital Reorganisation, the issue of the Placing Shares, and the
entering into of the Warrant will be sent to shareholders on or around 14 April
2009.
Enquiries:
+----------------------+---------------------------+----------------------+
| Hugh Field | Collins Stewart Europe | Tel: 020 7523 8350 |
| | Limited (Nomad) | |
| | | |
+----------------------+---------------------------+----------------------+
Collins Stewart Europe Limited ("Collins Stewart") which is regulated in the
United Kingdom by The Financial Services Authority is acting for the Company in
relation to the matters described in this announcement and is not advising any
other person, and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Collins Stewart
or for providing advice in relation to the matters described in this
announcement.
Disclosures under AIM Rules
Stuart John Doughty (aged 65) holds or has held the following directorships and
is or was a member of the following partnerships during the past five years:
+----------------------------------+---+----------------------------------+
| Current Directorships / | | Past Directorships / |
| Partnerships: | | Partnerships: |
+----------------------------------+---+----------------------------------+
| | | |
+----------------------------------+---+----------------------------------+
| Aigis Blast Protection Limited | | Beck Pollitzer Engineering |
| | | Holdings Limited |
+----------------------------------+---+----------------------------------+
| Hawford Lodge School Limited | | C.G. Nominees Limited |
+----------------------------------+---+----------------------------------+
| Paramount Productions Limited | | Costain Group Plc |
+----------------------------------+---+----------------------------------+
| Paramount Performance Tuning | | National Road Operators Limited |
| Limited | | |
+----------------------------------+---+----------------------------------+
| Scott Wilson Group Plc | | Renown Investments (Holdings) |
| | | Limited |
+----------------------------------+---+----------------------------------+
| Somero Enterprises, Inc. | | Richard Costain Limited |
+----------------------------------+---+----------------------------------+
| The King's School, Worcester | | Westminster Plant Co. Limited |
+----------------------------------+---+----------------------------------+
There are no further disclosures required under paragraph (g) of Schedule Two of
the AIM Rules for Companies in respect of Mr Doughty.
=-ENDS--
This information is provided by RNS
The company news service from the London Stock Exchange
END
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