SID Silverdell

 

TIDMSID 
 
RNS Number : 3998R 
Silverdell PLC 
29 April 2009 
 

 
 
Silverdell Plc 
(the "Company" or "Silverdell") 
 
 
 
 
Placing to raise GBP5.5m and posting of circular to shareholders 
 
 
 
 
Further to the announcement on 7 April 2009, the Company today announces that it 
has raised GBP5.5m (before expenses), by means of the issue of 110,000,000 new 
ordinary shares in the Company (the "Placing Shares") at 5 pence per new 
ordinary share (the "Placing"). 
 
 
As previously announced, the Company is undertaking the Placing to fund the 
repayment of the short term loan facility of GBP3.25m referred to below (which 
will be due for repayment by 30 June 2009) and to provide the Company with 
additional resources to fund its working capital requirements. Without the 
proceeds of the Placing it is unlikely that the Company would have sufficient 
cash resources on or before 30 June 2009 to repay the short term facility 
referred to above. 
 
 
The issue of the Placing Shares is subject to shareholder approval at a general 
meeting which will include 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), the admission of the Placing Shares to 
trading on AIM ("Admission") and the issue of a warrant (the "Warrant") to 
Barclays Bank PLC ("Barclays") in connection with the revised facilities to be 
entered into between Barclays and the Company (the "Revised Facilities") further 
details of which are set out below. 
 
The Company is today posting a circular to shareholders convening a general 
meeting of the Company to be held at 9.00 am on Friday 15 May 2009 to consider 
and, if thought fit, pass resolutions to approve, inter alia, the Placing and 
the grant of the Warrant. Pursuant to Rule 26 of the AIM Rules, a copy of the 
circular will be made available on the Company's website (www.silverdell.plc.uk) 
later today. 
 
 
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 Monday 18 May 2009. 
 
 
The following parties, each being deemed a Related Party under the AIM Rules, 
will subscribe in the Placing as set out below: 
 
 
+------------+------------+------------+-------------+-------------+------------+ 
| Name       |  Number of | Percentage |   Number of |   Number of | Percentage | 
|            |   existing |         of |     Placing | shares held |  of shares | 
|            |     shares |   existing |      Shares |          on |    held on | 
|            |    held in |     shares |  subscribed |  completion | completion | 
|            |        the |    held in |         for |      of the | of Placing | 
|            |    Company |        the |             |     Placing |            | 
|            |            |    Company |             |             |            | 
+------------+------------+------------+-------------+-------------+------------+ 
|            |            |            |             |             |            | 
+------------+------------+------------+-------------+-------------+------------+ 
| Marwyn     | 12,899,999 |       31.0 |  21,970,500 |  34,870,499 |       23.0 | 
| Neptune    |            |            |             |             |            | 
| Fund LP    |            |            |             |             |            | 
|            |            |            |             |             |            | 
+------------+------------+------------+-------------+-------------+------------+ 
| Sean       |    508,018 |        1.2 |   2,790,000 |   3,298,018 |        2.2 | 
| Nutley     |            |            |             |             |            | 
| (Director) |            |            |             |             |            | 
+------------+------------+------------+-------------+-------------+------------+ 
 
 
In addition various directors of the subsidiaries of Silverdell, who are also 
each deemed to be a Related Party under the AIM Rules, have subscribed for 
6,660,000 Placing Shares in aggregate as follows: DT Spicer (4,000,000 Placing 
Shares); B Giddings (100,000 Placing Shares); C Pearce (100,000 Placing Shares); 
P Harris (200,000 Placing Shares); M Smith (60,000 Placing Shares); D Rhodes 
(200,000 Placing Shares); A Griffiths (200,000 Placing Shares); M Roberts 
(300,000 Placing Shares); W Farmer (300,000 Placing Shares); A Woodall (40,000 
Placing Shares); N Ferguson (40,000 Placing Shares); S Astley (60,000 Placing 
Shares); P Dolan (500,000 Placing Shares); and A Watson (560,000 Placing 
Shares). 
 
 
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. 
 
 
The Placing Shares, when issued, will represent approximately 72.5% of the 
Company's enlarged issued share capital following completion of the Placing. 
 
 
 
 
The Revised Facilities 
 
 
The board of Silverdell has reached agreement in principle with Barclays in 
relation to the Revised Facilities, which will be entered into prior to 
Admission. 
 
 
The Revised Facilities comprise a short term facility of GBP3.25m due for 
repayment on or before 30 June 2009, a GBP5.95m amortising term loan due for 
repayment on or before 31 December 2011, a GBP2.0m bullet term loan due for 
repayment on 31 December 2011 and a GBP2.0m overdraft facility. 
 
 
As part of the Revised Facilities, the Company will grant a warrant to allow 
Barclays to subscribe for up to 10% of the Company's enlarged share capital 
following completion of the Placing. The subscription price of each new ordinary 
share to be issued pursuant to the Warrant is the Placing Price. The Warrant has 
an eight year life expiring around June 2017 and its terms provide for a 
prorated reduction in the percentage of the enlarged share capital that can be 
subscribed for from 10% to a minimum of 5% to the extent that the Company 
applies surplus proceeds of the Placing, after repaying the GBP3.25m short term 
facility, in discharge of the Revised Facilities by 30 June 2009. 
 
 
Enquiries: 
 
 
 
 
+----------------+---------------------------------+----------------------+ 
| Hugh Field     | Collins Stewart Europe Limited  |   Tel: 020 7523 8350 | 
|                | (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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ROIPUUBUCUPBGAB 
 

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