Placing/Board Changes
Buckland Group PLC
06 June 2007
Buckland Group plc ('Buckland' or the 'Company')
Placing of up to 12,857,142 New Ordinary Shares, Proposed share capital
reorganisation, Proposed Change of Name, Conversion of Loan Notes, Acquisition
of Gasignition limited, Board Changes, Exchange of Loan Notes and outstanding
debt for shares and Notice of Extraordinary General Meeting
The Board of Buckland is pleased to announce today that it proposes to raise up
to £900,000 through a placing ('Placing') of up to 12,857,142 new ordinary
shares of 1p each ('New Ordinary Shares') at 7p per share (equivalent to 0.07
pence per existing ordinary share of 0.01p each ('Existing Ordinary Share')) and
that it has received placing applications from investors for £600,000 under the
Placing, conditional only on admission. The Company also proposes to acquire
Gasignition Limited, a number of board changes, a share capital reorganisation,
the exchange of loan notes and debt for New Ordinary Shares and a proposed
change of name.
DETAILS OF THE ACQUISITION
The Company has agreed to acquire Gasignition Limited, which was established in
2006 by Mr Palmer and Mr Sharples and acquired the gas igniter business from the
administrators of Buccleuch Engineering in September 2006. The objective had
been for Gasignition to acquire the business from the administrators of
Buccleuch Engineering with the intention to integrate Gasignition into the
Buckland Group when funds became available.
Gasignition products are already being sub-contract assembled in Buckland's Thai
factory. They are sold to gas boiler and industrial customers and the business
is highly synergistic with Buckland's existing business. As at 30 April 2007
Gasignition had gross assets of £190,382 and as at 31 March 2007 made a loss of
£8,352.
Under the sale agreement dated 6 June 2007 between the Company (1) and Mr
Palmer, Mr Sharples and Consortia Trustees Limited (as trustee of the Philip
Palmer Trust) (the 'Vendors') (2), the Company has agreed to acquire the entire
issued share capital of Gasignition for a consideration valued at £150,000 which
is to be satisfied in full by the issue to the Vendors of 2,142,857 New Ordinary
Shares of the Company at an issue price of 7 pence per share. Mr Palmer and
Mr Sharples will have converted all of their loans to Gasignition, totalling
£100,000, into shares of Gasignition prior to the acquisition.
The acquisition of Gasignition by the exchange of the shares of Gasignition held
by the Vendors, two directors of the Company, for Ordinary Shares of the Company
qualifies as a related party transaction under the AIM Rule 13.
Mr Christopher Foster and Mr Kevin Baker, the independent directors of the
Company, having consulted with Seymour Pierce, the Company's Nominated Adviser,
consider that the terms of the acquisition are fair and reasonable insofar as
the Shareholders are concerned.
DETAILS OF THE PLACING
The Company is proposing to raise approximately £900,000 (before expenses) thr
ough a conditional placing of 12,857,142 New Ordinary Shares ('Placing Shares')
at 7 pence per share (equivalent to 0.07 pence per Existing Ordinary Share). At
the date of this document, placing applications have been received from
investors to subscribe for 8,571,428 Placing Shares at the Placing Price
conditional only on Admission to raise £600,000. The Placing remains open until
25 June 2007, to enable those prospective investors that have not yet completed
their placing applications to do so in respect of the balance of the Placing
Shares. The placing applications that have been received are sufficient to meet
the minimum funding requirement of the Placing, which will proceed whether or
not further applications are received for the full amount that is being sought.
Philip Palmer has applied for 278,571 Placing Shares at a total Placing Price of
£19,500 and Christopher Foster has applied for 1,557,143 Placing Shares at a
total Placing Price of £109,000.
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. Dealings in the Placing Shares are expected to
commence on 2 July 2007.
USE OF PROCEEDS
The proceeds of the placing will be used to pay overdue creditors, allow extra
stock to be made so that the currently expensive air-freighting can be
eliminated, and leave a cash surplus for additional working capital. This will
enable currently high financing costs to be reduced and better terms from
suppliers to be negotiated. It will also provide a platform to make a further
acquisition(s) without recourse to further fund raising.
EXCHANGE OF LOAN NOTES AND OUTSTANDING DEBT FOR SHARES
Buckland has total outstanding loans and accrued interest amounting to about
£530,000, plus about £150,000 of overdue corporate creditors. The Board believes
it is in Shareholders' best interests to exchange a substantial proportion of
this indebtedness into New Ordinary Shares at the Placing Price. Agreement has
been reached with creditors for about £510,000 of this outstanding indebtedness
to be applied in subscribing for an aggregate of 7,285,714 New Ordinary Shares
at a price of 7p per share on completion of the Proposals.
Of the creditors undertaking the debt for equity swap, £30,100 is owed to Leon
Sharples and is therefore to be treated as a related party transaction pursuant
to the AIM Rules. In addition, it has been agreed that the amount of £28,000
owed by the Company to Mr Sharples under the £125,000 12% 2006 Loan Note
Instrument of the Company will be converted into New Ordinary Shares at 7p per
share. The Directors (other than Mr Sharples), having consulted with the
Nominated Adviser, consider that the term of the proposed debt for equity swap
with Mr Sharples are fair and reasonable insofar as Shareholders are concerned.
This equity for debt exchange, complied with the Placing will provide the
financial stability of a substantially positive balance sheet net worth, with
negligible debt other than bank finance against trade debtors
BOARD CHANGES
The Board announces the appointment of Christopher Kenneth Foster and Kevin
Baker to the board of the Company.
Christopher Kenneth Foster, Non-Executive Director (aged 57)
Christopher was one of the founder directors of Chase Corporation plc in 1985,
which were responsible for an acquisition programme which centred on the
purchase of five publicly listed companies which were subsequently acquired by
Trafalgar House plc for £197 million in 1987, where he was retained as a
financial adviser. He became a director of Wiggins Group in 1993 and held board
responsibility for corporate activities and investor relations. He resigned in
March 2005. He has also held other directorships in both listed and unquoted
companies.
On 6 June 2007, the Company and Mr Foster entered into a letter of engagement,
pursuant to which Mr Foster is to be appointed non-executive director of the
Company at an annual fee of £30,000. The appointment may be terminated by either
party on 12 months' written notice.
Kevin Baker (aged 56)
Kevin Baker graduated a Bachelor of Technology in Industrial Management and
Engineering from the Massey University in New Zealand in 1974. He served as the
Chief Executive of Thai Universal Office Products Ltd from 1997 to 2005 during
which time he helped to increase the turnover of that company from 70 million
Thai Baht to 430 million Thai Baht. Prior to that, Mr Baker had held managerial
positions with manufacturing and other companies.
Kevin Baker took over as General Manager of the Thai factory in April 2005 and
has since transformed the operation of the factory. As all manufacturing is now
in Thailand it is entirely appropriate that he is elevated to the Board.
The Company and Mr Baker are to enter into a service agreement on completion of
the Proposals, pursuant to which Mr Baker will be employed on a full-time basis
as an executive director of the Company. Mr Baker's salary is 200,000 Thai Baht
plus $US45,000 (approximately £60,300 per annum) plus benefits. The service
agreement is to be terminable by either party on 3 months' written notice.
In addition to directorship of the Company, Mr Foster holds or has held the
following directorships or has been partners in the following partnerships
within the 5 years prior to the date of this document:
Current directorships Past directorships
Christopher Syndicated Minerals + Planestation Group Plc
Foster Resources plc
Manzanillo plc Charles F. Hunter (Leisure)
Limited
Wiggins Management Services
Limited
Tomorrows Leisure Limited
Kent International Airport
(Holdings) Limited
Kent International Business Park
Limited
Duskwave Property Limited
Wiggins Investments Limited
Wiggins St Johns Limited
London City Racecourse Limited
Wiggins City Clubs Limited
Planestation Limited
Wiggins Fairfield Limited
Manston Car Parks Limited
Ken International Airport Limited
Wiggins Castle Wharf Limited
Wiggins Cathedral View Limited
Project Ventures Limited
Kent International Travel Limited
Wiggins Leisure Limited
C.S. Wiggins & Sons Limited
Pool Garrett Builders Limited
Wessex Builders Guild Limited
Norham Investments Limited
Emptico Limited
Wiggins Estates Limited
Norham Multi Leisure Limited
Selltime Limited
Gudgeon Construction Limited
Wiggins Property Developments
Limited
Planestation Management Services
Limited
Planestation International Leasing
Limited
Kingsbury (Cinema) Limited
Wiggins (Liverpool) SPV Limited
Wiggins (Burford) SPV Limited
Mr Foster was a Director of Planestation Group Plc ('Planestation') (formerly
Wiggins Group Plc), a listed company, and certain of its subsidiaries until 22
March 2005, Planestation and its subsidiaries went into administration in July
2005 and liquidation in January 2007. As at July 2005 Planestation Group Plc had
bank borrowings of some £22 million. One of Planestation's subsidiaries, Manston
Airport Ltd, was subsequently sold for £17 million.
There is no further information to be disclosed under Schedule 2 paragraph G of
the AIM Rules in relation to either Mr Foster or Mr Baker.
OPTIONS AND WARRANTS
New option arrangements are to be introduced for the directors to recognise
their contribution to the implementation of the proposals described in this
announcement ('Proposals') and to provide an incentive to deliver an improvement
in the value of the New Ordinary Shares. To this end the Company is to grant,
subject to the Proposals, new options to the Directors. These options are to
carry the right to subscribe for New Ordinary Shares at the Placing Price
exercisable at any time in the period of ten years commencing on completion of
the Proposals. The options cease to be exercisable 6 months after the person
concerned ceases to be a director of the Company for any reason. The New
Ordinary Shares to be issued under the options are to be adjusted on
capitalisation or on a restructuring of the share capital, but are not affected
by any further issues of shares. The options may not be transferred.
These options are to be granted to the Directors in respect of the members of
Ordinary Shares shown opposite their respective names below:
Name No. of New Ordinary Shares
Philip Palmer 857,142
Kevin Baker 357,142
Christopher Foster 357,142
Leon Sharples 357,142
In addition to the option rights referred to above, the Board has determined
that further options to subscribe for New Ordinary Shares are to be granted to
Mr Foster to recognise his efforts in assisting the Company in co-ordinating the
Placing. Mr Foster is not to be paid any fees in cash in this respect (in order
to conserve the cash resources of the Company), but rather will be granted an
option to subscribe for 500,000 New Ordinary Shares at 1p per share (so that the
difference between the exercise price and the Placing Price for the New Ordinary
Shares the subject of this Option amounts to £30,000). This option is otherwise
on the same terms as the options granted to the Directors mentioned above.
Mr Palmer took over responsibility as the Executive Chairman in February of this
year and has continued to act in this capacity without additional remuneration
as has Mr Sharples. In recognition of their contribution the Directors have
agreed to grant to Mr Palmer and to Mr Sharples additional options under which
each of them is entitled to subscribe for 450,000 New Ordinary Shares at 1p per
share (so that the difference between the exercise price and the Placing Price
for the New Ordinary Shares the subject of this option amounts to £27,000 in
each case). These options are otherwise on the same terms as those granted to
the Directors mentioned above.
Share capital reorganisation
The Board is concerned at the negative market sentiment regarding penny shares
and believes that many smaller investors have been deterred from dealing
Ordinary Shares as a result of the high bid-ask spread (which is currently in
the region of 15 per cent). It is therefore proposed that every 100 Existing
Ordinary Shares be consolidated into one New Ordinary Share. Based on price of
0.072 pence per existing Ordinary Share as at 4 June 2007 (the latest
practicable date before the posting of this document), this implies a price per
New Ordinary Share of about 7 pence.
Unless your holding of Ordinary Shares is exactly divisible by 100, you will be
left with a fractional entitlement to the redesignated ordinary shares. These
fractional entitlements will be aggregated and sold by the Company. Because the
proceeds of the sale which would be due to each Shareholder will be so small
(less than 7 pence), and the costs of issuing individual cheques to Shareholders
relatively so great, the proceeds of the sale will be retained by the Company
and used to offset the cost of undertaking the Share Capital Reorganisation.
New share certificates will be issued following the Share Capital Reorganisation
representing the New Ordinary Shares or in the case of uncertificated holders,
CRESTCO Limited will be instructed to credit the CREST participant's account
with the New Ordinary Shares.
The New Ordinary Shares will have the same rights as those currently accruing to
the Existing Ordinary Shares under the Company's Articles of Association,
including those relating to voting and entitle the way in which Shareholders buy
or sell Ordinary Shares has not been affected by the approval of the proposals
set out in this document.
Shareholders or prospective investors in the Company should consult their
professional advisers on whether an investment in an AIM security is suitable
for them, or whether the tax treatment of shares traded on AIM is suitable for
them, in both cases dependent on their personal circumstances.
CHANGE OF NAME
The Directors propose that the name of the Company be changed to 'Cinpart plc'
extraordinary general meeting
A circular, including Notice convening an Extraordinary General Meeting of the
Company at which the Resolutions will be proposed to restructure the share
capital of the Company and to change the name of the Company, is being sent to
shareholders today.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Form of Proxy 10:00 a.m. on 27 June
2007
Extraordinary General Meeting 10:00 a.m. on 29 June
2007
Latest time and date for dealings in Existing Ordinary 4.30 p.m. on 29 June
Shares 2007
Record Date for Share Capital Reorganisation 5.00 p.m. on 29 June
2007
Admission and Dealings in New Ordinary Shares expected 8.00 a.m. on 2 July
to commence 2007
Despatch of share certificates for New Ordinary Shares By 16 July 2007
Copies of the Circular will be available free of charge from the offices of
Seymour Pierce Limited, 20 Old Bailey, EC4M 7EN for one month from today.
For further information please contact:
Christopher Foster 07921 587 471
Director
John Depasquale Seymour Pierce Limited 020 7107 8010
This information is provided by RNS
The company news service from the London Stock Exchange
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