ADVFN.COM PLC
24 January 2002
EMBARGOED TO 7.00 AM 24 JANUARY 2002
ADVFN.COM PLC ('ADVFN' or the 'Company')
Draw down facility for £5 million equity line of credit
ADVFN has today entered into an agreement with GEM Global Yield Fund Limited ('
GEM Global') and GEM Investment Advisors Inc. ('GEM Investment Advisors') which
allows ADVFN to require GEM Global to subscribe in cash for up to £5 million of
new ADVFN ordinary shares over a three-year period. ADVFN is under no
obligation to use any of the facility, but can call upon it whenever it wishes
to. GEM Global is part of the US-based private equity group (the 'GEM Group')
specialising in quoted and unquoted investments.
Commenting on the agreement Clement Chambers, Managing Director of ADVFN said, '
We are very pleased to have secured the line of equity credit with GEM. This is
a lower cost method of raising capital finance than any alternative sources of
equity available to us at the current time, and is a flexible source of capital
that will provide a strong base to our future financing, whilst allowing the
Company to take advantage of growth opportunities as they arise.'
FOR FURTHER INFORMATION PLEASE CONTACT
Clement Chambers, Managing Director, 020 7070 0947
Graeme Thom, Grant Thornton, 020 7383 5100
Thomas Tuttle, GEM Group, 00 1 212 582 3400
Further details of the draw down facility
The Company has entered into an agreement with GEM Global and GEM Investment
Advisors whereby GEM Global will provide ADVFN with up to £5 million in the form
of a draw down facility for an equity line of credit. The equity line of credit
is structured as an option under which the Company may, within the terms of the
agreement, require GEM Global to subscribe, during the following three years,
for new ordinary shares in ADVFN for cash, up to an aggregate subscription price
of £5 million.
The option is exercisable repeatedly by the Company, in respect of such number
of new ordinary shares as the Company may specify on each exercise of the option
and within the limits set out in the agreement. ADVFN retains control of the
amount and timing of any draw down on the credit line, subject to certain
limitations in the agreement and is under no obligation to use all or any of the
facility.
The price payable per new ordinary share will vary on each exercise of the
option and will be based upon 90 per cent. of the average closing bid price
during the 15 consecutive trading days following the relevant exercise of the
option, subject to a minimum price of 1p per new ordinary share.
At any exercise of the option, the Company may ask GEM Global to subscribe for
new ordinary shares equal to a maximum of 350 per cent. of the average daily
trading volume for the 15 trading days immediately preceding the notice of the
exercise. GEM Global will not be obliged to subscribe for more than 50 per
cent. of the new ordinary shares offered at each exercise of the option.
In addition, on the closing of each exercise of the option, GEM Global will also
receive warrants (over and above the amount of any draw down) to subscribe for a
whole number of new ordinary shares which is nearest to being equal to one
quarter of the number of ordinary shares which it actually subscribes pursuant
to the relevant exercise of the option. The subscription price payable for
ordinary shares under the warrants will be the same as the subscription price
per ordinary share payable under the relevant exercise of the option (subject to
adjustment on certain changes in the share capital of the Company). Each
warrant is exercisable at any time during the 3 years following its issue. The
issue of shares pursuant to any warrant is conditional upon such shares being
admitted to trading on AIM. No additional consideration will be paid for the
warrants. The warrants will not be admitted to trading on AIM.
Termination
The equity line of credit may be terminated by GEM Global in certain
circumstances, including (i) if an event occurs which would have a material
adverse effect on the Company or the arrangements; and (ii) if the Company shall
be in breach of the agreement, and such breach is not cured within 5 days
following notice of beach.
Fees
The Company will pay a fee to GEM Investment Advisors of £100,000. The fee is
to be settled by the deduction of one third of the initial draw down amounts
until such fee is paid. The Company has also agreed to pay GEM Global's legal
costs up to a maximum of £10,000.
Information on GEM Global
GEM Group was founded in 1993 and is a US-based private equity group with
offices in New York, London and Beijing. GEM Group has completed over 130
transactions in 13 different countries. As a private investment group, GEM
Group specialises in quoted and unquoted investments. The scope of GEM Group's
activities is both US domestic and international and spans a diverse array of
industries and transactional structures. Each investment is typically made in
exchange for common or preferred equity. GEM Group often provides all funding
or serves as a lead investor.
Application for listing
Application will be made to the London Stock Exchange from time to time for new
ordinary shares which may be issued under the equity credit line to be admitted
to trading on AIM.
The new ordinary shares which may be issued under the equity credit line will
rank pari passu in all respects with the ordinary shares in issue at the date of
issue of the new ordinary shares, including the right to receive a dividend or
other distribution thereafter made, declared or paid.
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
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