Fund Raising by the Company
Baydonhill PLC
08 May 2007
Baydonhill Plc
Fund Raising by the Company
The directors of Baydonhill Plc ('Baydonhill' or 'Company') ('Directors') are
pleased to announce that the Company has raised £524,000 by way of a placing of
9,113,042 new ordinary shares of 1 pence each in the Company ('Ordinary Shares')
at 5.75 pence per share with Ekwienox FX Limited ('Ekwienox') and certain
Directors ('Placing') pursuant to investment agreements ('Investment
Agreements'). The Directors believe that the Placing and Convertible Loan, as
described below, will provide additional working capital in order for the
Company to trade until it becomes cash flow generative.
The Company today signed a three year convertible loan facility agreement,
making available a further £476,000 by way of a convertible loan ('Convertible
Loan') advanced by Ekwienox ('Convertible Loan Agreement'). The Convertible
Loan, or any amount outstanding under the Convertible Loan Agreement, is
convertible into new Ordinary Shares in the Company at 5.75 pence per share at
any time up to 30 April 2010. The Convertible Loan, or any amount outstanding
under the Convertible Loan Agreement, will bear interest at 3.75% above LIBOR
until conversion or repayment.
The Company plans to use the funding capability to develop its Corporate
Division in the UK market. The Company is expanding its business in the
corporate sector, offering bespoke corporate F/X solutions to UK companies in
the small and mid-market. Baydonhill's Corporate division will focus on
delivering exceptionally high service levels to its clients, enabling effective
currency risk management. Baydonhill has already established a highly
experienced team - including a Corporate Sales Team - in order to drive the
Company's growth in the market. The Corporate offering is underpinned by an
innovative, secure e-commerce portal that will enable Baydonhill's corporate
clients to view, manage and transact their currency requirements online. By
offering its e-commerce portal as an F/X system with bespoke security and
pricing options, and with straight through processing from customer contact
through to payment, Baydonhill is confident that it will be able to deliver the
most up-to-date F/X trading solution available in the United Kingdom today for
corporate customers. Baydonhill's Corporate Division will complement its
current reputation in the United Kingdom as a key provider of services to retail
clients, encompassing the arrangement of international mortgages, foreign
currency transfers, regular payment plans and international insurance
Pursuant to an investment agreement between the Company and Ekwienox, the
5,552,295 warrants to subscribe for further Ordinary Shares held by Ekwienox
will be re-priced at 6.5 pence per share, and will continue to be exercisable at
any time until 31 March 2011. In addition, the 7,508,730 anti dilution warrants
to subscribe for Ordinary Shares held by Ekwienox will also be re-priced at 6.5
pence per share.
As part of Wayne Mitchell and Tania Brownhill's (General Manager, Corporate
Division) employment contract, they will also be issued 772,268 new Ordinary
Shares at par value ('Employment Shares').
Following the Placing and issue of Employment Shares, the interests in the
Company of the Directors who participated in the Placing and Ekwienox are as
follows:
Current New Ordinary Employment Total holding % of enlarged
Shareholding Shares issued Shares issued share capital
pursuant to the in the
Placing Company
Wayne Mitchell - 260,869 672,268 933,137 3.83
Timothy Sullivan 48,330 86,956 - 135,286 0.55
Ian Collins 3,500 69,565 - 73,065 0.30
Ekwienox 7,480,855 8,695,652 - 16,176,507 66.34
Tania Brownhill - - 100,000 100,000 0.41
The Placing, Investment Agreements and Convertible Loan Agreement constitute
related party transactions for the purposes of the AIM Rules. The Independent
Directors, having consulted with Blue Oar Securities Plc, the Company's
nominated adviser, consider that the terms of the Placing, Investment Agreements
and Convertible Loan Agreement are fair and reasonable insofar as the Company's
shareholders are concerned.
Application has been made for the new Ordinary Shares to be admitted to AIM and
dealings are expected to commence on 11 May 2007. Following the issue of new
Ordinary Shares, the number of Ordinary Shares in issue will be 24,384,015.
Enquiries:
Wayne Mitchell Tel: +44(0) 207 594 0515
Baydonhill Plc
Oliver Cairns / Romil Patel Tel: +44 (0) 207 448 4400
Blue Oar Securities Plc
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