Issue of Equity to raise ?2.46m

RNS Number : 5616Q

Byotrol PLC

21 October 2011

 



21 October 2011

Byotrol plc

("Byotrol" or the "Company")

Subscription and Placing of 32,796,594 new Ordinary Shares to raise approximately £2.5 million

Key points:

·     Placing of 31,709,927 new Ordinary Shares and subscription of 1,086,667 new Ordinary Shares  at 7.5 pence to raise £2.46m before expenses

·     Significant advancements made by Byotrol in Industrials, Food & Beverages, and global Consumer Products sectors

·     Proceeds to be used for the continued product, technological and brand development of Byotrol, and the delivery of existing supply contracts to achieve sustainable profitability and cash generation

Commenting on the placing, Gary Millar, Chief Executive of Byotrol, said:

"The Placing will enable Byotrol to deliver on major contracts and build upon the excellent progress made in recent months. The continued support of our existing shareholders coupled with the interest of new institutions bears out the Company's strategy for growth. The Directors are confident that the Company will soon deliver on that strategy and generate revenue growth as focused partnerships and major contract wins come to fruition. "

Placing and Use of Proceeds

Byotrol, the developer of anti microbial hygiene technologies, today announces that it has conditionally raised £2.46 million before expenses, by the placing (the "Placing") for cash by finnCap, acting as agent for the Company, of 31,709,927 new ordinary shares of 0.25 pence each ("Ordinary Shares") (the "Placing Shares") at 7.5 pence per Placing Share (the "Issue Price") and the subscription (the "Subscription") of 1,086,667 new Ordinary Shares (the "Subscription Shares") at the Issue Price.

In the past 18 months the Company has delivered growth in the industrials sector; made a compelling case for its brand focus in food and beverages; made a strategic change in healthcare; and developed its strategy in global consumer products in partnership with a US Fortune 150 company.

Furthermore the Company has increased brand awareness across all focus areas and now has a proven supply line and in-store adoption in major high street chains and specialist suppliers. The agreement with Rentokil Initial plc, announced on 20 July 2011, in particular reflects the momentum which is currently being generated and represents a major opportunity for Byotrol.

Accordingly, the net proceeds of the Subscription and Placing will be used to maintain the momentum generated by the Company to deliver existing contracts and thereby achieve sustainable profitability and cash generation. The Company also intends to invest further in its brand building capabilities and to continue the product and technology development which has attracted major international companies to incorporate Byotrol products into their ranges.

Directors' Shareholdings

Each of the Directors will be subscribing for Ordinary Shares in the Subscription. The interests of the Directors following the Subscription and Placing will be as follows:

Director	Number of Subscription Shares subscribed for in the Subscription	Resulting number of Ordinary Shares held after General Admission	Resulting holding as a percentage of the Ordinary Shares in issue immediately after General Admission
Ralph Kugler	400,000	1,323,333	0.92%
Gary Millar	133,333	450,333	0.31%
Stephen Falder	133,333	4,209,187	2.93%
Richard Bell	66,667	116,667	0.08%
Adrian Smith	40,000	40,000	0.03%
Till Medinger	266,667	472,667	0.33%

Related Party Transaction

Ruffer LLP ("Ruffer") and Maunby Investment Management Ltd ("Maunby") are subscribing for 15,600,001 Placing Shares in the Placing.  Following admission of the Subscription Shares and Placing Shares to trading on the AIM Market of the London Stock Exchange plc ("Admission"), Ruffer will have an interest in 39,957,048 Ordinary Shares, representing 27.73% of the Company's enlarged issued share capital and Maunby will have an interest in 20,496,709 Ordinary Shares, representing 14.28% of the Company's enlarged issued share capital.

The subscription for Placing Shares by Ruffer and Maunby are considered related party transactions pursuant to the AIM Rules for Companies because Ruffer and Maunby are substantial shareholders in the Company. 

The Directors of the Company, having consulted with the Company's nominated adviser, finnCap, consider that the terms of the subscription for Placing Shares by Ruffer and Maunby are fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting

The Subscription and Placing are conditional upon, inter alia, shareholder approval to be sought at a General Meeting of the Company to be held on 7 November 2011 and Admission. A circular will be sent to shareholders of the Company later today, incorporating a notice of General Meeting.

Each of the Directors have irrevocably undertaken to vote in favour of the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings totalling 5,572,187 Ordinary Shares, representing, in aggregate 5.03 per cent. of the existing Ordinary Shares.

Admission

The Placing is being undertaken in two tranches in order to comply with current legislation relating to the Enterprise Investment Scheme and Venture Capital Trusts. Application will be made for Admission on 3 November 2011. It is expected that, subject to shareholder approval, Admission of an initial 5,469,668 Placing Shares and 706,667 Subscription Shares will occur on 8 November 2011 and Admission of the remaining 26,240,259 Placing Shares and 380,000 Subscription Shares will occur on 9 November 2011. In both instances, dealings will commence on AIM on the same day as Admission. The Subscription Shares and Placing Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM.  Following Admission, there will be 143,579,676Ordinary Shares in issue.

Contact

Byotrol plc
Gary Millar - Chief Executive Richard Bell - Finance Director finnCap Geoff Nash/Christopher Raggett  - Corporate Finance Tom Jenkins/Simon Starr - Corporate Broking Winningtons Tom Cooper/Paul Vann	01925 742 000 020 7220 0500 020 3176 4722 0797 122 1972 [e-mail]
PLACING STATISTICS Number of Existing Shares 110,783,082 Number of Placing Shares being placed on behalf of the Company 31,709,927 Number of Subscription Shares to be issued pursuant to the Subscription 1,086,667 Number of Ordinary Shares in issue following completion of the Subscription and Placing 143,579,676 Issue Price 7.5p Gross funds raised pursuant to the Subscription and Placing £2.46 million Number of Subscription Shares and Placing Shares as a percentage of the Enlarged Issued Share Capital       29.60 per cent. Market Capitalisation of the Company at Admission at the Issue Price £10.77 million EXPECTED TIMETABLE OF PRINCIPAL EVENTS Latest time and date for receipt of Forms of Proxy for the General Meeting 9.00 am on 3 November 2011 Date and time of General Meeting 9.00 am on 7 November 2011 Admission and commencement of dealings in the VCT/EIS Shares 8.00 am on 8 November 2011 Admission and commencement of dealings in the General Shares 8.00 am on 9 November 2011 CREST accounts credited with Placing Shares 9 November 2011 Despatch of definitive share certificates for Subscription Shares and Placing Shares By 23 November 2011

 

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