Issue of Equity
Clinical Computing PLC
30 October 2007
Clinical Computing plc
('Clinical' or the 'Company')
Issue of Equity
HIGHLIGHTS
• Placing to raise a total of £1,810,000 at 3p per share, in an EIS/VCT
qualifying tranche and a non-qualifying tranche
• Proceeds of EIS/VCT qualifying tranche being used principally to
accelerate delivery of product roadmap, primarily by wed-enabling CLINICAL
VISION
• Proceeds of non-qualifying tranche primarily being applied to reduce debt
Commenting on the fundraising, Joe Marlovits, Chief Executive of Clinical said:
'As the Group pursues more regional and national opportunities, directly web
enabling our applications will provide a cost effective means for our customers
to manage large volumes of patient data in a secure and efficient manner.
Clinical Vision Web will incorporate the current End Stage Renal Disease and
Transplantation applications which our customers are now using.
This investment will permit the Company to offer the user flexibility which our
customers already experience from Clinical Vision applications, and extend the
delivery of future applications to an open system platform that will support
our initiatives into other chronic diseases.'
PLACINGS
Clinical Computing plc, the international developer of clinical information
systems for the healthcare market, announces that it has conditionally raised
£1,155,000 through an EIS/VCT qualifying placing of 38,500,000 new ordinary
shares of 1p each (the 'EIS Shares') with institutional and other investors at a
price of 3p per share (the 'EIS Placing'). The EIS Placing is conditional on
admission of the EIS Shares to trading on AIM.
The Company also announces that it has conditionally raised a further £655,000
through the placing of 21,833,333 new ordinary shares of 1p each (the 'Non-EIS
Shares') with each of the Directors and others, at a price of 3p per share (the
'Non-EIS Placing'). The Non-EIS Placing is conditional on admission of the
Non-EIS Shares to trading on AIM.
Both the EIS Placing and the Non-EIS Placing are being effected on a
non-pre-emptive basis pursuant to the authorities approved by shareholders at
the Extraordinary General Meeting of the Company held on 16 August 2007.
Application has been made for the EIS Shares to be admitted to trading on AIM,
and this is expected to become effective on 2 November 2007 ('First Admission').
Application has also been made for the Non-EIS Shares to be admitted to trading
on AIM, and this is expected to become effective on 7 November 2007 ('Second
Admission'). Following their issue, the EIS Shares and the Non-EIS Shares will
rank pari passu with the Company's existing issued ordinary shares.
The funds raised pursuant to the EIS Placing will principally be used by the
Company to accelerate delivery of the Company's product roadmap, and
specifically accelerating the completion of the final stages of the web version
of the Group's latest product line, CLINICAL VISION, and to enhance the CLINICAL
VISION application portfolio across Chronic Kidney Disease.
The Directors intend to hire approximately 10 additional staff (with skills
primarily in research and development, sales and product management) to focus on
bringing this next release to market.
Of the funds raised pursuant to the Non-EIS Placing, £450,000 will be used
towards repaying amounts drawn under the Company's available borrowing facility
of £1,450,000 (the 'Facility') provided by Brown Shipley at a variable interest
rate of 1.625% over Brown Shipley's base rate. In addition, following Second
Admission, the amount available under the Facility will be reduced to
£1,000,000.
RELATED PARTY TRANSACTION
Each of the Directors is subscribing for Non-EIS Shares pursuant to the Non-EIS
Placing. These subscriptions together represent a related party transaction
under the AIM Rules.
Where an AIM company enters into such a transaction, the AIM Rules require that
the directors who are independent of the transaction make a statement that they
consider, having consulted with the company's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as its shareholders are
concerned. As none of the Directors is independent of the transaction, City
Financial Associates Limited, the Company's nominated adviser, has confirmed to
the Directors that, in its opinion, the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.
TOTAL VOTING RIGHTS
Following Second Admission, the Company's issued share capital will consist of
93,443,694 ordinary shares with a nominal value of 1p per share, with voting
rights (one vote per ordinary share). The Company does not hold any ordinary
shares in treasury. Therefore, from Second Admission, the total number of
ordinary shares in the Company with voting rights will be 93,443,694. With
effect from Second Admission, the figure of 93,443,694 ordinary shares may be
used by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Services Authority's Disclosure and
Transparency Rules.
INTERESTS OF DIRECTORS AND SIGNIFICANT SHAREHOLDERS FOLLOWING THE SHARE ISSUE
Following Second Admission, the shareholdings of the directors and the
significant shareholdings that have been notified to the Company will be as
follows:
Number of shares Percentage of Enlarged
Share Capital
DIRECTORS
Howard Kitchner* ##9,744,163 10.43%
Joe Marlovits 766,666 0.82%
Prof. Stan Newman 356,343 0.38%
SIGNIFICANT SHAREHOLDERS
David Altschuler* 12,381,496# 13.25%
* - In addition to the shareholdings shown above, 203,008 ordinary shares are
registered in the name of South Quay Plaza Retirement Fund, a fund in which
Messrs Kitchner and Altschuler are beneficially interested.
# - Of these shares, 3,500,000 will, following Second Admission, be held by (or
on behalf of) discretionary trusts in which Mr Altschuler is interested and a
further 4,666,667 will be maintained in a SIPP of which Mr. Altschuler is the
beneficiary
## - Of these shares, 6,000,000 will, following Second Admission, be maintained
in a SIPP of which Mr. Kitchner is the beneficiary.
For further details, visit www.ccl.com or contact:
Joe Marlovits, Chief Executive 020 8747 8744
Clinical Computing plc
Ross Andrews/Simon Sacerdoti 020 7492 4777
City Financial Associates Limited, Nominated Adviser
This information is provided by RNS
The company news service from the London Stock Exchange