Newmark Security PLC
01 July 2003
NEWMARK SECURITY PLC ('Newmark' or the 'Company')
Issue of Loan Notes and Warrants, Notice of Extraordinary General Meeting and
Change of Adviser
Newmark announces that it has agreed terms for the issue of secured loan notes
('Loan Notes') to raise up to £1,500,000 before expenses (the 'Fundraising').
The Loan Notes are being issued to parties connected to Alexander Reid, a
Non-Executive Director of the Company, and to Elie Dwek or parties associated
with Elie Dwek (together 'the Loan Note Holders'). As part of the Fundraising
the Company is to issue certain warrants (the 'Warrants') to the Loan Note
Holders to subscribe for ordinary shares of 1p each in the Company ('Ordinary
Shares').
As Alexander Reid is a Director of the Company, and as Elie Dwek is deemed to be
acting in concert with his brother Maurice Dwek, the Chairman of Newmark, the
issue of the Loan Notes to the Loan Note Holders and grant of the Warrants is a
'Related Party Transaction' under the AIM Rules. Accordingly, the Independent
Directors, having consulted with their Nominated Adviser Seymour Pierce Limited
in respect of the AIM Rules, consider the terms of the Fundraising to be fair
and reasonable insofar as shareholders are concerned.
The Independent Directors of Newmark have written to shareholders today with a
notice convening an Extraordinary General Meeting ('EGM') to be held on 24 July
2003. The purpose of the EGM is to obtain shareholders' approval to grant the
Directors authority to allot rdinary Shares and dis-apply statutory pre-emption
rights to enable the Company to create the instrument constituting the Warrants
and to issue the Warrants to the Loan Note Holders
The Loan Notes are being issued to enable the Company to meet certain financial
obligations relating to the disposal of the trading business and assets of its
subsidiary company, Vema N.V., in April 2002. Although the Board, and its
advisers, were satisfied at the time that the Company would have sufficient
resources to meet its obligations, the Company has been adversely affected by
the level of trading within its Belgian subsidiary where a large export order
that had been expected did not materialise. A banking facility which had been
anticipated at that time has also not been realised. This has depleted the cash
resources of the Company and the Board believes that the proposal set out in
this document is a necessary measure to provide the financial resources to meet
these obligations.
The Loan Note Holders have committed to subscribe in cash for £1,000,000 of Loan
Notes conditional on approval of the resolutions at the EGM. On agreement
between the Company and the Loan Note Holders, the Loan Note Holders can further
subscribe in cash for up to £500,000 of Loan Notes. The Loan Notes will bear
interest at a rate of 6 per cent. per annum, payable quarterly in arrears. The
Loan Notes are repayable three years after the date of the instrument
constituting the Loan Notes, with an option for early repayment, without
penalty, on the Company giving the relevant Loan Note Holder five business days'
written notice. The Loan Notes shall become immediately repayable on certain
events taking place. The Loan Notes shall be secured by fixed and floating
charges over the assets of the company and certain of its subsidiaries.
Under the terms of the Loan Notes, the Loan Note Holders will be issued 50
Warrants for each £1 of Loan Notes held. Each Warrant will grant the Warrant
holder the right to subscribe for 1 Ordinary Share at any time between 24 July
2003 and 24 July 2008 at a price of 1 pence per Ordinary Share.
Neither the Loan Notes nor the Warrants will be dealt in on any stock exchange
in the United Kingdom or elsewhere and no application has been made to any stock
exchange or regulatory authority for permission to deal in or for an official
listing or other quotation of the Loan Notes or the Warrants.
Change of Adviser
The Company also announces that it has appointed Seymour Pierce Limited as its
Nominated Adviser with immediate effect.
Enquiries:
Brian Beecraft, Newmark Security plc Tel: 020 7355 0070 or 07977 467 295
Jeremy Porter, Seymour Pierce Ltd Tel: 020 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
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