Issue of Secured Loan Notes

RNS Number : 7860S

Newmark Security PLC

25 November 2011

 



Press Release

25 November 2011

Newmark Security plc

("Newmark " or "the Company")

Issue of Secured Loan Notes

Directors Shareholdings

Holding in Company

Newmark Security plc (AIM: NWT), a leading provider of electronic and physical security systems, has today raised up to £300,000 through the issue of a 10% secured loan note ("Loan Note") with certain Directors of the Company.  Under the terms of the Loan Note instrument, the Loan Notes are repayable in full by the third anniversary of the issue of the Loan Notes.  Under the terms of the Loan Note instrument, Michel Rapoport, Non-Executive Director, will subscribe for up to £75,000 Loan Notes, Nick Medlam, Non-Executive Director, will subscribe for up to £7,500 Loan Notes and Maurice Dwek, Chairman, will subscribe for up to £217,500 Loan Notes.  In addition to the Loan Note, the Company has entered into a warrant instrument with the Loan Note holders whereby the Company has agreed to grant to the Loan Note holders 30,000,000 warrants to subscribe for 30,000,000 new ordinary shares of 1 pence each in the Company at any time until 25 November 2016 at an exercise price of 1 pence ("the Warrants") either for cash or in exchange for the release of some or all of the debt owed to the Loan Note holders under the Loan Note instrument.  Under the terms of the Warrant instrument, Michel Rapoport, Non-Executive Director, will be granted up to 7,500,000 Warrants, Nick Medlam, Non-Executive Director, will be granted up to 750,000 Warrants and Maurice Dwek, Chairman, will be granted up to 21,750,000 Warrants.

Under AIM Rule 13 the Loan Note agreement and grant of Warrants is a related party transaction.  The independent directors of the Company, being Brian Beecraft, Derek Blethyn and David Ishag, consider, having consulted with Seymour Pierce Limited, that the terms of the Loan Note agreement and the grant of Warrants are fair and reasonable in so far as the shareholders are concerned.

The Company was notified that Michel Rapoport, Non-Executive Director, has today acquired 2,500,000 ordinary shares at 1 pence per share.  Following this purchase, Michel Rapoport has an interest in 13,055,000 ordinary shares representing approximately 2.9 per cent. of the issued share capital of the Company.

In addition, the Company has been notified today that Elie Dwek, following a disposal of 2,500,000 ordinary shares, now has an interest in 75,500,000 ordinary shares representing approximately 16.8 per cent. of the issued share capital of the Company.

The Company anticipates announcing its interim results for the six months to 31 October 2011 on or around 30 January 2012.

Maurice Dwek, Chairman, commented: "We have seen no real improvement in the trading environment since I last reported at the time of our Annual General Meeting on 3 October 2011.  We anticipate an improvement in sales in the second half of this financial year, particularly in the US with our CUSTOM OEM product suite, but timing of these opportunities is inevitably difficult to predict and therefore we must take a more cautious view of the full year.  My personal participation in the Loan Note reflects both my own and the Board's belief that there is a bright future for Newmark."

- Ends -

For further information:

Newmark Security plc
Maurice Dwek, Chairman	Tel: [phone]
Brian Beecraft, Finance Director	www.newmarksecurity.com

Seymour Pierce Limited
Mark Percy / David Foreman, Corporate Finance	Tel: [phone]
Katie Ratner / Richard Redmayne, Corporate Broking	www.seymourpierce.com

Media enquiries:

Abchurch
Henry Harrison-Topham / Mark Dixon	Tel: [phone]
[e-mail]	www.abchurch-group.com

Notes to editors

Newmark Security plc is a leading provider of electronic and physical security systems, which focus on personal security and the safety of assets.  Operating through two established and wholly owned divisions, Grosvenor Technology (electronic) and Safetell (asset protection), the Group listed on AIM in 1997.

Founded in 1989 Grosvenor Technology provides state of the art access control, security and data acquisition systems delivered via its flagship JANUS access platform and its CUSTOM brand OEM product range.  Clients include BAE Systems, UK Air Traffic Control, BSkyB, Merrill Lynch (Europe, Middle East and Asia) as well as M&S, Morrisons, Tesco, Network Rail, British Royal Palaces, government departments and many universities.  More information can be found at www.gtl.biz 

Offering staff and asset protection since 1987, Safetell is the UK's leading provider of fixed and reactive security screens, reception counters, cash management systems and associated security equipment.  Safetell's customers range from leading blue chip organisations to single sites including banks and building societies, police forces and the Post Office, local authorities and government departments, forecourt retailers and supermarket chains.  More information can be found at www.safetell.co.uk 

 

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