Pennant International Group PLC
29 February 2000
Placing and Open Offer of 1,066,000 new Ordinary Shares
at a price of 187.5p per share
Introduction
Further to the preliminary announcement of the Group's results for the year
ended 31 December 1999 released this morning, 29 February 2000, Pennant
International Group plc is pleased to announce that it intends to raise
approximately £1.9 million (net of expenses) by means of a Placing and Open
Offer of 1,066,000 new Ordinary Shares at a price of 187.5p per share. The
Placing and Open Offer is conditional on shareholders' approval being obtained
at the Annual General Meeting of the Company to be held on 27 March 2000.
The Board, having noted the sharp rise in the Company's share price on 14
February 2000, announced to the Stock Exchange on 15 February 2000 that the
Company was considering an equity fundraising which it expected to conclude on
the basis of the closing share price on February 14. Accordingly, the Placing
was conducted on that basis. The Board has since noted a further sharp rise
in the Company's share price.
A circular including, inter alia, further details of the Placing and Open
Offer, together with a notice of the Annual General Meeting and an application
form to enable qualifying shareholders to subscribe to their entitlement under
the Open Offer ('Application Form'), will be posted to shareholders shortly.
Background to and Reasons for the Placing and Open Offer
On 22 December 1999 the Group announced that it had acquired all the issued
share capital of Solvera Information Services (Documentation) Limited, Solvera
Information Services (Software) Limited and Solvera Information Services
(Technologies) Limited and 85 per cent. of the issued share capital in Omega
Logistics International Inc. ('the Acquired Companies').
The purpose of the Placing and Open Offer is to provide additional working
capital to support the development of the Acquired Companies and to fund the
increase in the Group's activity levels.
The Group's gearing level at 31 December 1999 was 71 per cent. Following
receipt of the net proceeds of the Placing and Open Offer this will reduce to
10 per cent.
Placing and Open Offer
The Company intends to raise £1,998,750, before expenses, by the issue of
1,066,000 new Ordinary Shares through the Placing and Open Offer. The new
Ordinary Shares have been conditionally placed with institutional and other
clients of Rowan Dartington but are subject to recall to the extent necessary
to satisfy applications from qualifying shareholders under the Open Offer.
Qualifying shareholders are being offered the opportunity to apply for new
Ordinary Shares. Of the new Ordinary Shares 516,543 (which the Directors have
irrevocably undertaken not to apply for in the Open Offer) have been
conditionally placed firm and therefore do not form part of the Open Offer.
Qualifying shareholders on the register at the close of business on 18
February 2000 ('the Record Date') will be offered new Ordinary Shares on the
following basis:
1 new Ordinary Share for every 6.53846 existing Ordinary Shares
in issue on the Record Date
Shareholders should be aware that the Open Offer is not a rights issue and
that new Ordinary Shares not applied for under the Open Offer will not be sold
in the market for the benefit of those who do not apply under the Open Offer
but will form part of the Placing.
The new Ordinary Shares will rank pari passu in all respects with the existing
Ordinary Shares, including entitlements to all dividends declared, made or
paid hereafter, other than the final dividend of 2.8p per share payable in
respect of the year ended 31 December 1999.
Qualifying shareholders wishing to participate in the Open Offer are notified
that it closes at 3 p.m. on 22 March 2000 and that the application form,
together with the remittance for payment in full in respect of the new
Ordinary Shares applied for, must be returned by that time. Shareholders
should note that application forms are personal to shareholders and may not be
transferred except to satisfy bona fide market claims.
Shareholders should note that definitive share certificates in respect of the
new Ordinary Shares are expected to be despatched on 4 April 2000.
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