Open Offer

RNS Number : 7557J

Provexis PLC

05 July 2011

 



5 July 2011

Provexis plc

("Provexis" or the "Company")

Open Offer of up to 139,851,928 Ordinary Shares at 1.5 pence per share on the basis of 1 Offer Share for every 10 Existing Ordinary Shares with an Excess Application Facility

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OF INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA AND ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS SHAREHOLDERS" IN PART III OF THE CIRCULAR (DEFINED BELOW).

On 17 June 2011 the Board announced that it proposed to raise up to approximately £2.2 million (before expenses) by way of an Open Offer as soon as was reasonably practicable. Accordingly, the Company today announces details of the Open Offer. The Open Offer is being undertaken by the Company following completion of the Acquisition and the Placing.

The Open Offer is conditional on the passing of the Resolutions at the General Meeting. In the event that Shareholders do not approve the Resolutions, the Open Offer will not proceed. Shareholder approval is to be sought in respect of the Open Offer at the General Meeting which will be held at 9.00 a.m. on 25 July 2011 at the offices of Shoosmiths, Apex Plaza, Forbury Road, Reading, Berkshire RG1 1SH at which the Resolutions will be proposed.

A circular setting out the details of the Open Offer (the "Circular") and a Notice of General Meeting, accompanied by an Application Form (if applicable) is expected to be posted to Shareholders today. Copies of the Circular will be available for a period of 12 months from the date of the Circular on the Company's website (www.provexis.com), free of charge in accordance with the requirements of Rule 26 of the AIM Rules.

Defined terms used in this announcement shall have the meaning ascribed to them in the Circular unless otherwise stated.

Background to the Open Offer

On 17 June 2011, the Company announced that it had entered into a conditional agreement to purchase the entire issued share capital of SiS and had conditionally raised £2.5 million pursuant to the Placing.

SiS is a manufacturer of sports nutrition products for use by consumers and professional and elite athletes. The business was founded in 1992 by the Lawson family. SiS's products are used by elite and professional athletes including, amongst others, Olympic athletes, professional football teams, rugby teams and cyclists. Distribution of SiS's products is largely in the UK although there are distributors in some major global markets. SiS manufactures its products in leased facilities in the North West of England.

On 24 June 2011, the Company announced that the Placing and the Acquisition had been completed.

While the Directors at the time of the Placing believed, and continue to believe at the date of this announcement, that the Acquisition and the Placing were in the best interests of the Company and Shareholders as a whole, they consider that all Shareholders should be offered the opportunity to invest in the Company and to participate at the same price per Ordinary Share as those who subscribed under the Placing. At the time of the Placing, the Directors considered that an offer to existing Shareholders by way of a rights or other pre-emptive issue was not practicable or feasible due to the delays that would be incurred through the production and approval of a prospectus which would have to comply with the Prospectus Rules and be pre-vetted and approved by the FSA. In accordance with the intention set out in the announcement of the Placing and the Acquisition, the Company today announces details of the Open Offer to be made available to all Shareholders to subscribe for new Ordinary Shares at 1.5 pence per Offer Share, being the same price as the Placing Price, to raise up to approximately £2.1 million. The Company has been advised that Qualifying Shareholders can subscribe for, in aggregate, up to €2.5 million in Offer Shares without the Company having to produce a prospectus which would have both cost and timing implications for the Company.

Details of the Open Offer

Qualifying Shareholders are invited to apply for Offer Shares under the Open Offer at a price of 1.5 pence per Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

1 Offer Share for every 10 Existing Ordinary Shares

held at the Open Offer Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would have otherwise arisen will not be issued. The Open Offer is subject to the passing of the Resolutions at the General Meeting and Admission becoming effective by 8.00 a.m. on 27 July 2011 (or such later date being not later than 8.00 a.m. on 3 August 2011, as the Company may decide).

The Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Offer Shares have not been placed subject to clawback nor have they been underwritten. Consequently, there may be either no Open Offer Shares or fewer than 139,851,928 Offer Shares issued pursuant to the Open Offer.

The Open Offer has been structured so as to allow Qualifying Shareholders to subscribe for Ordinary Shares at the Offer Price pro rata to their existing holdings. Qualifying Shareholders may, in addition, make applications in excess of their Basic Entitlement. Once subscriptions under the Basic Entitlements have been satisfied, the Company shall scale back any excess applications on a pro rata basis in proportion to the total number of Excess Shares applied for under the Excess Application Facility. To the extent that Offer Shares are not subscribed by Qualifying Shareholders, Open Offer Entitlements will lapse.

Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in excess of their Basic Entitlement. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST. The Excess Application Facility enables Qualifying CREST Shareholders to apply for Excess Shares in excess of their Basic Entitlement up to a maximum number of Excess Shares equal to 10 times the number of Existing Shares registered in their name as at the Record Date. If however Qualifying CREST Shareholders wish to apply for more than 10 times the number of Existing Shares registered in their name as at the Record Date, up to the maximum number of shares available under the Open Offer, the Qualifying CREST Shareholder should refer to the Circular. Excess applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

PLEASE NOTE: Qualifying Shareholders can apply for as few or as many Offer Shares as they wish but will only be guaranteed to receive their Basic Entitlement. Excess applications may be fulfilled entirely or may be scaled back depending on Qualifying Shareholder demand.

Settlement and dealings

Application will be made to the London Stock Exchange for the Offer Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on 27 July 2011.

Action to be taken in respect of the Open Offer

Shareholders (non-CREST)

If you are a Qualifying non-CREST Shareholder you will find an Application Form accompanying the Circular which gives details of your Basic Entitlements (as shown by the number of Basic Entitlements allocated to you). If you wish to apply for Offer Shares under the Open Offer (including additional Excess Shares under the Excess Application Facility), you should complete the Application Form in accordance with the procedure set out in paragraph 3 (i) of Part III of the Circular and on the Application Form itself and post it in the accompanying prepaid envelope, together with payment in full in respect of the number of Offer Shares applied for to Equiniti, so as to arrive as soon as possible and in any event so as to be received no later than 11.00 a.m. on 26 July 2011, having first read carefully Part III of the Circular and the contents of the Application Form.

Qualifying CREST Shareholders

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your Basic Entitlements and also in respect of your Excess CREST Open Offer Entitlements, except (subject to certain exceptions) if you are in the United States, or have a registered address in, or are resident in United States, Canada, Japan, Australia, New Zealand, the Republic of Ireland or the Republic of South Africa. If as a Qualifying CREST Shareholder you wish to apply for more than your Excess CREST Open Offer Entitlement you should refer to the procedure for application set out in paragraph 3 (ii) (c) of Part III of the Circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 3(ii) of Part III of the Circular by no later than 11.00 a.m. on 26 July 2011.

Qualifying Shareholders can apply for as few or as many Offer Shares as they wish but will only be guaranteed to receive up to their Basic Entitlement. Excess applications may be fulfilled entirely or may be scaled back depending on Qualifying Shareholder demand. In the event Excess Applications are scaled back any excess monies will be returned to non-CREST Shareholders by cheque (at the applicant's risk) and to CREST Shareholders through CREST.

Qualifying CREST Shareholders who are CREST Sponsored Members should refer to their CREST Sponsors regarding the action to be taken in connection with the Circular and the Open Offer.

Intentions of the Directors in relation to the Open Offer

A number of the Directors are Qualifying Shareholders and have committed themselves to apply to acquire Offer Shares pursuant to the Open Offer Entitlements attributable to their Existing Ordinary Shares.

Details of the Directors' interests in the Existing Ordinary Shares and the number of Offer Shares they intend to subscribe for is set out in the table below:

Name of Director	Number of Existing Ordinary Shares held	Number of Offer Shares subscribed for	Number of Ordinary Shares held following Admission	% of Enlarged Issued Share Capital
Mr Dawson Buck *	12,604,692	301,741	12,906,433	0.84%
Mr Stephen Moon	1,873,333	187,333	2,060,666	0.13%
Mr Steven Morrison	1,822,304	182,230	2,004,534	0.13%
Philip Walker	-	-	-	-
Dr Neville Bain	5,608,416	-	5,608,416	0.36%
Mr Ian Ford	2,001,666	200,166	2,201,832	0.14%
Mr Krijn Rietveld **	-	-	-	-

*       Of the 12,604,692 Ordinary Shares that Mr Dawson Buck is interested in 3,880,138 are held by a pension scheme of which Mr Dawson Buck is the beneficiary and 1,668,333 are held by a pension scheme of which a member of the family of Mr Dawson Buck is the beneficiary. The remaining 7,056,221 Ordinary Shares are held directly by Mr Dawson Buck

**     Mr Krijn Rietveld is a director of the Company, and a senior employee of DSM Nutritional Products AG, which is part of Royal DSM NV. DSM Venturing BV, the corporate venturing unit of Royal DSM NV, holds 143,769,230 Existing Ordinary Shares in the Company

General Meeting

At the end of the Circular is a notice convening the General Meeting to be held at the offices of Shoosmiths, Apex Plaza, Forbury Road, Reading, Berkshire RG1 1SH at 9.00 a.m. on 25 July 2011.

The Resolutions to be proposed at the General Meeting are as follows:

1. an ordinary resolution to authorise the Directors, pursuant to section 551 of the 2006 Act, to allot the Offer Shares in relation to the Open Offer; and

2. a special resolution, pursuant to section 571 of the 2006 Act, to disapply the statutory pre-emption rights on the allotment of equity securities, pursuant to the Open Offer.

The authorities in Resolutions 1 and 2 will expire (unless previously revoked or varied by the Company in general meeting) on the date 15 months from the passing of such Resolutions or at the conclusion of the next annual general meeting, whichever occurs first. The authority and power in Resolutions 1 and 2 are in addition to any like authority or power previously conferred on the Directors.

Recommendation

The Directors unanimously recommend Shareholders to vote in favour of the Resolutions as the Directors intend to do in respect of their beneficial shareholdings which amount to 23,910,411 Ordinary Shares, representing approximately 1.7% of the Company's existing issued Ordinary Share capital.

Grant of Options

Further to the announcement of the Acquisition and Placing on 17 June 2011, the Company announces that, following a recommendation from the Company's Remuneration Committee, it has on 4 July 2011 granted 10,000,000 new options over Ordinary Shares ("Options") to Philip Walker, a Director of the Company.

The new Options have an exercise price of 2.8 pence, being the closing mid-market price on the day before the announcement of the Acquisition and Placing on 17 June 2011 and are subject to performance criteria, including Ordinary Share price appreciation. The new Options are exercisable between 3 and 10 years from the date of grant.

Following the issue of the new Options, Philip Walker holds 10,000,000 Options and the total number of Ordinary Shares under option which could be issued if all of the performance criteria are met are 123,771,648 Ordinary Shares.

Open Offer statistics

Market price per Ordinary Share1	1.525 pence
Number of Ordinary Shares in issue at the date of this announcement	1,398,519,280
Offer Price	1.5 pence
Number of Offer Shares to be offered for subscription by the Company	139,851,928
Estimated approximate maximum gross proceeds of the Open Offer2	£2.1 million
Number of Ordinary Shares in issue at Admission2	1,538,371,208
Percentage of the Enlarged Issued Share Capital represented by the Offer Shares2	9.1%

1 Based on the closing mid-market price of an Ordinary Share on 4 July 2011, being the last practicable date prior to the date of this announcement

2 Assuming the maximum take up under the Open Offer

Expected timetable of principal events

Event	2011
Open Offer Record Date and time	5.00 p.m. on 1 July
Announcement of the Open Offer	5 July
Existing Ordinary Shares marked 'ex' by the London Stock Exchange	6 July
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Holders	6 July
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 20 July
Latest time for depositing Open Offer Entitlements into CREST	3.00 p.m. on 21 July
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 22 July
Latest time and date for receipt of Forms of Proxy for the General Meeting	9.00 a.m. on 23 July
General Meeting	9.00 a.m. on 25 July
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 26 July
Date of Admission and commencement of dealings of the Offer Shares	8.00 a.m. on 27 July
Offer Shares credited to CREST stock accounts	8.00 a.m. on 27 July
Date of despatch of definitive share certificates for Offer Shares	By 3 August

Notes:

(1) References to times in this announcement are to London time (unless otherwise stated)

(2) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS

(3) The timing of the events in the above timetable and in the rest of this announcement are indicative only

(4) In order to subscribe for Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part III of the Circular and, non CREST Shareholders complete the accompanying Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to receive another Application Form they should contact Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on 0871 384 2974 or, if calling from outside the UK on [phone], quoting, where relevant, the account number of their Application Forms. Calls to the Equiniti 0871 384 2974 number are charged at eight pence per minute (excluding VAT) from a BT landline. Other service provider's costs may vary. Calls to the Equiniti [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Equiniti cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice. Equiniti will not give Qualifying Shareholders any other advice in connection with the Open Offer

Enquiries:

Provexis plc Stephen Moon, Chief Executive	Tel: [phone]
Evolution Securities Ltd Patrick Castle/Bobbie Hilliam	Tel: [phone]
Haggie Financial LLP Matthew Longbottom/Peter Rigby	Tel: [phone] [e-mail]

 

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