RTS NetWorks Group PLC
12 June 2001
RTS NETWORKS GROUP PLC
('RTS Networks' or 'Company')
On 17 January 2001 RTS Networks, provider of next-
generation e- and m-business solutions, announced that it
had agreed the terms of a £1.5 million convertible loan
facility with Robotic Technology Systems PLC ('Robotic
Technology Systems'), its former parent company. As at
11 June 2001, £500,000 of this facility has been drawn
down and the balance of the facility of £1 million has
effectively been renegotiated as a subordinated loan,
repayable by 31 December 2005.
Interest on both facilities is payable at the rate of 2
per cent above the base rate of National Westminster Bank
Plc.
As part of the new loan arrangement, RTS Networks has
issued warrants to Robotic Technology Systems to
subscribe for 625,000 ordinary shares in the Company at
an exercise price of 16 pence per share, representing a
10 per cent discount to the average mid market closing
price for the 5 trading days ending on 8 June 2001. The
warrants are exercisable now and until 10 June 2007
In addition, Advanced Robotics Foundation ('ARF') has
agreed to purchase 9,523,809 RTS Networks shares from
Robotic Technology Systems Group. On completion of the
transaction, ARF will hold 15,703,812 RTS Networks
shares, representing 16.6 per cent. Robotic Technology
Systems PLC, through two wholly owned subsidiaries, will
hold in aggregate 23,482,341 RTS Networks shares
representing 24.8 per cent of the issued share capital of
the Company.
Bernard Fisher, Chairman of RTS Networks, commented: 'We
are delighted that ARF have decided to take a larger
shareholding in the Company which has allowed us to
negotiate the facility so that £1 million becomes
subordinated and is repayable in December 2005. This
will facilitate the launch of a strategic alliance with
Colony 101, a Swedish web and wireless technology
company, to build and market an ambitious multi-channel
platform'
Phil Johnson, CEO Robotic Technology Systems, said, 'We
are pleased that ARF has worked with us to facilitate
this transaction and delighted that it has increased its
interest in the company as it has been a great supporter
of both RTS and RTS Networks. We believe the new loan
facility, coupled with the reduction in our shareholding
in the company to 24.8%, will provide a more flexible
framework for RTS Networks to move forward.'
Because of the size of Robotic Technology Systems'
shareholding in the Company, the new loan agreement
constitutes a related party transaction for the Company
under the AIM Rules.
It is the opinion of the directors of RTS Networks
(excluding the two who are also directors of Robotic
Technology Systems and therefore ineligible to vote),
after consulting with the Company's Nominated Adviser,
Brown, Shipley & Co. Limited, that the terms of the loan
are fair and reasonable so far as shareholders of the
Company are concerned.
For further information please contact:
RTS NetWorks Group PLC 020 7749 5000
Bernard Fisher, Chairman
Square Mile BSMG Worldwide 020 7601 1000
Nick Oborne/Sally Lewis
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