Placing and Open Offer

Bizspace PLC 29 October 2003 Bizspace plc Placing and Open Offer to raise £5m Bizspace plc ('Bizspace' or the 'Company'), the provider of flexible managed workspace for small to medium sized businesses, announces that it is proposing to raise approximately £4.95m (net of expenses) through a Placing and Open Offer, to provide the Company with further funding to continue its expansion policy. Highlights: • Conditional Placing of 19,013,175 New Ordinary Shares at a price of 28p per share to raise approximately £4.95m (net of expenses) • Shares conditionally placed by Teather & Greenwood with institutional investors, subject to applications by Qualifying Shareholders under the Open Offer • Safeland plc and Safeland Holdings Corporation will not to take up their entitlement under the Open Offer, representing approximately 27% of the New Ordinary Shares to be issued, to facilitate a wider institutional shareholder base • Neil Corderey, Managing Director, and Paul Davis, Finance Director, to apply for 30,000 New Ordinary Shares and 16,936 New Ordinary Shares respectively under the Open Offer • The Directors have undertaken to vote in favour of the EGM resolutions in respect of their beneficial holdings, approximately 3.8% of the Existing Ordinary Shares. Reasons for the Issue: • To take advantage of potential acquisitions of multi-let properties to further consolidate and expand Bizspace's position as one of the largest providers of managed workspace accommodation in the UK • Net proceeds plus bank loans should enable the Company to acquire seven further centres at an assumed cost of £1.5m each and to partially upgrade some existing sites Neil Corderey, Managing Director of Bizspace plc, said: 'Our recent Interim Results have shown the progress that has been made in building shareholder value. We hope to continue to progress and believe that these funds will enable us to take advantage of opportunities when they arise and to selectively acquire multi-let properties as and when they become available.' For further information, please contact: Bizspace plc Binns & Co PR Ltd Neil Corderey, Managing Director Paul McManus Paul Davis, Finance Director Nathalie Ells Tel: 020 8815 1616 Tel: 020 7786 9600 www.biz-space.co.uk Mob: 07980 541 893 Teather & Greenwood Ltd Christopher Hardie David Galan Tel: 020 7426 9000 The following is extracted from a circular that will be posted to Shareholders on 29 October 2003: 'Introduction In order to provide the Company with appropriate levels of funding to continue its expansion policy, 19,013,175 New Ordinary Shares are being conditionally placed with institutional investors at a price of 28p pence per share to raise approximately £4.95 million after expenses. Qualifying Shareholders are invited to participate in the Issue at the Placing Price on the basis of 1 New Ordinary Share for every 2 Ordinary Shares held on the Record Date. This requires the approval of Shareholders and an EGM is to be held at 10.00am on 21 November 2003, at which the necessary resolution will be put. Background At the time of the Company's flotation on AIM in July 2000, the Group owned three workspace centres. Today the Group operates 19 centres nationwide, the expansion having been funded by three earlier fundraisings. The 19 centres comprise almost 1.5m sq ft of lettable accommodation, encompassing some 850 individual units and occupied by approximately 700 businesses and individuals of which almost 1.3m sq ft is currently occupied or available for rent. As at 31 August 2003 core occupancy levels across the portfolio averaged 83% of the lettable space. The Group's annualised gross income was approximately £5.7m as at 28 February 2003. Reasons for the Issue, Strategy and Prospects The managed workspace sector is still very much in its infancy and is fragmented. There are few branded organisations currently operating nationwide with multiple sites. Therefore whilst the Directors believe that Bizspace is already one of the largest providers of managed workspace accommodation in the UK, they also consider that there are many multi-let properties available which could be suitable for acquisition to further consolidate and expand Bizspace's position within this market. In order to be in a position to take advantage of opportunities when they arise and having regard to the optimal levels of bank borrowing, the Directors consider it is in Shareholders' best interests for Bizspace to raise further cash resources to take advantage of potential acquisitions. The Directors believe that the net proceeds of the Placing and Open Offer, amounting to approximately £4.95 million, should enable the Company to acquire seven further centres and to partially upgrade some of its existing sites. This assumes a purchase price averaging £1.5 million for each newly purchased centre and on the further assumption that the Company will be able to borrow on a loan-to-value ratio on terms consistent with its existing facilities. Banking Facilities The Director's intend to continue the Company's strategy of acquiring workspace centres funded by seeking further bank borrowings, on terms similar to its existing facilities, based on cash flow generated from those centres. The Company's bankers, Anglo Irish Banking Corporation plc, have indicated that it is their present intention to grant additional facilities of approximately £11.8 million conditional, inter-alia, on the Placing and Open Offer. Placing and Open Offer The Company is proposing, inter alia, to raise approximately £5.32 million gross (approximately £4.95 million net of expenses) by the issue of 19,013,175 New Ordinary Shares pursuant to a Placing and Open Offer. The New Ordinary Shares have been conditionally placed by Teather & Greenwood with institutional investors, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open offer. Under the Open Offer, Qualifying Shareholders will have the right to subscribe for 1 New Ordinary Share for every 2 Ordinary Shares held on the Record Date at a price of 28p per New Ordinary Share. An irrevocable undertaking has been obtained from each of Safeland and SHC (Safeland Holdings Corporation) not to take up their respective entitlements under the Open Offer in respect of 5,090,898 New Ordinary Shares in aggregate, representing approximately 27 per cent. of the New Ordinary Shares to be issued under the Placing and Open Offer, and, accordingly, Teather & Greenwood has conditionally placed these shares firm. Recommendation and Directors' Intentions The Directors consider that the Placing and Open Offer is in the best interests of the Company and its Shareholders. Accordingly, the Directors unanimously recommend you to vote in favour of the Resolution to be proposed at the Extraordinary General Meeting as they have undertaken to do in respect of their beneficial holdings of 1,440,576 Ordinary Shares in aggregate (representing approximately 3.79 per cent. of the Existing Ordinary Shares). In addition, irrevocable undertakings have been received from Bizspace Managing Director Neil Corderey and Finance Director Paul Davis to apply for 30,000 New Ordinary Shares and 16,936 New Ordinary Shares respectively under the Open Offer.' Expected timetable of principal events 2003 Record date for the Open Offer 24 October Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) 3.00pm on 17 November Latest time and date for receipt of Application Forms and payment in full under the Open Offer 3.00pm on 19 November Extraordinary General Meeting 10.00am on 21 November Announcement of the results of the Open Offer 21 November Dealings in the New Ordinary Shares on AIM expected to commence 24 November This information is provided by RNS The company news service from the London Stock Exchange
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