Directorate change ,Placing and Additional Debt...
1 June 2009
1pm plc
("1pm" or the "Company")
Placing, Directorate Change and Additional Debt Financing
Directorate Change
1pm, the small ticket leasing company which provides funding for small and
emerging businesses that have a proven payment history, is pleased to announce
that Ronald Russell (FCCA), aged 53, was appointed to the board of 1pm as a Non-
Executive Director on 29 May 2009.
Ronald Russell has been a strong supporter of the Company since floatation. He
has an extensive background in both investing and advising smaller businesses.
Ronald Russell is currently a director of UK Private Healthcare Limited, Scot-
Leasing Limited, Polish Private Healthcare Limited, and a partner of Delron LLP.
He has also been a director of the following companies in the past 5 years:
- Cheadle Royal Hospital Limited;
- Cheadle Royal Healthcare Limited;
- Affinity Hospitals Holding Limited;
- Affinity Hospitals Limited;
- Affinity Hospitals Group Limited;
- Middleton St George Healthcare Limited;
- The Orthodontic Clinic Limited; and
- Intrepid Investment Limited.
Following the Placing (as defined below) Ronald Russell will hold 368,323,336
ordinary shares of £0.0006818 each in the Company ("Ordinary shares"),
representing approximately 24.25% per cent. of the issued share capital.
In accordance with paragraph (g) of Schedule Two to the AIM Rules for Companies,
the Company confirms that there are no further matters to be disclosed in
respect of Ronald Russell's appointment.
It is with regret that 1pm has been informed of the resignation of Paul Connell
which was effective as of 29 May 2009. The Board would like to thank him for
his contribution to the Company since joining as a Non-Executive Director in
October 2007.
Placing
1pm is also pleased to announce that it has successfully completed a secondary
placing. The Company is encouraged by the amount that was raised given the
current market environment, which was more than the Company initially
anticipated. The placing consists of 728,250,000 Ordinary Shares ("Placing
Shares") at a price of 0.07 pence per Placing Share ("Placing Price") raising
£509,775 before costs and expenses ("Placing"). In addition 18,206,250 new
Ordinary Shares ("New Ordinary Shares") have been issued to SVS, at the Placing
Price, in lieu of part of its fees which total £12,744.38.
The Placing Shares and the New Ordinary Shares will rank pari passu with all
existing fully paid Ordinary Shares. Application has been made for the Placing
Shares and the New Ordinary Shares to be admitted to trading on AIM with trading
expected to commence on 4 June 2009. The funds raised under the Placing will
increase the Company's funding facilities enabling the business to focus on
increasing its market share, building its client base and accelerating growth.
The following table sets out details of the placees who purchased Placing
Shares, at the Placing Price, and who will have an interest in the Ordinary
Shares which must be disclosed under the Financial Services Authority's
Disclosure and Transparency Rules.
Name Number Percenta Number of Number Percenta
of ge of Placing of ge of
Ordinary Ordinary Shares Ordinar Ordinary
Shares Shares purchased y Shares
held held Shares held
prior to prior to held following
the the following the Placing
Placing Placing(%) the (%)
Placing
Michael 40,000,000 5.18 29,000,000 69,000,000 4.54
Johnson
(Executive
Chairman)
Ronald 82,609,050 10.69 285,714,286 368,323,336 24.25
Russell
(Non-Executive
Director)
Maria - - 1,500,000 1,500,000 0.10
Hampton
(Operations
Director)
Helen - - 7,500,000 7,500,000 0.49
Margaret
Walker
(Director
of Treasury)
In addition, the Placing will have the following effect on the shareholdings of
the following significant shareholders:-
Name Number of Percentage of Percentage of
Ordinary Ordinary Ordinary
Shares held Shares held Shares held
prior to and prior to the following the
following the Placing (%) Placing (%)
Placing
John 36,666,667 4.75 2.41
Stickley
Paul 40,000,000 5.18 2.63
Connell
Tony 40,666,667 5.26 2.68
Williams
Rodney 40,500,000 5.24 2.67
Channon
(Finance Director)
For the purposes of the Financial Services Authority's Disclosure and
Transparency Rules, the total number of Ordinary Shares in issue on the date of
admission to trading of the Placing Shares will be 1,518,979,086 with each share
holding one voting right. There are no Ordinary Shares held in treasury.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company, under the Disclosure
and Transparency Rules.
Additional Debt Financing
In addition to increasing working capital through the Placing, 1pm is also
pleased to announce that it secured up to an additional £250,000 of debt
financing through a loan facility dated 29 May 2009 with UK Private Healthcare
Limited, owned as to 50 per cent. by Ronald Russell, a substantial shareholder
and Non-Executive Director of 1pm (the "Loan Facility").
The Loan Facility, which is for a term of two years from the date of drawing,
carries a fixed interest rate of 10 per cent. per annum with the interest
accruing daily and being payable quarterly in arrears. The Company may re-pay
the Loan Facility or any part thereof early and without penalty but may not
redraw the amount repaid.
The Loan Facility will increase the Company's working capital which will
increase its ability to negotiate additional funding lines and strengthen its
position to service the significant opportunities in the small ticket leasing
market.
Ronald Russell's appointment is for an initial term of 12 months, commencing on
29 May 2009 and then terminable at any time by either Ronald Russell or 1pm on 3
months' notice. The fee payable for his services is £10,000 (plus VAT) per
annum.
The independent directors (being Messrs. Michael Johnson and Rodney Channon, and
Maria Hampton and Helen Walker) having consulted with the Company's nominated
adviser, consider the terms of the Loan Facility to be fair and reasonable
insofar as shareholders are concerned.
Mike Johnson, 1pm's Chairman commented:-
"I am pleased to announce that we have increased our available funding through
both the recent fundraising and the additional debt. We believe that this
demonstrates that our shareholders have recognised that the challenging economic
environment offers an attractive opportunity for 1pm to build its market share
as the availability of finance remains constrained for smaller businesses. We
are now well placed to continue building our book whilst adhering to our strict
underwriting criteria. I am also delighted to welcome Ronald Russell to the
board. Ronald has been a long term supporter of 1pm and with his considerable
experience with smaller businesses and his already in-depth understanding of
1pm, he will undoubtedly be a great asset as we continue to take the Company
forward."
Enquiries
Mike Johnson, Chairman 1pm plc 0870 739 7397
Ian Callaway, SVS Securities plc 0207 638 5600
Emily Morgan / Nick Harriss, Blomfield Corporate Finance 0207 489 4500
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