Issue of Equity

RNS Number : 2663C

Sarantel Group PLC

10 November 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL.

10 November 2009

Sarantel Group PLC

("Sarantel" or the "Company")

Placing to raise £2.25 million

Sarantel, the leading manufacturer of revolutionary filtering antennas for mobile and wireless devices, has conditionally raised £2.25 million, before expenses, from the placing by Seymour Pierce Limited of 100,000,000 A Ordinary Shares of 1 pence each in the capital of the Company at 2.25p per share with institutional and other investors. The placing is conditional on, amongst other things, the passing of certain resolutions at the general meeting of the Company and on admission of the new A Ordinary Shares to trading on AIM. 

Background to and reasons for the Placing 

In the statement that accompanied the interim results for the six months ended 31 March 2009, which were announced on 3 June 2009, the Group reported that its turnover had grown significantly in the period, from £1 million to £1.7 million. In addition, as stated in the year-end trading update also released today, the Directors expect that revenue will have increased by 55 per cent. for the year ended 30 September 2009. This increase is due to high-value applications for the Group's antenna technology, such as satellite phones and military equipment.

It was also reported in the interim results that the Group's revenues from the consumer GPS market remained stable, despite the difficult economic conditions and that the use of GPS was increasing because it was fast becoming a "must have" feature in popular consumer products. 

In recent months Sarantel has announced production orders from three customers, Thales Communications Inc, General Dynamics Corporation and Hertz. In addition, the Group has had a further design win with SkyCaddie GPS golf rangefinders and has received production orders for use in the Solara Field Tracker 2100, a 2-way satellite communication device produced by NAL Research, and the Ricoh 500SE digital camera.

In order for the Group to take advantage of opportunities in the consumer products sector, it has appointed an experienced sales director and is already developing or planning new antenna designs.

The Group's cash resources as at 31 March 2009 and 30 September 2009 were £2.2 million and £0.9 million, respectively. In order to improve the Group's cash resources, the Directors have decided to arrange the Placing. The proceeds of the Placing, which amount to approximately £2.06 million after expenses, will allow the Group to continue to develop the customer pipeline, develop new antennas and provide working capital generally.  

The Directors believe that the proceeds of the Placing will provide sufficient working capital for the Company's present requirements.

The Placing

Under the terms of the Placing Agreement, Seymour Pierce has conditionally placed, as agent and broker to the Placing for the Company, 100,000,000 A Ordinary Shares at the Placing Price to raise £2.25 million (gross) and approximately £2.06 million (net of expenses) for the benefit of the Company.

The Placing is conditional, inter alia, upon Admission taking place by 8:00am on 4 December 2009 (or such later date, being not later than 11 December 2009, as the Company and Seymour Pierce may agree).

The Placing Agreement contains provisions entitling Seymour Pierce to terminate the Placing Agreement at any time prior to Admission in certain circumstances. If this right is exercised, the Placees obligations in relation to the Placing will cease.

The Placing Shares, when issued and fully paid, will rank equally in all respects with the issued A Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.  

Directors' and Shareholders' participation in the Placing

Certain Directors and Shareholders have agreed to subscribe for A Ordinary Shares in the Placing. The total number of Ordinary Shares subscribed for and the subsequent holdings of the Directors and Shareholders concerned as a percentage of the issued ordinary share capital as enlarged by the Placing are as follows:

	No. of Existing Ordinary Shares	Percentage of existing voting share capital	No. of Ordinary Shares following the Placing	Percentage of voting share capital following the Placing
Foresight Group	25,781,512	13.50	39,114,845	13.44
Hawk Investments Holdings Limited	20,100,000	10.53	30,100,000	10.35
Godfrey Shingles	979,132	0.51	1,492,132	0.51
David Wither	877,079	0.46	1,100,079	0.38
John Uttley	711,876	0.37	941,876	0.32
Dr Oliver Leisten	252,692	0.13	342,692	0.12
Sitkow Yeung	200,000	0.10	245,000	0.08

It is expected that admission of the Placing Shares will become effective and dealings in the Placing Shares will commence on 4 December 2009. Following Admission, the Company will have 290,936,331 ordinary voting shares in issue. 

Each of Foresight Group and Hawk Investment Holdings Limited, each as a holder of greater than 10 per cent. of the Existing Ordinary Shares of the Company, is a related party for the purposes of the Placing. The Directors having consulted with MJES, the Company's nominated adviser, consider the terms of the Placing to be fair and reasonable insofar as the Company's shareholders are concerned. In advising the Directors, MJES has relied upon the Directors commercial assessments.

Taxation

The following paragraphs apply to the Company and to persons and entities who are holders of Ordinary Shares and/or proposed holders of A Ordinary Shares under the Placing and resident in the UK. The information is based on current UK legislation and practice, is subject to changes therein, is given by way of general summary and does not constitute legal or tax advice.

If you are in doubt about your tax position, or if you are subject to tax in a jurisdiction other than the UK, you should consult your independent financial adviser.

The Company has previously obtained clearance from HM Revenue & Customs that subscriptions made to date in the Company by VCTs and investors seeking EIS relief constituted "qualifying holdings" and eligible shares under VCT and EIS legislation respectively.

Although the Company currently satisfies the relevant conditions contained in the VCT and EIS legislation, neither the Company nor the Directors make any representation or warranty or give any undertaking that VCT and EIS relief will be available in respect of any investment in the Placing Shares, nor do they represent, warrant or undertake that the Company will maintain its qualifying status for VCT investors or that, once given, such relief will not be withdrawn, or that the Company will keep its qualifying status throughout the relevant holding periods for EIS investors.

General Meeting

A General Meeting of the Company has been convened for 12 noon on 3 December 2009 at the offices of Seymour Pierce, 20 Old Bailey, London EC4M 7EN.  

The Resolutions seek to:

(a)    authorise the directors to allot the Placing Shares up to an aggregate nominal value of £1,000,000; and

(b)    disapply statutory pre-emption rights in respect of the allotment of up to 100,000,000 Placing Shares.

Following the proposed Placing, the Company will have 290,936,331 ordinary voting shares in issue. It is intended that application will be made for the new A Ordinary Shares to be admitted to trading on AIM. Admission is expected to be on 4 December 2009. 

Enquiries:

Sarantel Group PLC	01933 670 560
David Wither, Chief Executive Officer
Sitkow Yeung, Finance Director
Merchant John East Securities Limited (Nominated Adviser and Broker)
John East/Simon Clements	020 7628 2200
Seymour Pierce Limited (Broker to the Placing)
David Banks/Nicola Marrin	020 7107 8000
College Hill
Carl Franklin/Adrian Duffield	020 7457 2020

About Sarantel

Sarantel is a leader in the design of high-performance miniature antennas for portable wireless applications. Sarantel's revolutionary ceramic filtering antennas offer dramatically improved performance over existing antenna designs, resulting in a clearer signal, better range and a 90 per cent reduction in the amount of signal radiation absorbed by the body. Because of their smaller size and higher capabilities, Sarantel's antennas enable manufacturers to create innovative wireless products for the GPS, WiMax, Satellite Radio and Satellite phone markets. 

www.sarantel.com

This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.

MJES and Seymour Pierce, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of MJES or to clients of Seymour Pierce, or for providing advice in relation to the Placing.  

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the laws of any state of the United States. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to acquire Placing Shares or other securities in the capital of the Company. There will be no public offer of Placing Shares in the United Kingdom or elsewhere. 

Definitions
"A Ordinary Shares"	A ordinary shares of 1p each in the capital of the Company
"Act"	the UK Companies Act 2006 (as amended)
"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules
"AIM"	the AIM market of London Stock Exchange plc
"AIM Rules"	the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time
"B Ordinary Shares"	B ordinary shares of 1p each in the capital of the Company
"Company" or "Sarantel"	Sarantel Group PLC
"Computershare"	Computershare Investor Services PLC
"Directors" or "Board"	the directors of the Company as set out in the circular to Shareholders
"EIS"	the Enterprise Investment Scheme and related reliefs as detailed in the Income Tax Act 2007, Part 5 and in sections 150A to 150C and Schedule 5B and 5BA of the Taxation of Chargeable Gains Act 1992 (as amended)
"Enlarged Issued Share Capital"	the issued Ordinary Shares immediately following Admission
"Existing Ordinary Shares"	the 190,936,331 Ordinary Shares in issue at the date of this announcement
"Form of Proxy"	the form of proxy enclosed with the circular to Shareholders for use by Shareholders in connection with the GM
"GM" or "General Meeting"	the extraordinary general meeting of the Company convened for 12 noon on 3 December 2009, notice of which is set out in the circular to Shareholders
"Group"	the Company and its subsidiary undertakings
"MJES"	Merchant John East Securities Limited, the Company's nominated adviser and broker
"Ordinary Shares"	together the A Ordinary Shares and the B Ordinary Shares
"Placees"	the subscribers for Placing Shares pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 10 November 2009 between the Company, the Directors and Seymour Pierce
"Placing Price"	2.25p per Placing Share
"Placing Shares"	the 100,000,000 A Ordinary Shares which have been conditionally placed by Seymour Pierce
"Resolutions"	the resolutions set out in the notice of General Meeting
"Seymour Pierce"	Seymour Pierce Limited, broker to the Placing
"Shareholders"	holders of Existing Ordinary Shares
"VCT"	a venture capital trust for the purposes of Income Tax Act 2007, Part 6

 

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