TIDMSEO
RNS Number : 6167M
Stanelco PLC
27 May 2010
27th May 2010
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Stanelco plc
Proposed Firm Placing and Placing and Open Offer to raise up to GBP3.5 million
gross
Stanelco today announces its proposed issue of up to 2,806,525,416 New Ordinary
Shares at 0.125 pence per New Ordinary Share through a Firm Placing and Placing
and Open Offer to raise up to GBP3.5 million gross (approximately GBP2.8 million
net of expenses) assuming the Issue is fully subscribed.
Highlights
· Firm Placing and Placing and Open Offer to raise up to GBP3.5 million
(approximately GBP2.8 million net of expenses)
· Issue Price represents a discount of 37.5 per cent. to the share price of
the Company at close of trading on 26 May 2010
· A total of approximately GBP3.04 million has already been subscribed
under the Issue, as follows:
o Firm Placing of GBP2.5 million (through the issue of 2,000,000,096 New
Ordinary Shares); and
o Placing of GBP0.54 million (through the conditional issue of 430,639,904 New
Ordinary Shares which are subject to clawback through the Open Offer)
· Existing Ordinary Shareholders have the opportunity to apply for up to
GBP1.0 million under the Issue through the Open Offer at the Issue Price
(through the issue of up to 806,525,320 New Ordinary Shares)
· The net proceeds will be used in the development of the Company's
bioplastics business, to fund working capital growth and certain overhead costs
· The Company is also proposing a name change to Biome Technologies plc and
a move to AIM (which is subject to shareholder approval)
· The Issue is subject to approval by the Company's Shareholders at a
general meeting expected to be held on 14 June 2010
· Admission of the Shares to listing on the Official List and to trading on
the London Stock Exchange's main market for listed securities is expected to
take place on 15 June 2010
John Standen, Non-Executive Chairman said:
"I am delighted that we have been able to obtain firm commitments from investors
for more than our minimum fundraising target of GBP2.7 million. Existing
shareholders now have the opportunity, through the Open Offer of GBP1.0 million,
to take us to our maximum target of GBP3.5 million. Our move to AIM will align
us more appropriately with fast developing growth businesses. With our
shareholders' support, we now look forward to delivering on our developing
strategy with renewed vigour."
Paul Mines, Chief Executive Officer said:
"We have the capability to build a leading bioplastics business, well founded on
good science, excellent applications engineering and deep relationships with
blue-chip clients; and last year's performance demonstrated we are making good
strides in achieving this. This therefore leads to it being an appropriate
opportunity to rename the Group and establish it as a brand name within the
sector, following the successful branding of our bioplastics business."
ENQUIRIES:
+----------------------------------+--------------------------+
| Stanelco plc | 023 8086 7100 |
+----------------------------------+--------------------------+
| Paul Mines / Sue Bygrave | |
+----------------------------------+--------------------------+
| | |
+----------------------------------+--------------------------+
| Financial Dynamics | 020 7831 3113 |
+----------------------------------+--------------------------+
| Jonathon Brill/Caroline Stewart | |
+----------------------------------+--------------------------+
| | |
+----------------------------------+--------------------------+
| Singer Capital Markets Limited | 020 3205 7500 |
| (Financial adviser and broker) | |
+----------------------------------+--------------------------+
| James Maxwell / Richard Savage | |
+----------------------------------+--------------------------+
| | |
+----------------------------------+--------------------------+
| Hybridan LLP | 020 7947 4004 |
| (Placing Agent) | |
+----------------------------------+--------------------------+
| Stephen Austin / Kelly Gardiner | |
+----------------------------------+--------------------------+
IMPORTANT INFORMATION:
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any New Ordinary Shares, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection with or act as
any inducement to enter into, any contract or commitment whatsoever with respect
to the proposed Firm Placing and Placing and Open Offer or otherwise. This
announcement is not a prospectus and investors should not subscribe for or
purchase any New Ordinary Shares referred to in this announcement except on the
basis of information in the Prospectus expected to be published today.
The distribution of this announcement in certain jurisdictions may be restricted
by law and such distribution could result in violation of the laws of such
jurisdictions. In particular, this announcement is not for distribution in the
United States, Australia, Canada, Japan, New Zealand or South Africa. This
announcement is not an offer of securities for sale in the United States. The
securities discussed herein have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act") and may not be
offered or sold in the United States absent registration or an exemption from
registration under the US Securities Act. No public offering of the securities
discussed herein is being made in the United States and the information
contained herein does not constitute an offering of securities for sale in the
United States, Australia, Canada, Japan, New Zealand or South Africa. This
announcement is not for distribution directly or indirectly in or into the
United States, Australia, Canada, Japan, New Zealand or South Africa. The
information in this press release may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction, or disclosure of this information in whole or in
part is unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other jurisdictions.
Singer Capital Markets Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is acting as sponsor, financial adviser and
broker exclusively to Stanelco and no one else in connection with the Issue and
Admission and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the Issue and Admission and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Singer, or for providing advice in relation
to the Issue or Admission or any transaction or arrangement referred to in the
Prospectus or this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Singer by FSMA or the regulatory
regime established thereunder, Singer accepts no responsibility whatsoever or
makes any representation or warranty, express or implied, for or in respect of
the contents of the Prospectus or this announcement, including its accuracy,
completeness or verification or regarding the legality of an investment in the
New Ordinary Shares by a subscriber thereof under the laws applicable to such
subscriber or for any other statement made or purported to be made by them, or
on their behalf, in connection with the Company, the New Ordinary Shares, the
Issue, and nothing in the Prospectus or this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to the past or
future. Singer accordingly disclaims to the fullest extent permitted by
applicable law all and any responsibility and liability whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise be
found to have in respect of the Prospectus or this announcement or any such
statement.
Some of the statements in the Prospectus and this announcement include
forward-looking statements which reflect Stanelco's or, as appropriate, the
Directors' current views with respect to financial performance, business
strategy, plans and objectives of management for future operations (including
development plans relating to Stanelco's products and services). These
statements include forward-looking statements both with respect to Stanelco and
the sectors and industries in which Stanelco operates. Statements which include
the words "expects", "intends", "plans", "believes", "projects", "anticipates",
"will", "targets", "aims", "may", "would", "could", "continue" and similar
statements of a future or forward-looking nature identify forward-looking
statements.
All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause Stanelco's actual results to differ materially from those indicated in
these statements. These factors include but are not limited to those described
in the section of the Prospectus headed "Risk Factors", which should be read in
conjunction with the other cautionary statements that are included in the
Prospectus and this announcement. Any forward-looking statements in this
announcement reflect Stanelco's current views with respect to future events and
are subject to these and other risks, uncertainties and assumptions relating to
Stanelco's business, results of operations, financial conditions and growth
strategy.
These forward-looking statements speak only as of the date of the Prospectus or
this announcement, as applicable. Subject to any obligations under the
Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules
and, save as required by the FSA, the London Stock Exchange, the City Code or
applicable law and regulations, the Company undertakes no obligation publicly to
update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise. All subsequent written and oral
forward-looking statements attributable to Stanelco or individuals acting on
behalf of Stanelco are expressly qualified in their entirety by this paragraph.
Prospective investors should specifically consider the factors identified in the
Prospectus which could cause actual results to differ before making an
investment decision.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Stanelco plc
Proposed Firm Placing and Placing and Open Offer to raise up to GBP3.5 million
gross
Introduction
The Directors announce today that the Company proposes to raise approximately
GBP3.5 million (before expenses) by way of a Firm Placing and Placing and Open
Offer through the issue of New Ordinary Shares at an Issue Price of 0.125 pence
per New Ordinary Share.
2,000,000,096 New Ordinary Shares will be issued through the Firm Placing and a
maximum of 806,525,320 New Ordinary Shares (of which 430,639,904 New Ordinary
Shares have been conditionally placed) will be issued through the Placing and
Open Offer. Together, they represent approximately 91.2 per cent. of the
existing issued ordinary shares capital of the Company and 47.7 per cent. of the
enlarged issued share capital of the Company immediately following Admission (in
each case assuming that the Issue is fully subscribed).
It is also proposed that the Company undertakes a change of name to Biome
Technologies plc and a move to AIM.
The Issue is conditional, amongst other things, upon the passing of Resolution 1
to be proposed at the General Meeting to be held at the offices of Osborne
Clarke at One London Wall, London, EC2Y 5EB at 10.00 a.m. on 14 June 2010.
Background to and reasons for the Issue and Use of Proceeds
Background
Since 2007, the principal focus of the Group's business has been directed
towards bioplastics.
Stanelco's other principal business interest is RF applications which is
involved in the design and manufacture of electrical equipment that utilises
radio frequency for heating and sealing.
When embarking on the new strategy in 2007, the Board recognised that growth in
the short term would not be profitable. Given the unforeseen litigation with
Novamont and the resulting costs, the Company's cash resources are being reduced
at a rate exceeding that which was originally anticipated. Consequently, the
Group has been forced to raise funds earlier than the Board originally expected.
Intended strategy if the Issue is successful
Going forward, Stanelco's intended strategy is to continue to develop and
broaden its underlying bioplastics business organically through the exploitation
of higher value areas where the properties of bioplastic materials are most
suitable and valued.
Stanelco's development work will seek not only to enhance the functional
characteristics of its products but also to reduce the cost base of these
materials in order to improve margins generated. Stanelco's products will also
continue to have high levels of renewable constituents while also providing
recycling or composting characteristics as required by each market. The Group
will continue to seek to protect its existing intellectual property in a robust
manner and will seek to protect new developments through patents and
confidentiality in an appropriate manner.
Stanelco has also invested in sales representation in the North America over the
last 20 months and intends to continue aggressive development of this market,
which has a strong focus on renewable content for materials.
Biome Bioplastics will be utilised as the industrial brand for the development
of the bioplastics business and Stanelco's commercial and technical development
will continue to take place within this wholly owned subsidiary. The Biotec
joint venture will continue to be optimised for supporting the manufacturing
scale-up of existing and new products.
Stanelco will continue to develop the RF business in line with its re-emergence
as a small scale OEM engineering business. Opportunities will also be sought to
accelerate the business to a meaningful scale or to realise best value for
Shareholders.
The Board has also examined all operational savings that can be made in order to
underline to Shareholders the Directors' belief that the current development
strategy is working and will continue to do so. In support of Stanelco's growth
strategy the Directors will reduce their remuneration packages during this
period of cash constraint by approximately 30 per cent. following successful
completion of the Proposals, and make further staff cost reductions. These
savings will reduce the cash burn in respect of central costs by approximately
GBP0.3 million per annum.
The Board of Stanelco believes that the strategy being followed has strong
prospects of building a valuable and fast growing business. However, it cannot
be pursued unless the Issue is successful, and the Board therefore urges
Shareholders to support it.
Funding
In order to continue to pursue the Group's intended strategy, the Company is
seeking to raise up to GBP3.5 million (before expenses) from the Issue.
Provided that the Issue becomes unconditional, the net proceeds anticipated to
be received by Stanelco will be approximately GBP2.8 million (assuming that the
Issue is fully subscribed). It is envisioned that these funds will be invested
as follows:
· approximately 40 per cent. in the development of its bioplastics
business;
· approximately 35 per cent. to fund working capital; and
· the remainder of the funds will be used for meeting central
administrative overheads including salary costs and property rents.
The Company is confident that the cash generation of Biotec is sufficient to
meet the envisioned ongoing costs of the Novamont litigation and therefore does
not currently anticipate using a significant amount of the net proceeds of the
Issue to finance the resolution of the litigation.
The Company has conditionally raised approximately GBP2.5 through the Firm
Placing and approximately GBP0.54 million through the Placing.
In the event that Resolution 1 at the General Meeting is not passed, the Issue
will not proceed. The Group will therefore be obliged to immediately follow an
alternate strategy that focuses principally on conserving cash resources whilst
seeking to realise potential value through an orderly disposal of the Group's
assets.
The Board anticipates that such a strategy will almost certainly include:
· the cessation of the bioplastic commercial activities by Stanelco,
placing reliance on SPhere to drive any future sales;
· termination of bioplastic product development activities by Stanelco.
Biotec has no market facing technical development and so such activities will
therefore end;
· the holding of Biotec as an investment with a view to realising value at
some point (pre-emption rights, the current patent dispute with Novamont and the
joint venture agreement limit options in this regard);
· the reduction of the Stanelco Board to one or two individuals charged
with a part-time monitoring role; and
· managing the RF business for minor cash generation whilst seeking a
viable exit route for the business.
The Board will also consider a delisting of the Group from the public markets
completely to save further costs. In the Board's opinion, it is not anticipated
this alternate strategy will realise significant value for Shareholders and
there is a material risk that Shareholder value will be significantly impacted.
Proposed move to AIM
In view of the Group's size, the Board has decided that it is now appropriate to
move trading in the Company's shares to AIM.
It is expected that the move to AIM will significantly reduce the Company's
regulatory workload and expense to a level consistent with the Group's current
structure. The Board believes that the move will have negligible impact on the
ability of Shareholders to trade Ordinary Shares and access information in
relation to the Company.
In addition, due to the expiry of the rights conferred by the Company's "Golden
Share" in Biotec, Stanelco is no longer eligible for a Premium Listing, as
Stanelco no longer controls the majority of its assets.
Proposed Management Incentive Scheme
Subject to the approval of Shareholders at the General Meeting, it is proposed
that the Company will adopt the Stanelco plc Public Equity Plan. This plan will
provide a performance based incentive for the Company's Executive Directors and
other senior executives of Stanelco with the aim of ensuring that the interests
of the Executive Directors and other key executives and Shareholders are closely
aligned.
As part of the introduction of the Stanelco plc Public Equity Plan, the Board
proposes that no further share options will be granted to participants in this
new plan under any of the Company's share option plans during the three years
following the approval of the new plan at the General Meeting.
Dividend Policy
The Company is a growing business which historically invested, and continues to
invest, in order to maximise the future growth opportunities as set out in this
announcement. The Company has not paid any dividends to its Shareholders in its
recent past and the Board does not currently consider it appropriate to pay any
dividends. The Board may reconsider this policy once the Group becomes cash
generative.
Principal terms and timing of the Issue
Structure
Stanelco intends to issue 2,000,000,096 New Ordinary Shares through the Firm
Placing and up to 806,525,320 New Ordinary Shares through the Placing and Open
Offer at 0.125 pence per New Ordinary Share to raise gross proceeds of GBP3.5
million (assuming the Issue is fully subscribed).
The Issue Price represents a 37.5 per cent. discount to the Stanelco closing
price of 0.20 pence per Ordinary Share on 26 May 2010, being the Business Day
prior to the date of the announcement of the Issue.
Firm Placing
The Firm Placees have agreed to subscribe for 2,000,000,096 New Ordinary Shares
at the Issue Price (representing gross proceeds of GBP2.5 million). The Firm
Placed Shares are not subject to clawback and are not part of the Placing and
Open Offer.
Placing and Open Offer
Under the Open Offer, Qualifying Shareholders will have a Basic Entitlement of:
0.262 of an Open Offer Share for each Existing Ordinary Share
Qualifying Shareholders may also apply, under the Excess Application Facility,
for additional Excess Shares (save that the total number of New Ordinary Shares
to be issued by the Company pursuant to the Issue shall be limited to
2,806,525,416). Accordingly, to the extent that valid subscriptions under the
Open Offer are made for in excess of 806,525,320 New Ordinary Shares,
applications under the Excess Application Facility will be allocated by the
Directors to Shareholders who apply under the Excess Application Facility pro
rata to their existing holdings of Ordinary Shares.
Under the Placing and Open Offer, Stanelco intends to issue up to 806,525,320
New Ordinary Shares at the Issue Price (representing gross proceeds of GBP1.0
million).
The Conditional Placees have agreed to subscribe for the Conditional Placed
Ordinary Shares pursuant to the Placing.
Conditionality
The Issue is conditional upon the following:
· the passing of Resolution 1 to be proposed at the General Meeting;
· Admission becoming effective by not later than 8.00 a.m. on 15 June 2010;
and
· the Placing Agreement becoming unconditional in all respects.
Current Trading and Prospects
Stanelco announced its Final Results for the year ended 31 December 2009 on 29
April 2010. Stanelco reported turnover of GBP17.9 million (2008: GBP14.8
million), a loss from operations of GBP2.6 million (2008: GBP2.8 million) and a
loss before taxation of GBP3.6 million (2008: GBP0.5 million (profit)).
In the Company's interim management statement made on 29 April 2010, the
following statements were made:
"Group revenues continued to grow strongly during the three months to 31 March
2010 and the Group's overall trading performance remains in line with the
Board's expectations for the year.
Previously, Stanelco held a casting vote over certain matters in Biotec (the
"Golden Share"); this arrangement expired on 31 December 2009 and shareholder
control with SPhere SA moved seamlessly to a clear 50/50 basis. The Company will
no longer consolidate 100% of Biotec's results. The revenue and cash balances
reported in this announcement, therefore, include 50% of the figures reported by
Biotec and the prior year figures are reported on the same basis to allow a
like-for-like comparison.
Group revenues increased from GBP2.1 million to GBP2.6 million in the three
months to 31 March 2010 on a like-for-like basis (including 50% of Biotec's
revenues), an increase of 26% compared with the same period last year. This
reflected a 76% increase in bioplastic sales made by the UK bioplastics
business, Biome Bioplastics, a 58% increase in sales in RF Applications division
and a 7% increase in third party sales from our joint venture, Biotec.
Our cash position at 31 March 2010 was GBP2.4 million, including 50% of Biotec's
cash balance."
Working capital
The Company is of the opinion that taking into account the net proceeds of the
Firm Placing and Placing, the Group has sufficient working capital for its
present requirements, that is, for at least 12 months from the date of this
document.
Directors' Intentions
The Directors currently beneficially own, in aggregate, 3,100,000 Existing
Ordinary Shares representing approximately 0.1 per cent. of the issued ordinary
share capital of the Company as at 26 May 2010 (the latest practicable date
prior to publication of this announcement).Certain Directors and members of the
Company's senior management team have agreed to subscribe for an aggregate of
97,600,000 New Ordinary Shares in the Firm Placing and the Placing.
General Meeting
The Company is required to obtain certain Shareholder approvals in connection
with the Firm Placing and Placing and Open Offer, the change of name to Biome
Technologies plc, the proposed PEP and move to AIM and a general meeting is
therefore to be held at 10.00 a.m. on 14 June 2010 at which the recommended
resolutions containing such approvals will be sought.
The Board, which has received financial advice from Singer in connection with
the Proposals and the adoption of the PEP, considers that these proposals and
the passing of the resolutions are in the best interests of the Company and the
Shareholders as a whole. In providing its advice Singer has taken into account
the Board's commercial assessments.
Accordingly, the Board unanimously recommends that you vote in favour of the
Resolutions to be proposed at the General Meeting, as the Directors intend to do
in respect of their own beneficial holdings totaling 3,100,000 Existing Ordinary
Shares, representing approximately 0.1 per cent. of the Existing Ordinary Shares
of the Company as at 26 May 2010.
Expected Timetable
Each of the times and dates set out below and mentioned elsewhere in this
announcement may be adjusted by the Company, in which event details of the new
times and dates will be notified.
+---------------------------------------+---------------------+
| Record Date for entitlement to | close of business |
| participate in the Open Offer | on 26 May 2010 |
| | |
+---------------------------------------+---------------------+
| Announcement of the Issue, | 27 May 2010 |
| publication of the Prospectus and | |
| posting of the Prospectus, Form of | |
| Proxy and, to Qualifying non-CREST | |
| Shareholders only, the Non-CREST | |
| Application Form | |
| | |
+---------------------------------------+---------------------+
| Ex-entitlement date for the Open | 27 May 2010 |
| Offer | |
+---------------------------------------+---------------------+
| Basic Entitlements and Excess CREST | 28 May 2010 |
| Open Offer Entitlements credited to | |
| CREST stock accounts of Qualifying | |
| CREST Shareholders | |
| | |
+---------------------------------------+---------------------+
| Recommended latest time for | 4.30 p.m. on 7 June |
| requesting withdrawal of Basic | 2010 |
| Entitlements and Excess CREST Open | |
| Offer Entitlements from CREST | |
| | |
+---------------------------------------+---------------------+
| Latest time for depositing Basic | 3.00 p.m. on 8 June |
| Entitlements and Excess CREST Open | 2010 |
| Offer Entitlements into CREST | |
| | |
+---------------------------------------+---------------------+
| Latest time and date for splitting | 3.00 p.m. on 9 June |
| Non-CREST Application Forms (to | 2010 |
| satisfy bona fide market claims only) | |
| | |
+---------------------------------------+---------------------+
| Latest time for receipt of completed | 11.00 a.m. on 11 |
| Non-CREST Application Forms and | June 2010 |
| payment in full under the Open Offer | |
| or settlement of relevant CREST | |
| instructions (as appropriate) | |
| | |
+---------------------------------------+---------------------+
| Latest time for receipt of Forms of | 10.00 a.m. on 12 |
| Proxy and electronic proxy | June 2010 |
| appointments via the CREST system | |
| | |
+---------------------------------------+---------------------+
| Results of the Issue announced | 14 June 2010 |
| through a Regulatory Information | |
| Service | |
| | |
+---------------------------------------+---------------------+
| General Meeting | 10.00 a.m. on 14 |
| | June 2010 |
| | |
+---------------------------------------+---------------------+
| Admission of, and commencement of | By 8.00 a.m. on 15 |
| dealings in, the New Ordinary Shares | June 2010 |
| | |
+---------------------------------------+---------------------+
| New Ordinary Shares in uncertificated | 15 June 2010 |
| form expected to be credited to | |
| accounts in CREST | |
| | |
+---------------------------------------+---------------------+
| Expected date of despatch of | 22 June 2010 |
| definitive share certificates for New | |
| Ordinary Shares in certificated form | |
| | |
+---------------------------------------+---------------------+
| Expected last day of dealing in | 9 July 2010 |
| Ordinary Shares on the Official List | |
| | |
+---------------------------------------+---------------------+
| Expected date of Admission to AIM and | 12 July 2010 |
| first day of dealing in Ordinary | |
| Shares | |
| | |
+---------------------------------------+---------------------+
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
+------------------------------+------------------------------+
| "Admission" | the admission of the New |
| | Ordinary Shares to the |
| | Official List becoming |
| | effective in accordance with |
| | the Listing Rules and the |
| | admission of such shares to |
| | trading on the main market |
| | for listed securities of the |
| | London Stock Exchange |
| | becoming effective in |
| | accordance with the |
| | Admission and Disclosure |
| | Standards; |
| | |
+------------------------------+------------------------------+
| "Admission and Disclosure | the requirements contained |
| Standards" | in the publication |
| | "Admission and Disclosure |
| | Standards" containing, inter |
| | alia, the admission |
| | requirements to be observed |
| | by companies seeking |
| | admission to trading on the |
| | London Stock Exchange's main |
| | market for listed |
| | securities; |
| | |
+------------------------------+------------------------------+
| "AIM" | the AIM market operated by |
| | the London Stock Exchange; |
| | |
+------------------------------+------------------------------+
| "Annual Report and Accounts" | the annual report and |
| | accounts prepared by the |
| | Company for the financial |
| | years ended 31 December 2007 |
| | and/or 31 December 2008 |
| | and/or 31 December 2009 (as |
| | the case may be); |
| | |
+------------------------------+------------------------------+
| "Basic Entitlement" | the pro rata entitlement of |
| | Qualifying Shareholders to |
| | subscribe for 0.262 Open |
| | Offer Shares for every |
| | Existing Ordinary Share |
| | registered in their name as |
| | at the Record Date; |
| | |
+------------------------------+------------------------------+
| "Biotec" | Biotec Holding GmbH, a |
| | company registered and |
| | incorporated in Germany; |
| | |
+------------------------------+------------------------------+
| "Board" | the board of Directors of |
| | the Company from time to |
| | time; |
| | |
+------------------------------+------------------------------+
| "Business Day" | any day on which banks are |
| | generally open in London for |
| | the transaction of business |
| | other than a Saturday or |
| | Sunday or public |
| | holiday; |
| | |
+------------------------------+------------------------------+
| "certificated" or "in | a share or other security |
| certificated form" | which is not in |
| | uncertificated form (that |
| | is, not in CREST); |
| | |
+------------------------------+------------------------------+
| "City Code" | the UK City Code on |
| | Takeovers and Mergers; |
| | |
+------------------------------+------------------------------+
| "Closing Price" | the closing, middle market |
| | quotation of an Existing |
| | Ordinary Share, as published |
| | in the Daily Official List; |
| | |
+------------------------------+------------------------------+
| "Companies Act" | the Companies Act 2006, as |
| | amended; |
| | |
+------------------------------+------------------------------+
| "Conditional Placees" | any persons who have agreed |
| | to subscribe for Conditional |
| | Placed Shares; |
| | |
+------------------------------+------------------------------+
| "Conditional Placed Shares" | the 430,639,904 Open Offer |
| or | Shares to be allotted and |
| "Placing Shares" | issued by the Company under |
| | the Placing subject to claw |
| | back to satisfy valid |
| | applications by Qualifying |
| | Shareholders under the Open |
| | Offer or Excess Application |
| | Facility pursuant to the |
| | Placing Agreement; |
| | |
+------------------------------+------------------------------+
| "CREST" | the system for the paperless |
| | settlement of trades in |
| | securities and the holding |
| | of uncertificated securities |
| | in accordance with the CREST |
| | Regulations operated by |
| | Euroclear; |
| | |
+------------------------------+------------------------------+
| "Daily Official List" | the daily official list of |
| | the London Stock Exchange; |
| | |
+------------------------------+------------------------------+
| "Director(s)" | the director(s) of the |
| | Company; |
| | |
+------------------------------+------------------------------+
| "Disclosure and Transparency | the disclosure and |
| Rules" | transparency rules made |
| | under Part VI of the FSMA |
| | (as set out in the FSA |
| | Handbook), as amended; |
| | |
+------------------------------+------------------------------+
| "Enlarged Issued Share | the issued ordinary share |
| Capital" | capital of the Company |
| | following the issue of the |
| | New Ordinary Shares pursuant |
| | to the Firm Placing and |
| | Placing and Open Offer; |
| | |
+------------------------------+------------------------------+
| "EU" | the European Union first |
| | established by the treaty |
| | made at Maastricht on 7 |
| | February 1992; |
| | |
+------------------------------+------------------------------+
| "Euroclear" | Euroclear UK & Ireland |
| | Limited; |
| | |
+------------------------------+------------------------------+
| "European Economic Area" | the EU, Iceland, Norway and |
| | Lichtenstein; |
| | |
+------------------------------+------------------------------+
| "Excess Application | the arrangement pursuant to |
| Facility" | which Qualifying |
| | Shareholders may apply for |
| | additional Open Offer Shares |
| | in excess of their Basic |
| | Entitlement in accordance |
| | with the terms and |
| | conditions of the Open |
| | Offer; |
| | |
+------------------------------+------------------------------+
| "Excess CREST Open Offer | in respect of each |
| Entitlement" | Qualifying CREST Shareholder |
| | who has taken up his Basic |
| | Entitlement in full, the |
| | entitlement (in addition to |
| | his Basic Entitlement) to |
| | apply for Open Offer Shares |
| | up to the number of Open |
| | Offer Shares comprised in |
| | his Open Offer Entitlement, |
| | credited to his stock |
| | account in CREST, pursuant |
| | to the Excess Application |
| | Facility, which may be |
| | subject to scaling back in |
| | accordance with the |
| | provisions of the |
| | Prospectus; |
| | |
+------------------------------+------------------------------+
| "Excess Shares" | Open Offer Shares which are |
| | not taken up by Qualifying |
| | Shareholders pursuant to |
| | their Basic Entitlement and |
| | are offered to |
| | Qualifying Shareholders |
| | under the Excess Application |
| | Facility; |
| | |
+------------------------------+------------------------------+
| "Executive Directors" | the executive Directors of |
| | the Company, being Paul R |
| | Mines and Susan J Bygrave; |
| | |
+------------------------------+------------------------------+
| "Existing Ordinary Shares" | the Ordinary Shares in issue |
| | at the Record Date; |
| | |
+------------------------------+------------------------------+
| "Final Results" | the Company's final results |
| | for the year ended 31 |
| | December 2009, as announced |
| | on 29 April 2010; |
| | |
+------------------------------+------------------------------+
| "Firm Placing" | the placing by Singer of the |
| | Firm Placed Shares with the |
| | Firm Placees pursuant to the |
| | Placing Agreement; |
| | |
+------------------------------+------------------------------+
| "Firm Placed Shares" | the 2,000,000,095 New |
| | Ordinary Shares to be |
| | allotted and issued by the |
| | Company under the Firm |
| | Placing; |
| | |
+------------------------------+------------------------------+
| "Firm Placees" | any persons who have agreed |
| | to subscribe for Firm Placed |
| | Shares; |
| | |
+------------------------------+------------------------------+
| "Form of Proxy" | the form of proxy for use at |
| | the General Meeting which |
| | will accompany the |
| | Prospectus; |
| | |
+------------------------------+------------------------------+
| "FSA" or "Financial Services | the Financial Services |
| Authority" | Authority of the United |
| | Kingdom; |
| | |
+------------------------------+------------------------------+
| "FSMA" | Financial Services and |
| | Markets Act 2000, as |
| | amended; |
| | |
+------------------------------+------------------------------+
| "General Meeting" | the general meeting of the |
| | Company to be convened |
| | pursuant to the notice set |
| | out at in the Prospectus |
| | |
+------------------------------+------------------------------+
| "Group" | the Company, its subsidiary |
| | undertakings and Biotec, |
| | and, where the context |
| | permits, each of them; |
| | |
+------------------------------+------------------------------+
| "Issue" | the Firm Placing and Placing |
| | and Open Offer; |
| | |
+------------------------------+------------------------------+
| "Issue Price" | 0.125 pence per New Ordinary |
| | Share; |
| | |
+------------------------------+------------------------------+
| "Listing Rules" | the listing rules made under |
| | section 73A of the FSMA (as |
| | set out in the FSA |
| | Handbook), as amended; |
| | |
+------------------------------+------------------------------+
| "London Stock Exchange" | London Stock Exchange plc or |
| | its successor(s); |
| | |
+------------------------------+------------------------------+
| | |
+------------------------------+------------------------------+
| "New Ordinary Shares" | the new Ordinary Shares to |
| | be issued by the Company |
| | pursuant to the Firm Placing |
| | and Placing and Open Offer; |
| | |
+------------------------------+------------------------------+
| "Non-CREST Application | the application form for use |
| Form" | by Qualifying Non-CREST |
| | Shareholders relating to |
| | applications for Open Offer |
| | Shares |
| | (including in respect of |
| | Excess Shares under the |
| | Excess Application |
| | Facility); |
| | |
+------------------------------+------------------------------+
| "Non-executive Directors" | the non-executive Directors |
| | of the Company, being John F |
| | Standen and Elizabeth |
| | Filkin; |
| | |
+------------------------------+------------------------------+
| "Novamont" | Novamont S.p.A.; |
| | |
+------------------------------+------------------------------+
| "Official List" | the Official List of the FSA |
| | pursuant to Part VI of the |
| | FSMA; |
| | |
+------------------------------+------------------------------+
| "Open Offer" | the invitation by the |
| | Company to Qualifying |
| | Shareholders to apply to |
| | subscribe for Open Offer |
| | Shares on the terms and |
| | conditions set out in the |
| | Prospectus and, in the case |
| | of Qualifying Non-CREST |
| | Shareholders, in the |
| | Non-CREST Application Form; |
| | |
+------------------------------+------------------------------+
| "Open Offer Entitlement" | an entitlement to subscribe |
| | for Open Offer Shares |
| | allocated to a Qualifying |
| | Shareholder under the Open |
| | Offer; |
| | |
+------------------------------+------------------------------+
| "Open Offer Shares" | the 806,525,320 New Ordinary |
| | Shares to be offered, |
| | allotted and issued to |
| | Qualifying Shareholders |
| | under the Open Offer; |
| | |
+------------------------------+------------------------------+
| "Ordinary Shares" | the ordinary shares of 0.1p |
| | each in the capital of the |
| | Company; |
| | |
+------------------------------+------------------------------+
| "PEP" | the Stanelco plc Public |
| | Equity Plan; |
| | |
+------------------------------+------------------------------+
| "Placing" | the conditional placing by |
| | Singer of the Conditional |
| | Placed Shares pursuant to |
| | the Placing Agreement; |
| | |
+------------------------------+------------------------------+
| "Placing Agreement" | the conditional agreement |
| | dated [27] May 2010 between |
| | the Company and Singer; |
| | |
+------------------------------+------------------------------+
| "Premium Listing" | as defined in the Listing |
| | Rules; |
| | |
+------------------------------+------------------------------+
| "Proposals" | the Issue, the removal of |
| | the limit on the Company's |
| | authorized share capital, |
| | the change of name of the |
| | Company the cancellation of |
| | the admission of the |
| | Ordinary Shares to the |
| | Official List and to |
| | trading on the London Stock |
| | Exchange's main market for |
| | listed securities and the |
| | application for admission to |
| | trading on AIM; |
| | |
+------------------------------+------------------------------+
| "Prospectus" | the prospectus expected to |
| | be published later today, |
| | comprising a prospectus |
| | relating |
| | to the Company for the |
| | purpose of the Issue and the |
| | admission of the New |
| | Ordinary Shares to the |
| | Official List and to trading |
| | on the main market for |
| | listed securities of the |
| | London Stock Exchange |
| | (together with any |
| | supplements or amendments |
| | thereto); |
| | |
+------------------------------+------------------------------+
| "Prospectus Rules" | the prospectus rules made |
| | under Part VI of the FSMA |
| | (as set out in the FSA |
| | Handbook), as amended; |
| | |
+------------------------------+------------------------------+
| "Qualifying CREST | Qualifying Shareholders |
| Shareholders" | holding Ordinary Shares in |
| | uncertificated form; |
| | |
+------------------------------+------------------------------+
| "Qualifying Non-CREST | Qualifying Shareholders |
| Shareholders" | holding Ordinary Shares in |
| | certificated form; |
| | |
+------------------------------+------------------------------+
| "Qualifying Shareholders" | holders of Existing Ordinary |
| | Shares on the register of |
| | members of the Company on |
| | the Record Date with the |
| | exception (subject to |
| | certain exceptions) of |
| | persons with a registered |
| | address or located or |
| | resident in any Restricted |
| | Jurisdiction; |
| | |
+------------------------------+------------------------------+
| "Record Date" | 6.00 p.m. on 26 May 2010; |
| | |
+------------------------------+------------------------------+
| "Regulatory Information | one of the regulatory |
| Service" | information services |
| | authorised by the UK Listing |
| | authority to receive, |
| | process and disseminate |
| | regulatory information from |
| | listed companies; |
| | |
+------------------------------+------------------------------+
| "Resolution 1" | the resolution numbered 1 to |
| | be proposed at the General |
| | Meeting (to approve: (a) the |
| | Issue and matters associated |
| | with it, (b) the abolition |
| | of the limit on the |
| | Company's authorised share |
| | capital; and (c) to grant |
| | the Directors authority to |
| | apply for admission of the |
| | Ordinary Shares to AIM; |
| | |
+------------------------------+------------------------------+
| "Resolutions" | Resolution 1 and Resolution |
| | 2; |
| | |
+------------------------------+------------------------------+
| "Restricted Jurisdiction" | each of Australia, Canada, |
| | Japan, New Zealand, South |
| | Africa and the United |
| | States; |
| | |
+------------------------------+------------------------------+
| "RF" | radio frequency; |
| | |
+------------------------------+------------------------------+
| "Securities Act" | the US Securities Act of |
| | 1933, as amended; |
| | |
+------------------------------+------------------------------+
| "Singer Capital Markets" or | Singer Capital Markets |
| "Singer" | Limited whose registered |
| | office is at One Hanover |
| | Street, London W1S 1YZ; |
| | |
+------------------------------+------------------------------+
| "Shareholder(s)" | holder(s) of Ordinary |
| | Shares; |
| | |
+------------------------------+------------------------------+
| "Stanelco" or the "Company" | Stanelco plc (company number |
| | 01873702) whose registered |
| | office is at Starpol |
| | Technology Centre, North |
| | Road, Marchwood, |
| | Southampton, Hampshire SO40 |
| | 4BL; |
| | |
+------------------------------+------------------------------+
| "stock account" | an account within a member |
| | account in CREST to which a |
| | holding of a particular |
| | share or other security in |
| | CREST is credited; |
| | |
+------------------------------+------------------------------+
| "subsidiary" | a subsidiary as that term is |
| | defined in section 1159 of |
| | the Companies Act; |
| | |
+------------------------------+------------------------------+
| "subsidiary undertaking" | a subsidiary undertaking as |
| | that term is defined in |
| | section 1162 of the |
| | Companies Act; |
| | |
+------------------------------+------------------------------+
| "UK Listing Authority" | the Financial Services |
| | Authority acting in its |
| | capacity as the competent |
| | authority in the UK for the |
| | purposes of the FSMA; |
| | |
+------------------------------+------------------------------+
| "uncertificated" or "in | a share or other security |
| uncertificated form" | recorded on the relevant |
| | register of the share or |
| | security concerned as being |
| | held in uncertificated form |
| | in CREST and title to which |
| | by virtue of the CREST |
| | regulations, may be |
| | transferred by means of |
| | CREST; |
| | |
+------------------------------+------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great |
| | Britain and Northern |
| | Ireland; |
| | |
+------------------------------+------------------------------+
| "United States" or "US" | the United States of |
| | America, its territories and |
| | possessions, any State of |
| | the United States and the |
| | District of Columbia; |
| | |
+------------------------------+------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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