Placing announcement
24 June 2009 - 4:00PM
UK Regulatory
TIDMSOM
RNS Number : 4044U
Somero Enterprises Inc.
24 June 2009
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| THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, |
| RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, |
| AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN |
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| PRESS ANNOUNCEMENT |
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| FOR IMMEDIATE RELEASE |
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| 24 June 2009 | |
| | |
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| Somero Enterprises, Inc |
| ("Somero" or the "Company") |
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| Placing raising net proceeds of approximately $5 million and agreement of |
| new debt facilities |
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| Placing |
| The Board of Somero is pleased to announce that it has today completed a |
| placing, arranged by Collins Stewart Europe Limited ("Collins Stewart"), to |
| raise approximately $5.5 million before expenses ("the Placing"). A total |
| of 20,606,730 shares of common stock of $0.001 par value each ("New |
| Shares") have been placed with institutional investors at a price of 15 |
| pence per New Share, representing a discount of approximately 14.3% to the |
| closing middle market price (derived from the Daily Official List) on 23 |
| June 2009. In addition, the senior management team of Somero has subscribed |
| for 1,536,900 New Shares at a price of 15 pence per New Share, representing |
| an investment of approximately $0.4 million. Somero anticipates that the |
| net proceeds available to the Company will be approximately $5 million. |
| Upon completion the New Shares will represent approximately 39% of the |
| enlarged issued share capital of the Company. The Company currently has |
| 34,281,968 shares of common stock issued. After the Placing, the Company |
| will have 56,425,598 shares of common stock issued. |
| The Placing is conditional on admission of the New Shares to trading on the |
| AIM market of the London Stock Exchange ("Admission"). Application has been |
| made for the New Shares to be admitted to trading on AIM and it is expected |
| that Admission will occur on 26 June 2009. |
| The Board has confirmed its intention to consider using a portion of future |
| surplus free cash generated by the Company to return capital to |
| shareholders, either through dividend payments or a share buy-back |
| programme. |
| The Board has also confirmed its intention in the near term to adopt a new |
| employee share option scheme for the purposes of retaining key staff ("the |
| New Option Plan"). The Board expects the existing option plan to be |
| cancelled in conjunction with any option awards under the New Option Plan |
| and any vesting under the New Option Plan will require performance |
| conditions to be met. It is currently expected that an aggregate of |
| approximately 3.4 million shares of common stock will be available for |
| awards under the New Option Plan. |
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| |
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| Banking |
| The net proceeds of the Placing will be used to repay a portion of the $10 |
| million term debt facility currently in place with RBS Citizens. In |
| connection with the repayment, the Company has renegotiated the terms of |
| its banking covenants in 2009 and 2010. The new covenants are expected to |
| result in increased flexibility and to position the Company to take |
| advantage of improving economic conditions as and when they develop. |
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| |
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| Current trading |
| The Board confirms that trading is in line with the update given at the |
| time of the Company's preliminary results announcement on 6 May 2009. |
| North America |
| Overall sales are progressing in line with plan although Large line sales |
| are running slightly below plan given the slow startup of construction |
| projects although the new SXP-D with Somero Total Care Program is on plan. |
| Small line sales are in line with Board expectations. Sales of the new Mini |
| Screed Commercial are above plan, as a result of its value proposition and |
| strong acceptance by customers. 3-D software system sales are strong and |
| refurbished sales are ahead of plan. |
| EMEA |
| Sales are below plan but appear to be gaining momentum. Whilst both Large |
| and Small line sales were slow due to the slow startup of construction |
| projects to date, acceptance of the new SXP-D and Somero Total Care Program |
| is encouraging, and an improvement in both Large line and Small line |
| trading was seen in May 2009. Sales of the new Mini Screed Commercial were |
| below plan, given the limited demonstration opportunities to date, but |
| recent acceptance levels are encouraging and sales appear to be improving. |
| Other sales are on plan. |
| Rest of the World ("RoW") |
| Sales in RoW are above plan and look to remain strong. Large line sales are |
| strong, with particular interest from Latin and South America for the SXP-D |
| and Somero Total Care Program. Although trading in China and Australia |
| remains slow for Large line, Small line sales are showing improvement in |
| these regions with total Small line sales ahead of plan on an overall |
| basis. Sales for the new Mini Screed Commercial are on plan, with |
| encouraging acceptance from Latin and South America. Other South American |
| sales remain strong. |
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| |
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| Cost Reduction Program |
| The Company has continued to implement its cost reduction programme, and |
| operating costs (excluding depreciation and amortisation) in 2009 and 2010 |
| are expected to be around $11 million and $10 million respectively, down |
| from a level of $24 million in 2008. Headcount reduction has been the key |
| driver for this decrease in costs. The Company has also eliminated raises, |
| bonuses and reduced employee salaries by 10%, generating annualised savings |
| of approximately $1.7 million. |
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| |
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| Related Party Transactions |
| The following Substantial Shareholders (as defined by the AIM Rules for |
| Companies) and directors have subscribed for New Shares issued as part of |
| the Placing. They are therefore related parties for the purposes of AIM |
| Rule 13. |
| Substantial Shareholders |
| - Polar Capital Partners - 3,000,000 New Shares |
| - Toscafund Asset Management - 2,933,300 New Shares |
| Directors |
| - Jack Cooney - 1,412,468 New Shares |
| - Mike Niemela - 60,827 New Shares |
| The independent, non-executive directors of Somero, having consulted with |
| the Company's nominated adviser, Hawkpoint Partners Limited, consider the |
| terms of the transaction to be fair and reasonable insofar as its |
| shareholders are concerned. |
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| |
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| Jack Cooney, CEO of Somero commented: |
| "I am delighted that Somero shareholders have demonstrated such confidence |
| in the Company's future prospects through this placing. The Board believes |
| that Somero now has a stable financial footing in place and I look forward |
| to delivering value for shareholders through its next phase of growth." |
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| |
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| Enquiries | |
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| | |
+--------------------------------+--------------------------------------------+
| Hawkpoint | +44 (0)20 7665 4500 |
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| Christopher Kemball / Chris | |
| Robinson | |
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| | |
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| Collins Stewart | +44 (0)20 7523 8000 |
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| Piers Coombs / Jon Drage | |
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| |
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| Important Notice |
| This announcement has been issued by, and is the sole responsibility of, |
| the Company. No representation or warranty, express or implied, is or will |
| be made as to, or in relation to, and no responsibility or liability is or |
| will be accepted by, Collins Stewart or Hawkpoint Partners Limited or by |
| any of their respective affiliates or agents as to or in relation to, the |
| accuracy or completeness of this announcement, or any other written or oral |
| information made available to or publicly available to any prospective |
| investor or its advisers, and any liability therefore is hereby expressly |
| disclaimed. |
| Hawkpoint Partners Limited, which is authorised and regulated in the United |
| Kingdom by the Financial Services Authority, is acting as nominated adviser |
| to Somero Enterprises, Inc. and is acting for no-one else in connection |
| with the Placing and will not be responsible to anyone other than Somero |
| Enterprises, Inc. for providing the protections afforded to clients of |
| Hawkpoint Partners Limited nor for providing advice in connection with the |
| Placing or any other matter referred to herein. |
| Collins Stewart Europe Limited, which is authorised and regulated in the |
| United Kingdom by the Financial Services Authority, is acting as broker to |
| Somero Enterprises, Inc. and is acting for no-one else in connection with |
| the Placing and will not be responsible to anyone other than Somero |
| Enterprises, Inc. for providing the protections afforded to clients of |
| Collins Stewart Europe Limited nor for providing advice in connection with |
| the Placing or any other matter referred to herein. |
| The shares in the Company have not been registered under the United States |
| Securities Act of 1933, as amended (the "US Securities Act"), and may not |
| be offered or sold in the United States or to, or for the account or |
| benefit of, US Persons (as defined in Regulation S under the US Securities |
| Act) absent registration under the U.S. Securities Act or pursuant to an |
| exemption from the registration requirements under the US Securities Act. |
| The New Shares issued in the Placing are being offered and sold in a |
| private placement exclusively to a limited number of "accredited investors" |
| pursuant to Rule 506 of Regulation D under the US Securities Act. |
| Neither this announcement nor any part of it constitutes an offer to sell |
| or issue or the solicitation of an offer to buy, subscribe or acquire any |
| shares in the Company in any jurisdiction in which any such offer or |
| solicitation would be unlawful and the information contained herein is not |
| for publication or distribution, directly or indirectly, in or into Canada, |
| Australia, the Republic of South Africa or Japan or any jurisdiction in |
| which such publication or distribution would be unlawful. No public |
| offering of securities of the Company is being made in the United Kingdom, |
| the United States or elsewhere. |
| Members of the general public are not eligible to take part in the Placing. |
| Invitations to participate in the Placing have been limited to certain |
| qualified persons. |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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