LONDON--(BUSINESS WIRE)--
Wheelsure Holdings plc (“Wheelsure” or the “Company”)
Placing, Open Offer and Notice of General Meeting
Introduction
Wheelsure is pleased to announce that it has conditionally placed 9,637,860 new ordinary shares (“Placing Shares”) of 1p each (“Ordinary Shares”) at a price of 1.75p per share thereby raising gross proceeds of £169,000 (the “Placing”).
In order to provide shareholders who have not taken part in the Placing with an opportunity to invest in the Company, the Company is providing all qualifying shareholders with the opportunity to subscribe, also at 1.75p per share, for an aggregate of up to 13,999,902 new Ordinary Shares (“Open Offer Shares”) on the basis of 1 new Ordinary Share for every 5 existing Ordinary Shares held. Shareholders are being offered the opportunity to apply for additional Open Offer Shares in excess of their pro rata entitlements to the extent that other shareholders do not take up their entitlements in full. In the event that applications are received for in excess of 13,999,902 Open Offer Shares, excess applications will be scaled back pro rata to existing shareholdings.
Reasons for the Placing and Open Offer
Whilst the Board is confident that the Group is proliferating positive tests and trials, technical approvals and developing new business partnerships, all of which contribute towards the commercialisation of its products, there have been delays in securing orders both, in the Boards opinion, as a result of the general challenging economic climate but also because of the requirement of potential customers, primarily for health & safety reasons, for extended testing periods prior to any commitment.
As set out further in the circular to shareholders dated 11 January 2013 (“Circular”), the Board believes that progress is being made across a wider number of territories and, as a result, is increasingly optimistic that significantly more orders will be received in the current financial year.
The net proceeds of the Placing and Open Offer, which will total up to approximately £376,000 after expenses (on the assumption that the Open Offer is taken up in full by Qualifying Shareholders), will in the opinion of the Directors, give the Company sufficient working capital to maintain the close relationships with those potential customers who currently have trials in progress as well as further develop both existing and new partners in Europe and the US.
Other details of the Placing and Open Offer
The record date for entitlement under the Open Offer is the close of business on 10 January 2013 and the ex-entitlement date of the Open Offer is 11 January 2013. The latest time and date for receipt of completed application forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is 3.30 p.m. on 24 January 2013.
The Open Offer Shares have not been placed subject to clawback nor have they been underwritten. Consequently there may be none or fewer than 13,999,902 Open Offer Shares issued pursuant to the Open Offer.
Both the Placing and Open Offer are conditional upon, amongst other things, the approval by shareholders of the resolutions at the General Meeting of the Company to be held at the offices of Seymour Pierce, 20 Old Bailey., London EC4M 7EN at 11.00 a.m. on 29 January 2013 and upon the placing agreement becoming unconditional in all respects.
As the Company is in a close period prior to the publication of its final results for the year ended 31 August 2012, the Directors are prohibited from participating in the Placing. However, it is the intention of certain directors and others to subscribe for 789,280 new Ordinary Shares, at the Placing Price, following the publication of the Company's results for the year ended 31 August 2012 which is expected to occur shortly after the General Meeting.
The Directors believe that the new Ordinary Shares should be eligible (subject to the circumstances of investors) for tax reliefs under the Enterprise Investment Scheme (“EIS”) and for investment by Venture Capital Trusts (“VCT”). Prior to a previous issue of shares on 21 December 2010, the Company obtained advance assurance from HM Revenue & Customs who confirmed that on the basis of information provided, (i) following receipt of a properly completed form EIS 1 they were able to authorise the Company to issue certificates under Section 204 ITA 2007 in respect of the ordinary shares to be issued; and (ii) the ordinary shares will be eligible shares for the purpose of Section 285(3A) ICTA 2007 and may be a qualifying holding for the purposes of Chapter 4 of Part 6. The Directors are not aware of any subsequent change in the qualifying conditions or the Company’s circumstances that would prevent the new Ordinary Shares from being eligible VCT and EIS investments on this occasion.
Copies of the Circular will be available at the Company’s registered office and principal place of business at Wheelsure Holdings plc, 8 Woburn Street, Ampthill, Bedfordshire MK45 2HP and at the offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN up to and including the date of Admission and on the Company’s website at www.wheelsure.co.uk.
For further information please contact:
| Wheelsure Holdings plc | ||
| Gerhard Dodl, CEO | 01525 840 557 | |
| Seymour Pierce Limited | ||
| Mark Percy / David Foreman (Corporate Finance) | ||
| Paul Jewell / Jeremy Stephenson (Corporate Broking) | 020 7107 8000 |
11 January 2013
All definitions in this announcement are as set out in the circular to shareholders dated 11 January 2013.