Placing, share swap, Director shareholdings & TVR

RNS Number : 6237L

Frontier IP Group plc

14 August 2013

 



AIM: FIPP

Frontier IP Group plc

("Frontier IP" or "the Company")

Placing of new and existing shares,

Nandi share swap,

Director shareholdings

and Total Voting Rights

Frontier IP, which specialises in the commercialisation of university intellectual property, is pleased to announce that it has conducted a placing of 6,325,212 new and existing ordinary shares of 10p each at a price of 10p per share ("Placing Price") with an aggregate value of £632,521 before expenses (together, "the Placing").  The Placing comprises 3,920,000 new ordinary shares of 10p each which are being issued by the Company ("Placing Shares") to raise £392,000 (before expenses), utilising its existing authorities. The net proceeds of the Placing due to the Company will provide support for the development and growth of existing relationships, allied advisory roles, and commitments to existing funds and establishment of sector specific funds. The Placing, which was conducted by the Company's nominated adviser and joint broker, Cantor Fitzgerald Europe, was oversubscribed. 

In addition, conditional on admission of the Placing Shares to trading on AIM, Sigma Capital Group plc has sold 2,405,212 existing ordinary shares of 10p each in the Company ("Existing Ordinary Shares") to meet demand from new and existing institutional investors and to reduce its shareholding to a level more commensurate with both companies' longer term strategies. 

The Placing Shares are expected to be admitted to trading on AIM on Thursday 15 August 2013 ("Admission").

Frontier IP is also pleased to announce it has reached agreement with Neil Crabb and Michael Brennand to swap their shares in Nandi Proteins Limited ("Nandi") acquired at the most recent investment round in Nandi, for, in aggregate, 1,812,188 new ordinary shares in Frontier IP ("New Ordinary Shares") at an implied price per New Ordinary Share of 10p ("Share Swap").  Following the completion of the Share Swap, which is conditional on the Placing, Frontier IP's interest in the issued share capital of Nandi will increase from approximately 3.68 per cent. to approximately 20.15 per cent. Nandi is a Frontier IP investee company, to which Frontier IP provides advisory and management support services.

Nandi is a spin-out from Heriot Watt University, Edinburgh and was established to exploit patented process technology to improve the functionality of common proteins such as egg and whey. Nandi's technology has the potential to provide major companies in the food industry with a range of benefits including fat replacement, cost reduction and clean labeling. As previously announced, in December 2012 Nandi concluded a licence agreement to use aspects of its innovative protein technology with Tate & Lyle PLC, the global provider of ingredients and solutions to the food and beverage sectors, and is anticipating further commercial relationships.

As part of the Share Swap, Neil Crabb, Frontier IP's Chief Executive Officer, will receive 658,745 New Ordinary Shares in Frontier IP and following the Share Swap he will have an interest in 2,715,120 ordinary Frontier IP shares representing approximately 14.45 per cent. of the issued share capital of the Company on Admission.  As part of the Share Swap, Michael Brennand, Nandi's Executive Chairman and Frontier IP's Regional Director North West, will receive 1,153,443 New Ordinary Shares in Frontier IP.  Following the Share Swap, he will have an interest in 1,203,443 ordinary Frontier IP shares representing approximately 6.41 per cent. of the issued share capital of the Company on Admission.

The Share Swap, as described above, constitutes a related party transaction under Rule 13 of the AIM Rules and, as such, for the purposes of the AIM Rules, the Independent Directors, having consulted Cantor Fitzgerald Europe, the Company's nominated adviser, consider that the terms of the Share Swap are fair and reasonable insofar as Frontier IP shareholders are concerned.

Application will be made to the London Stock Exchange for the New Ordinary Shares and the Placing Shares to be admitted to trading on AIM. The New Ordinary Shares and the Placing Shares will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary share capital of the Company following Admission.

Following Admission, there will be 18,784,353 ordinary shares of 10 pence each in the Company in issue. This 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 Frontier IP, under the FCA's Disclosure and Transparency Rules.

Neil Crabb, Chief Executive of Frontier IP, said,

"We are delighted with the response we have had on this placing. The placing has been oversubscribed and we have been able to raise the full amount under our existing authorities to invest in the future of Frontier IP and also to enable Sigma to reduce its shareholding to a level more commensurate with both companies' longer term strategies. The placing has been supported by both new and existing investors - testimony to the quality of our underlying University relationships and investee companies.  Nandi is an excellent example of the quality of our portfolio and it is with great pleasure that we are also able to announce the Share Swap to increase our stake in Nandi to over 20 per cent.  This is in line with one of our key objectives of increasing where possible our interest in our portfolio companies, through on-going participation in their funding requirements, value added advice and support of their development and innovative arrangements such as the Share Swap.

With excellent progress in a number of our portfolio companies, including Nandi, as well as our involvement with potential new venture funds, I look forward to the future with confidence."

Enquiries

Frontier IP Group Plc		0131 220 9491
Neil Crabb, Chief Executive
Company website: www.frontierip.co.uk
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker)		020 7894 7000
Mark Percy / Catherine Leftley, Corporate Finance
David Banks / Paul Jewell, Corporate Broking
Peterhouse Corporate Finance Limited (Joint Broker)		020 7469 0935
Jon Levinson / Lucy Williams
Biddicks		020 3178 6378
Katie Tzouliadis / Alex Shilov

Notes to Editor:

Frontier IP specialises in the commercialisation of Intellectual Property. It establishes partnerships with individual universities and research institutions to assist with their spin-out and licensing activities and helps to maximise the commercial value of technologies emerging from their research programmes. www.frontierip.co.uk.

 

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