Placing, Open Offer & Loan Co

RNS Number : 1948N

Proteome Sciences PLC

07 June 2010

 



Proteome Sciences plc

("Proteome Sciences" or "the Company")

PROPOSED PLACING AND OPEN OFFER TO RAISE UP TO £6.9 MILLION AND CONVERSION OF PART OF THE CHIEF EXECUTIVE'S LOAN

·      Placing to raise £4.8 million before expenses from existing and new shareholders

·      Open Offer to raise up to £2.07 million before expenses from existing Shareholders

·      Conversion of £5 million of the Chief Executive's loan

7 June 2010 - Proteome Sciences plc ("Proteome Sciences") is pleased to announce that it has conditionally placed 24,050,000, new ordinary shares of 1 pence ("New Ordinary Shares") to raise £4.8 million before expenses with new and existing investors (the "Placing").  In addition, the Company is looking to raise up to a further £2.07million before expenses through an open offer of up to 10,350,000 New Ordinary Shares to existing shareholders (the "Open Offer").  The New Ordinary Shares are issued at 20 pence per share (the "Placing Price") representing a discount of approximately 28 per cent to the closing price of 27.75 pence per share on 4 June 2010.

Highlights

The Placing and Open Offer are intended to:

·      Provide Proteome Sciences with financial resources that will see the Company through to breakeven/profitability

·      Enable capital investment in equipment for the Company's PS Biomarker Services division

·      Finance further development of MS assays for Proteome's proprietary biomarkers with TMT-SRM

Summary

Singer Capital Markets as broker and adviser to the Company has on behalf of the Company conditionally placed 24,050,000 million New Ordinary Shares with institutional investors at a price of 20 pence per New Ordinary Share to raise £4.8 million before expenses.

In conjunction with the Placing, the Board also announces details of the Open Offer to existing shareholders who qualify to receive it, that may raise up to a further £2.1 million through the issue of up to 10,350,000 New Ordinary Shares at 20 pence each.

In addition, the Board announces that Christopher Pearce, the Chief Executive, has agreed to convert £5 million of his £10 million loan to the Company (the "Loan") into new ordinary shares at the Placing Price (the "Loan Conversion") subject to the Company obtaining the required shareholder approvals, at the Company's annual general meeting, and also to novate the Loan to its main trading subsidiary, Electrophoretics Limited, which will assume the Company's payment obligations in respect of the Loan (plus interested at 2.5% above the base rate of Barclay's Bank plc) (the "Loan Novation"). The Company will guarantee the subsidiary's payment obligations under the Loan and the existing security which the Company granted in favour of Christopher Pearce in respect of the Loan will remain in place. The Loan will continue to be convertible into new ordinary shares in the capital of the Company in accordance with the terms of the original Loan agreements.

The independent directors (the full board excluding Mr Pearce) of Proteome Sciences, having consulted with Singer Capital Markets, consider that the terms of the Loan Novation and Loan Conversion are fair and reasonable insofar as the shareholders of Proteome Sciences are concerned.

Steve Harris, Chairman of Proteome Sciences said, "The Board is delighted with the support we have received from both new and existing shareholders that transforms the balance sheet. This financing supports the key activities of the Company and provides for additional capital expenditure." 

A Circular, providing Shareholders with information about the background to and reasons for the Placing, Open Offer and Loan Conversion will be sent to Shareholders.  Defined terms in this announcement have the same meaning as in the Circular that will be posted to Shareholders.

Application will be made to AIM, a market of the London Stock Exchange plc, for admission to take place on 18 June 2010. The New Ordinary Shares will, when issued, rank pari passu in all respects with the existing ordinary shares.

- ENDS -

For further information please contact:

Proteome Sciences plc

www.proteomics.com                                               Tel:    [phone]

Christopher Pearce, Chief Executive                          [e-mail] 

James Malthouse, Finance Director                           [e-mail] 

Dr. Ian Pike, Chief Operating Officer                           [e-mail] 

Nominated Adviser

Singer Capital Markets Limited

Shaun Dobson/Claes Spång

Tel: [phone]

Public Relations

IKON Associates                                                       Redleaf Communications Limited

Adrian Shaw                                                               Anna Dunkin/Lucy Salaman

Tel:          [phone]                                     Tel:        [phone]

Mobile:     [phone]                                     Email:    [e-mail] 

Email:      [e-mail]                                          

Forward Looking Statement

This document contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates", "intends", "plans", "seeks", "believes", "estimates", "expects" and similar references to future periods, or by the inclusion of forecasts or projections.

Forward-looking statements are based on the Company's current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements. The Company cautions you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements and regional, national, global political, economic, business, competitive, market and regulatory conditions.

 

END

 

 

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