Placing of Ordinary Shares & Concert Party Changes

RNS Number : 3868G

Volvere PLC

11 May 2011

 



Volvere plc

Placing of Ordinary Shares and Concert Party Changes

11 May 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

PROPOSED SECONDARY PLACING OF 1,505,284 ORDINARY SHARES (25.6%) IN VOLVERE PLC ("Volvere" or the "Company") AND DIRECTORATE CHANGE

The Company announces that Lord Kalms, Chairman of Volvere, and Mr Neil Ashley, a Non-Executive Director have informed the Board of their intention to retire from the Board at the next Annual General Meeting ("AGM").  David Buchler, currently a Non-Executive Director of the Company, will be appointed Non-Executive Chairman at the next Annual General Meeting.

Lord Kalms, Neil Ashley, the Ashley Grandchildren's 2003 Settlement (of which Neil Ashley is a trustee) and Mr Richard Kalms (together the "Selling Shareholders") announce their intention to sell 1,505,284 ordinary shares of 0.00001pence each in Volvere plc (the "Placing Shares"), representing 25.6% of the Company's voting rights, at a price of not less than 279 pence per Placing Share. The Placing Shares represent the entire interests of Mr. Richard Kalms and the Ashley Grandchildren's 2003 Settlement in the share capital of Volvere.  Lord Kalms and Neil Ashley each intend to retain 30,000 ordinary shares of 0.00001pence each ("Ordinary Shares").

Arbuthnot Securities Limited ("Arbuthnot" or the "Bookrunner") is acting as sole bookrunner.

Prior to the Placing, the Selling Shareholders held the following positions:

Holder	Number of Ordinary Shares	Percentage of Voting Rights
Neil Ashley	392,829	6.17%
Lord Kalms	631,297	10.73%
Richard Kalms	377,736	6.42%
Ashley Grandchildren's 2003 Settlement	163,422	2.78%

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing") which will be launched immediately following this announcement and is expected to close on the same day. The number of Placing Shares and the price at which the Placing Shares are to be placed will be agreed by the Bookrunner and the Selling Shareholders at the close of the bookbuild process and will be announced shortly thereafter. The timing for the close of the bookbuild, pricing and allocations is at the absolute discretion of the Bookrunner.

Jonathan Lander, CEO, Nicholas Lander, CFO and COO, are intending to invest a total of £1 million in the Placing.

In the event that the Placing is carried out at a price of 279 pence per Placing Share, the Company reserves the right to acquire some or all of the Placing Shares, which will then be held in treasury.  The Company has placed an order with the Bookrunner accordingly.  Since the Selling Shareholders comprise directors of Volvere, the participation of the Company in the Placing is therefore classified as a transaction with a related party for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Lord Kalms and Mr Neil Ashley, having consulted with the Company's nominated adviser, Arbuthnot, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.  Further implications under Rule 37 of the Takeover Code can be found below.

Concert Party

A concert party was determined at the time of admission to AIM on 24 December 2002 ("Admission").  Prior to this announcement the concert party comprised Jonathan Lander, Nicholas Lander, Lord Kalms, Richard Kalms, Neil Ashley, the Ashley Grandchildren's 2003 Settlement and Barry Pincus (the "Previous Concert Party").

The Company currently has 5,883,032 Ordinary Shares in issue.  The current ownership of the Previous Concert Party is detailed below:

	Number of Ordinary Shares	% of current issued ordinary share capital	Number of Incentive Shares outstanding*	Number of Ordinary Shares if all Incentive Shares converted	% of issued share capital if all Incentive Shares converted
Jonathan Lander	753,677	12.81%	-	753,677	12.80%
Nicholas Lander	458,277	7.79%	-	458,277	7.78%
Lord Kalms	631,297	10.73%	-	631,297	10.72%
Richard Kalms	377,736	6.42%	-	377,736	6.42%
Neil Ashley	392,829	6.68%	-	392,829	6.67%
Ashley Grandchildren's 2003 Settlement	163,422	2.78%	-	163,422	2.78%
Barry Pincus*	2,955	0.05%	910	7,891	0.13%
Total	2,780,193	47.26%	910	2,785,129	47.30%

* Barry Pincus owns a total of 910 A and B shares, which were issued to and subscribed for the founding directors of the Company and certain other persons prior to the Company's Admission ("Incentive Shares").  All other members have converted their respective Incentive Shares.  The conversion assumes a price of 302.5p per ordinary share at conversion.

The Panel on Takeovers and Mergers has confirmed that the Concert Party, as at today's date, now comprises only Jonathan Lander, Nicholas Lander and Barry Pincus (the "Resultant Concert Party").  The respective shareholding interests in the Company of the Resultant Concert Party are set out in the table below:

	Number of Ordinary Shares	% of current issued ordinary share capital	Number of Incentive Shares outstanding	Number of Ordinary Shares if all Incentive Shares converted	% of issued share capital if all Incentive Shares converted
Jonathan Lander	753,677	12.81%	-	753,677	12.80%
Nicholas Lander	458,277	7.79%	-	458,277	7.78%
Barry Pincus	2,955	0.05%	910	7,891	0.13%
Total	1,214,909	20.65%	910	1,219,845	20.72%

Waiver under Rule 9 of the City Code on Takeovers and Mergers in relation to the purchase of its own shares

On 22 February 2010 Shareholders granted the Company the authority to make market purchases by the Company of up to 50 per cent. of the issued ordinary share capital of the Company (the "Share Purchase Authority").  This authority expires on the 22 February 2015.  As part of this authority Volvere currently has in place a waiver of any obligation on the part of the Previous Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code which may arise from any exercise by the Company of the Share Purchase Authority (the "Waiver").

As at 22 February 2010, the Share Purchase Authority totalled 2,854,360 Ordinary Shares. Since the approval of the Waiver the Company has purchased 318,000 Ordinary Shares, of which 666 Ordinary Shares have been used to satisfy obligations in relation to the Company's share option scheme. 

Additionally since the approval of the Waiver Jonathan Lander and Nicholas Lander bought 25,000 Shares each from within the Previous Concert Party on 22 July 2010.

The maximum shareholding interests in the Company of the Resultant Concert Party following any purchases by the Company under the remaining Share Purchase Authority, are therefore as follows:

	Maximum number of Ordinary Shares if incentive shares fully converted as stated in Circular	Current ownership of Ordinary Shares	Maximum % of issued ordinary share capital if Share Purchase Authority utilised in full but Incentive Shares not converted in full	Number of Incentive Shares outstanding	% of issued share capital if all Incentive Shares converted then Share Purchase Authority utilised in full
Jonathan Lander	732,715	753,677	21.86%	-	21.86%
Nicholas Lander	436,488	458,277	13.02%	-	13.02%
Barry Pincus	7,514	2,955	0.09%	910	0.24%
Total	1,176,717	1,214,909	34.97%	910	35.12%

As a result, following the reconstitution of the Concert Party the Company has acknowledged that the remaining Share Purchase Authority will be limited to 2,412,626 Ordinary Shares assuming all incentive shares are converted, or 2,421,752 Ordinary Shares ahead of any remaining conversion of incentive shares, in order to preserve the maximum percentage holdings of the Resultant Concert Party as set out in the Circular. 

The Panel on Takeovers and Mergers has confirmed that the Waiver of any obligation on the part of the Resultant Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code which may arise from any exercise by the Company of the remaining Share Purchase Authority remains in place, subject to the limits set out above. 

Enquiries:

Volvere plc

Jonathan Lander                            [phone]

Nicholas Lander

Arbuthnot Securities Limited

Nick Tulloch                                  [phone]

Ben Wells

THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS DIRECTIVE'); (2) IN THE UK HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER'); AND (3) IN THE UK ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholders, Arbuthnot or their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Arbuthnot or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders and Arbuthnot to inform themselves about and to observe any such restrictions.

Arbuthnot is acting for the Company only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of Arbuthnot nor for providing advice in relation to the Placing.

 

END

 

 

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