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Venue Solutions Hold (VSH)

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Monday 21 September, 2009

Venue Solutions Hold

Issue of Equity

RNS Number : 3901Z
Venue Solutions Holdings PLC
21 September 2009
 



21 September 2009


Venue Solutions Holdings Plc

('Venue Solutions' or the 'Company')


Further re: Issue of Equity

Resignation Of Director

Change of Registered Address



Issue of Equity


The Company announces that further to the announcement made on 12 August 2009, concerning the issue, to directors and certain other parties, of 45,866,350 ordinary shares, it has today issued a further 12,000,000 new ordinary shares at 2 pence per share


10,000,000 of the new shares are being issued to The Roeder Settlement in order to satisfy the repayment of loans amounting to £200,000 provided to the Company and the balance to a consultant in lieu of outstanding consultancy fees.


The shareholdings of the directors and other certain significant shareholders following the above share issues will be as follows:


Director

Total Shareholding

Percentage of issued share capital

Oliver Iny

15,000,000

11.76%

Oliver Iny interest in Trust

5,962,001

4.67%

Stephen Thomson

5,089,000

3.98%

Jacqueline Dunphy

1,300,000

1.01%




Shareholders with 3% or more of the issued share capital






Lowell Hanson

10,400,000

8.15%

The Roeder Settlement Trust 

10,000,000

7.84%

 

^ - Shares are held by Starlake Limited, which is owned and controlled by the Teak Trust of which Oliver Iny is a potential beneficiary In addition, Starlake Limited holds 997,603 non-voting Preference Shares of £1 each.


The Company has applied for the 57,866,350 new ordinary shares to be admitted to trading on AIM and Admission is expected to commence on 25 September 2009


Following the issue of the above shares the Company will have 127,576,349 ordinary shares in issue.


The Company has also agreed to issue a further 1,000,000 new Ordinary Shares, to satisfy unpaid employee expenses


The Company currently does not have the necessary authorities to issue these shares and as a consequence will be required to convene a general meeting of its shareholders to approve resolutions to grant new authorities to the directors to allot shares generally.  The Company intends to convene such a meeting shortly and a further announcement will be made at that time.


Issue of Warrants


The Company announces that as part of the fundraising arrangements discussed above it has also issued to The Roeder Settlement Trust 4,000,000 warrants to subscribe for new ordinary shares at 2 pence per share which are capable of being exercised on or before 31 December 2019.


The Directors wish to thank all the parties that have agreed to convert their loans or outstanding debts into shares for their patience, support and forebearance during a difficult time.


Related Party Transaction


As part of the issue of 45,866,350 new ordinary shares, which was announced on 12 August 2009, Oliver Iny, Stephen Thomson and Jacqueline Dunphy subscribed for 15,000,000, 5,000,000 and 1,300,000 ordinary shares, respectively. The shares were issued in satisfaction of loans provided to the Company. 


Owing to their participation in this share issue the directors of the Company are considered to be related parties for the purposes of the AIM Rules. In the event of such transactions, the Independent Directors of the Company are required to confirm, following consultation with the Company's Nominated Adviser, that the transactions are fair and reasonable insofar as the Company's shareholders are concerned.


As all the directors of the Company were participating in the share issue there was no Independent Director able to provide this confirmation. Ordinarily the requirement for such a confirmation would then be passed onto the Company's Nominated Adviser. However, the Company's Nominated Adviser resigned on the same day and the Company was therefore unable to comply with the AIM Rules at that time.


Following the announcement of its appointment as the Company's Nominated Adviser, John East & Partners Limited ('JEP') has reviewed the background and terms of the share issue to the Directors of the Company and consider them to be fair and reasonable insofar as the Company's shareholders are concerned.  


In giving this confirmation, JEP has taken into account the fact that the conversion terms were consistent with those that were applied to other providers of loan finance and to those parties receiving shares in lieu of outstanding liabilities. 


Update re Company Voluntary Arrangement ('CVA') and Financial Position


The Company announces that further to the announcements made on 8 July 2009 and 23 June 2009, the Board continues to pursue discussions with potential investors to raise not less than £200,000 to satisfy the obligations under the CVA.


It is anticipated that the above funding will be provided as part of a placing of new ordinary shares. It is envisaged that shareholders will be required to approve, at a general meeting, the necessary authorities to issue new shares as part of any fundraising.


The Company is also seeking to raise additional funding to provide the necessary working capital to re-commence operations at the Alton Towers theme park before the park closes for its annual twelve week maintenance period on 8 November 2009. 


A further announcement will be made once the Company has finalised these funding arrangements


Publication of Results 


As shareholders will be aware the Company has not yet published its audited financial results for the year ended 30 November 2008 and unaudited interim results for the six month period ended 31 May 2009. The Company is currently in the process of preparing these results and expects to announce them on or before 8 November 2009.


In the event that the Company is unable to publish its results by 8 November 2009 trading in the Company's ordinary shares on AIM will be cancelled.


Resignation of Director


The Company announces that Ray Harding resigned as a non-executive director of the Company on 5 November 2008. The Company is currently seeking to strengthen its Board through the appointment of additional directors including an additional independent non-executive director and a finance director.  Further announcements will be made once these appointments are made. 


Change of Registered Address


The Company also announces that its registered address has changed to 38 Upper Brook Street, London, W1K 7QN.


Enquiries:


Venue Solutions Holdings plc


Oliver Iny / Stephen Thomson 

Tel: 020 7417 8989



John East & Partners Limited, a subsidiary of Merchant Securities PLC

David Worlidge / Simon Clements

Tel: 020 7628 2200



Haggie Financial LLP


Nicholas Nelson / Kathy Boate

Tel: 020 7417 8989



This information is provided by RNS
The company news service from the London Stock Exchange
 
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