ISSUE OF CONVERTIBLE LOAN STOCK
FOR IMMEDIATE RELEASE: 2 October 2009
SOPHEON PLC
("Sopheon" or "the Company")
ISSUE OF CONVERTIBLE LOAN STOCK
Sopheon plc announces that it has issued £850,000 of convertible unsecured loan
stock ("the Loan Stock") to a group of investors including key members of the
Board and the senior management team. The Loan Stock is convertible into
ordinary shares in the share capital of the Company on terms set out below.
Chairman Barry Mence said:
"In our interim and AGM announcements, we noted that we were looking at our
cash facilities following a tough first half of the year. I am delighted that
the board and management team, together with external investors, have
demonstrated their confidence in the future of Sopheon by investing in this
instrument."
As set out below, of the total investment of £850,000, members of the Board and
senior management or their families have subscribed for £415,000. Of the £
435,000 invested by external investors, £200,000 has been invested by Norman
Nominees Limited, an existing Significant Shareholder.
Name Value subscribed
£'000
Barry Mence, Chairman 200
Stuart Silcock, Non-Executive Director 100
Bernard Al, Non-Executive Director 40
Andrew Michuda, Chief Executive Officer 20
Arif Karimjee, Chief Financial Officer 12
Other members of Senior Management 43
External Investors 435
Total 850
In accordance with the AIM Rules for Companies, Daniel Metzger, having
consulted with the Company's Nominated Adviser, Seymour Pierce Limited, has
acted as independent director with respect to this transaction and considers
that the terms of the convertible loan stock are fair and reasonable insofar as
the Company's shareholders are concerned.
Sopheon will update shareholders on trading in its Interim Management
Statement, scheduled for 3 November 2009.
The Loan Stock has the following principal terms:
* The conversion price for the Loan Stock ("the Conversion Price") is £0.10
being the average mid-market close price on the Alternative Investment
Market of the London Stock Exchange on the 10 trading days from 17
September 2009 through 30 September 2009. Conversion of the Loan Stock is
at the option of the investor between 12 and 24 months from date of issue
of the Loan Stock, or earlier if the Company undertakes an equity issue.
Any portion of the Loan Stock which is not converted will be redeemed at
par on 30 September 2011.
* The Loan Stock carries an annual coupon rate of 8%. At any time up to 31
March 2010, investors may subscribe for an additional one third of their
initial Loan Stock value with a conversion price set at a 30% premium to
the initial Conversion Price, as defined above ("the Call Option"). Any
further Loan Stock issued under the Call Option will have the same terms as
the Loan Stock.
* If at any time after the date of issue of the Loan Stock and before the
date of conversion, the Company undertakes a placing or other issue ("the
Placing") at a lower price ("the Placing Price"), the Conversion Price for
any outstanding Loan Stock will be adjusted to the Placing Price, to put
Investors in a position as if the Loan Stock had been issued concurrent
with the Placing.
* All ordinary shares issued in relation to the Loan Stock or any Call Option
are subject to lock-in arrangements, with certain exemptions, for the first
six months after issue. Thereafter, the parties have agreed to be bound by
orderly market restrictions.
The following additional information is hereby disclosed:
* In conjunction with this transaction, as part of a reorganisation of his
interests, Stuart Silcock has transferred 950,000 ordinary shares in the
Company to his Self Investing Pension Plan ("SIPP"). Mr Silcock remains
beneficially interested in 950,000 ordinary shares representing 0.6% of the
issued share capital of the Company, in addition to his interest in the
Loan Stock.
* In conjunction with this transaction, as part of a reorganisation of his
interests, 1,847,800 shares held by a trust in which Barry Mence is a
potential beneficiary have been transferred to him. Mr Mence remains
beneficially interested in 14,423,847 ordinary shares representing 9.9% of
the issued share capital of the Company, in addition to his interest in the
Loan Stock.
* Arif Karimjee's interest in the Loan Stock arises as a result of a
subscription by his spouse.
For further information contact :
Barry Mence, Chairman Sopheon plc + 44 (0) 1483 685 735
Arif Karimjee, CFO Sopheon plc + 44 (0) 1483 685 735
Sarah Jacobs Seymour Pierce Limited + 44 (0) 207 107 8000
Vikki Krause Hansard Communications + 44 (0) 207 245 1100
Claire Verhagen Citigate First Financial + 31 (0) 205 754 010
About Sopheon
Sopheon (LSE: SPE) is an international provider of software and services that
help organisations improve the business impact of product innovation. Sopheon's
solutions automate and govern the innovation process, enabling companies to
increase revenue and profits from new products. Sopheon's solutions are used by
industry leaders throughout the world, including BASF, Cadbury, Corning,
Electrolux, General Motors, Honeywell, Motorola and SABMiller. Sopheon is
listed on the AIM Market of the London Stock Exchange and on the Euronext in
the Netherlands. For more information, please visit www.sopheon.com.
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