Propsd Aqstn & notice of EGM
Readybuy PLC
14 July 2006
Readybuy plc
Proposed acquisition of Avacta Limited
Proposed Placing of 45,000,000 new ordinary shares of 0.1p each in the Company
at 2.25p per share
Approval of waiver of the obligation to make a mandatory offer under Rule 9 of
the City Code on Takeovers and Mergers
Admission of the Enlarged Share Capital to trading on AIM
Change of name to Avacta Group plc
Notice of Extraordinary General Meeting
Readybuy plc, announces that it has conditionally agreed to acquire the entire
issued share capital of Avacta Limited, a biophysics company which is developing
proprietary technologies for the rapid detection and identification of
biological and chemical hazards aimed at customers in homeland security and
defence. The technologies will also be applied to the biopharmaceutical and
clinical diagnostics markets.
The consideration for the acquisition is the issue of 500,000,000 new Ordinary
Shares. Following completion of the Proposals, the Vendors will hold
approximately 74.88% of the Enlarged Share Capital of the Company.
The Company also proposes to raise £1,012,500 (before expenses) by means of a
placing of 45,000,000 new Ordinary Shares at 2.25p per share. These funds will
be used to finance the development of Avacta and provide additional working
capital for the Enlarged Group.
It is proposed that, on Admission, Professor Alastair Smith will be appointed as
the Chief Executive of the Enlarged Group and Daron Lee will resign as a
Director. Dr. Simon Webster (Chief Scientific Officer of Avacta), Dr. Kurt
Baldwin (Chief Technology Officer of Avacta) and Tim Sykes (Chief Financial
Officer of Avacta) will join the board as executive directors. Dr. Gwyn
Humphreys will become non-executive Chairman, and Professor Tony Robards and
Alan Aubrey will join the Board as non-executive directors.
The acquisition of Avacta is classified as a reverse takeover under the AIM
Rules by virtue of its size and is conditional, inter alia, on the approval of
Readybuy shareholders which is being sought at an Extraordinary General Meeting
to be held on 7 August 2006.
The Company is seeking shareholder approval at the EGM for a waiver of the
obligation under Rule 9 of the City Code which would otherwise require the
members of the New Concert Party (comprising the Vendors) to make a general
offer to shareholders of the Company.
Application will be made for the new Ordinary Shares to be admitted to trading
on AIM. It is expected that trading in the First Admission Shares will commence
on AIM on 8 August 2006 and that trading in the Supplemental Consideration
Shares will commence on AIM on 9 August 2006.
An admission document setting out details of the Proposals and including notice
of the EGM will be posted to shareholders today. Further copies will be
available to the public, free of charge, from the offices of WH Ireland, 11 St.
James's Square, Manchester M2 6WH.
Professor Alastair Smith, Non Executive Director of Readybuy and Chief Executive
of Avacta Limited, commented:
'I am delighted with this new development which breathes new life into Readybuy
and presents a substantial opportunity for its shareholders.
'Avacta's strength is its ability to harness the versatility and specificity of
biology using cutting edge physics and technology to provide high value
solutions to generic problems faced by a number of sectors.
'Our focus is on the defence, security and biopharmaceutical markets and we are
working closely with the Government and a large biopharma company.
'We anticipate strong newsflow over the coming months and look forward to the
next phase of our corporate evolution.'
14 July 2006
Enquiries:
Readybuy plc Tel: 0870 835 4367
Prof. Alastair Smith, non-executive director
WH Ireland Limited Tel: 0161 832 2174/6644
David Youngman
Nexus Financial Ltd 020 7451 7050
Nicholas Nelson Nicholas.nelson@nexusgroup.co.uk
Introduction
The Company announces that it has agreed, subject, inter alia, to Existing
Shareholder approval, to acquire the entire issued and to be issued share
capital of Avacta in consideration of the issue of 500,000,000 new Ordinary
Shares.
The Company also proposes to raise £1,012,500 (before expenses) by means of a
placing of 45,000,000 new Ordinary Shares at 2.25p per share. These funds will
be used to finance the development of Avacta and provide additional working
capital for the Enlarged Group.
By reason of the size of Avacta in relation to Readybuy, the Acquisition is
classified as a reverse takeover under the AIM Rules and therefore, requires the
approval of existing shareholders in general meeting. To complete the
Acquisition and implement the Placing, it will also be necessary to give the
Directors the required powers and authorities to allot the New Ordinary Shares.
In view of the significance of the Acquisition, the Directors also propose to
change the name of the Company to Avacta Group plc.
Background to and reasons for the acquisition
As previously reported, the Readybuy Group's trading activities were terminated
in July 2005, since which time the directors of Readybuy have been exploring the
future options available to the Company.
On 11 April 2006, the Company announced an issue of new Ordinary Shares to raise
£262,500 before expenses and the grant of warrants to subscribe for additional
Ordinary Shares in order to provide additional working capital and to enable the
Company to pursue its investing strategy. This strategy, which was approved at
an extraordinary general meeting of the Company held on 5 May 2006, is to
acquire a company involved in developing enabling technologies, particularly in
the defence and bio-chemistry sectors. The Board believes that the proposed
acquisition of Avacta meets this investment strategy.
Information on Avacta
Introduction
Avacta was spun-out from the University of Leeds in January 2004 by its current
management team as a biophysics company, with the aim of combining the
disciplines of physics and biology to develop innovative technologies to address
needs in the homeland security, pharmaceutical and clinical diagnostics markets.
The goal of Avacta is to integrate the best elements of each discipline into
technologies suitable to address specific identified needs in the targeted
markets. In seeking to achieve this goal Avacta intends to combine its in-house
expertise in laser spectroscopy, nanotechnology and instrumentation engineering
with its understanding of the versatility and specificity of biology.
Avacta has two core activities:
• the development of detection technology platforms designed to meet the
needs of its target markets
• the provision of analytical services relating to the chemical and
physical analysis of materials to a range of companies, principally in the
pharmaceutical, healthcare and personal care sectors.
These activities are complementary; the provision of analytical services to
clients in the target markets enables Avacta to identify needs for new
technological solutions which could be addressed by the technology platforms
that Avacta is developing. In addition, the directors of Avacta believe that the
relationships that Avacta develops with its clients through the provision of
analytical services facilitates the formation of co-development partnerships and
should also result in earlier market acceptance of new technology developed by
Avacta.
The technology development activities are carried out through Avacta and the.
analytical services are carried out by Avacta's wholly-owned subsidiary, Avacta
Analytical.
Avacta has been primarily funded through its early stage development by equity
investment by Techtran and IP Group, income from analytical services and a grant
from a regional development organisation. In addition, Avacta has received
research and development funding from the MOD as part of a co-development
project. Avacta is currently in advanced discussions with the UK government
with regard to a co-development project and with UCB's Celltech Antibody Centre
of Excellence in relation to a collaboration funded by the Department of Trade
and Industry. Avacta is also in early stage discussions with a number of other
organisations in respect of the formation of additional co-development projects.
Avacta operates from offices and laboratories at the York Biocentre, part of the
York Science Park, and has 10 employees.
Detection technology platforms
Avacta is currently developing two detection technology platforms. These are:
The spectraTECH platform - a set of technologies using laser spectroscopy for
chemical and biological analysis/detection. The directors of Avacta have
identified three potential commercial applications for this technology platform:
• Remote hazard detection: this application is being developed to
provide molecular ''fingerprints'' in a moving field of view. The application is
intended to be vehicle mounted and is being primarily designed to detect
chemicals, including weapons material, at distances of up to 20 metres. The
application is in co-development with the MOD and laboratory trials of the
proof-of-principle prototype device are currently under way;
• Short stand off detection: this application is intended to overcome
the problems of using Raman spectroscopy outside the laboratory in practical
situations where dirt and background signals often yield this potentially
powerful detection technique of little use. The objective is to design a
hand-held detection system capable of rapid characterisation of suspected
hazardous materials at distances of up to one metre. The application is
currently being developed internally; and
• Biopharmaceutical materials characterisation: the directors of Avacta
believe that the spectraTECH platform could be applied to take measurements of
protein therapeutics at an early stage of a drug development pipeline in order
to predict their biophysical properties with a view to identifying some of the
risks of later stage failure of the candidate drug. Avacta has received an order
from the Department of Trade and Industry to carry out a research and
development project in collaboration with UCB's Celltech Antibody Centre of
Excellence.
Avacta is preparing two UK patent applications in respect of the spectraTECH
platform.
The nanoSCREEN platform - a set of technologies being developed with the aim of
producing instrumentation and associated consumables that will be capable of use
in the rapid detection of pathogens, toxins and biomarkers. The directors of
Avacta have identified two applications that they believe could be developed
using this technology platform:
• Multi-analyte detection for homeland security and public health
protection applications - Avacta is in separate discussions with the Home Office
and a US company to co-develop products for specific applications in this area;
• Clinical diagnostics - Avacta is working with clinical scientists
based at the University of Leeds to develop a rapid, non-invasive diagnostic
product and is in the early stages of discussions with two private UK companies
regarding clinical applications.
Avacta has submitted two patent applications in respect of the nanoSCREEN
platform. Avacta's two technology platforms are based upon multiple different
technologies for which Avacta is now finding applications in a range of markets.
The directors of Avacta therefore believe that Avacta is not reliant on a single
technology or a single market.
Analytical Services
Avacta Analytical specialises in the provision of spectroscopy, microscopy,
surface analysis and biophysics services. It provides these services to a
diverse client base which includes companies in the biopharmaceutical,
pharmaceutical and health/personal-care sectors. The directors of Avacta believe
that it is possible to expand the client base in all these sectors, especially
the biopharmaceutical sector.
Avacta Analytical has developed a packaged service for the biopharmaceutical
industry (the ''Biophysical Toolkit'') which can be used to characterise the
properties of protein molecules that are critical to their performance as
biopharmaceuticals.
Technology Markets
The directors of Avacta have identified the defence and homeland security,
biopharmaceutical and clinical diagnostics markets as its principal markets of
opportunity for its detection technologies.
Defence, homeland security and public health
Following the increasing prevalence of international terrorism in recent years,
homeland security has become a high priority to many governments. The potential
threat posed to public health by diseases such as SARS and pandemic flu is also
a concern within this market. Avacta is developing technologies to help combat
these threats. Avacta is focusing on the development of innovative technologies
for the detection and characterisation of biological and chemical threats to
individuals and society arising from terrorist attack or natural in origin. It
is important that any such threats are detected and identified at the earliest
opportunity in order that the correct action may be taken to contain and
neutralise the threat. The directors of Avacta believe that this requires a
technology that is capable of rapidly detecting multiple different toxins and/or
pathogens ideally with low false positive/negative rates, that is rugged and
portable, capable of sampling air, liquid or solid surfaces and which may need
to be capable of being used at a safe distance.
Biopharmaceutical
There are a number of challenges facing this sector which the directors of
Avacta believe, with its strong background in biophysics, Avacta is well
qualified to address.
By way of example, the directors of Avacta believe that the early stage lead
selection techniques employed by most biopharmaceutical companies in drug
development do not adequately predict many aspects of product performance during
manufacture, storage or delivery. Avacta is seeking to develop a new technology
which would follow current early stage lead selection and provide a greater
predictive capability with a view to reducing the failure of protein
therapeutics in their later stages of development.
Clinical diagnosis
The directors of Avacta believe that there is a current and growing requirement
for rapid analytical/ detection technologies for clinical diagnostic and
personalised medicine applications. In the longer term the technologies which
Avacta is currently developing should be well suited to meet these requirements
as they are being designed to rapidly detect pathogens, toxins and biomarkers as
well as being portable and robust. Over the short term, Avacta will develop the
clinical diagnostics applications of its technologies in a market driven manner
through existing collaborations with clinicians in Leeds University and through
commercial partnerships.
The directors of Avacta believe that, although each of the three markets
targeted by Avacta is dominated by a number of large companies, there are
opportunities for smaller companies which have proprietary technologies meeting
identified needs in these markets.
Summarised financial information
The following financial information on Avacta has been extracted without
material adjustment from the historical financial information on Avacta for the
period to 31 July 2004, the year ended 31 July 2005 and the eight months ended
31 March 2006 set out in the Admission Document.
26 January 2004 to Year ended 1 August 2005
31 July 2004 31 July 2005 to
31 March 2006
£ £ £
Turnover 24,427 68,412 158,811
Operating profit/(loss) 19,322 (23,065) (75,005)
Profit/(loss) on ordinary activities 19,359 (22,113) (67,995)
before tax
Strategy
The Continuing Directors intend to utilise the net proceeds of the Placing to:
• further the development of the detection technology platforms to proof
of concept stage;
• finance the protection of Avacta's intellectual property;
• finance the development of Avacta's analytical services business by
funding marketing and promotional activity:
• demonstrate the advantages of Avacta's technology to support potential
additional fund raising in due course.
The Continuing Directors anticipate that additional funding will be required to
develop products for which proof of concept is established to enable them to be
brought to market.
Information on Readybuy
The Company was incorporated in 2003 and its issued share capital was admitted
to trading on AIM in September of that year. As a result of losses suffered in
the Readybuy Group's principal trading activity of the manufacture and sale of
chilled foods, the decision was taken by the directors of Readybuy at the time
to cease trading in July 2005. As was reported in the annual accounts for the
year ended 30 April 2005, the directors of Readybuy have since been exploring
the future options available to the Company and how best to utilise its
remaining cash balances to provide the best return for the holders of Existing
Ordinary Shares.
Dividend policy
Any cash generated by the Enlarged Group's operations in the short to medium
term will be devoted to funding the Enlarged Group's planned development.
Nevertheless the directors of the Company will continue to review the
appropriateness of its dividend policy as the Enlarged Group develops. However,
no dividend will be able to be paid until the significant deficit on the
Company's profit and loss account is cleared.
Directors, Proposed Directors and employees
The directors of Readybuy as at today's date comprise Daron Lee and Professor
Alastair Smith. It is proposed that, on First Admission, the Proposed Directors
will join the Board, Professor Smith will be appointed as the Chief Executive of
the Enlarged Group and Daron Lee will resign as a Director.
Directors
Daron Lee (Aged 39)
Daron Lee commenced his career with stockbrokers Ashworth Sons & Barratt in 1987
before pursuing other opportunities within the family business. He then returned
to stockbroking with WH Ireland before establishing Proquote Limited (''
Proquote''), a business engaged in the provision of on-line stock market data
and company information. Proquote was sold in February 2003 to the London Stock
Exchange and
he remained with Proquote as its managing director until the end of 2004. Since
then Daron Lee has pursued a number of personal business interests and became a
Director on 7 July 2006.
Professor Alastair Smith (Aged 39), Non-executive Director and Proposed Chief
Executive following Admission
Professor Smith is the chief executive and is one of the founders of Avacta. He
has a degree and PhD in Physics from Manchester University and, after working in
the US for a period, took up a position at Leeds University in 1995. He has
spent the last 10 years developing new biophysical technologies and applying
them to problems in structural molecular biology. At the age of 38 he was
awarded a Chair of Molecular
Biophysics for this work and he also holds the Directorship of the Institute of
Molecular Biophysics at Leeds University. He co-founded Avacta in January 2004.
He became a Director on 7 July 2006.
Proposed Directors
Dr Gwyn Humphreys (Aged 60), Non-executive Chairman
Dr Humphreys was appointed chairman of Avacta in December 2005 and has extensive
experience of technology transfer and early-stage technology companies.
Originally a biochemist/molecular biologist, he spent 10 years in academic
research, followed by 10 years at Celltech Limited where, for three years, he
was responsible for creating and managing a joint-venture company (Apcel) with
Air Products. In 1995 Dr Humphreys was a founder and Managing Director of
Bradford Particle Design plc which was sold in 2001 to Nektar Therapeutics Inc.
He is also Chairman of Syntopix Group plc and Bioniqs Limited.
Dr Simon Webster (Aged 38), Chief Scientific Officer
Dr Webster received his degree in Physics and a PhD in Molecular Physics from
the University of Leeds. He has worked as a professional consultant to industry
and as an expert witness in world-wide pharmaceutical litigation since 1998 and
has carried out commercial and academic projects for multinational corporations,
SMEs and government organisations to develop instrumentation and to apply
analytical techniques to solve commercial problems. He co-founded Avacta in
January 2004.
Dr Kurt Baldwin (Aged 38), Chief Technology Officer
Dr Baldwin has been working with optics and optical systems for the majority of
his professional and academic career. He studied for a degree in Physics and
Theoretical Physics at Cambridge University, an MSc in Applied Optics at
Imperial College, London, and a PhD in spectroscopy at the University of Leeds.
He has developed optical technology such as international standards of optical
fibres at British Telecom and novel high power laser drills for the aerospace
industry. He co-founded Avacta in January 2004.
Tim Sykes (Aged 36), Chief Financial Officer
Mr Sykes is a qualified Chartered Accountant and a director of Penta Financial
Direction Limited, his own business advisory practice which specialises in
providing services to small businesses. He is Chief Financial Officer of
PROACTIS Holdings PLC and Mountain Warehouse Holdings Limited. Prior to this, Mr
Sykes was an
Associate Director within KPMG's Transaction Services Group. He joined Avacta in
April 2006.
Professor Tony Robards OBE (Aged 66), Non-executive Director
After first and higher degrees in Biology at University College London,
Professor Robards came to York in 1966 to pursue an academic career in
biological research. In 1996 he was appointed Pro-Vice-Chancellor for External
Relations at the University of York, a post he held for 8 years. In 2001,
Professor Robards was appointed the first HSBC Chair of Innovation at the
University of York. His commitment to creating links between the University and
external organisations has led to a wide range of business activities including
Past-President of the York and North Yorkshire Chamber of Commerce, Joint
Executive of Science City York, Chair of York Science Park Limited and
Venturefest York Limited, as well as being non-executive Chair of YorkTest Group
Limited and LG01 Limited. He was appointed a director of Avacta in December
2005.
Alan Aubrey (Aged 45), Non-executive Director
Mr Aubrey is the Chief Executive Officer of IP Group, a listed company that
specialises in commercialising intellectual property originating from research
intensive institutions. He is non-executive chairman of PROACTIS Holdings PLC
and of Energetix Group Limited, and a non-executive director of Syntopix Group
plc. Previously Mr Aubrey was the founder and CEO of Techtran, a business that
was sold to IP Group in 2005 and which is a significant shareholder in Avacta.
He was also a partner at KPMG where he specialised in providing corporate
finance advice to fast growing technology businesses. He is a fellow of the
Institute of Chartered Accountants, holds a BA in economics from the University
of Leeds and an MBA from the University of Bradford.
Principal terms and conditions of the Acquisition
The Company has conditionally agreed to acquire the entire issued and to be
issued share capital of Avacta. The consideration is to be satisfied by the
allotment and issue by the Company of the Consideration Shares. The
Consideration Shares will, when issued, represent 74.70% of the Enlarged Share
Capital. The Consideration Shares will be issued as fully paid and will rank
pari passu in all respects with the
Existing Share Capital, including the right to receive, in full, all dividends
and other distributions thereafter declared, made or paid.
Initial Acquisition
The share capital of Avacta in issue as at the date of this document (''Avacta
Issued Shares'') is to be acquired pursuant to the Acquisition Agreement which
is conditional inter alia, upon:
(a) the Resolutions being duly passed at the EGM;
(b) the Placing Agreement becoming unconditional (save as to any condition
relating to First Admission); and
(c) First Admission occurring.
The consideration for the Avacta Issued Shares is to be satisfied by the
allotment and issue by the Company of 475,530,102 of the Consideration Shares
which, when issued, will represent 71.05% of the Enlarged Share Capital.
Supplemental Acquisition
The options over the Avacta Option Shares which exist at the date of this
document (''Avacta Options'') will become exercisable on a change of control of
Avacta. Such a change of control will occur on completion of the Initial
Acquisition. The holders of the Avacta Options have agreed to exercise their
Avacta Options immediately after completion of the Initial Acquisition and the
Company has agreed, conditional upon First Admission and Second Admission
occurring, to acquire the Avacta Option Shares to be issued upon the exercise of
the Avacta Options pursuant to the Supplemental Acquisition Agreement.
The consideration for the Avacta Option Shares is to be satisfied by the
allotment and issue by the Company of 24,469,898 of the Consideration Shares
which, when issued, will represent 3.66% of the Enlarged Share Capital.
It is expected that completion of the acquisition of the Avacta Option Shares
and First Admission will take place on 8 August 2006. It is expected that the
exercise of the Avacta Options and the acquisition of the Avacta Option Shares
will occur immediately after First Admission.
Details of the Placing
The Company is proposing to raise £1,012,500 (before expenses) by the issue of
45,000,000 Placing Shares pursuant to the Placing at the Placing Price. The
Placing Shares will represent 6.72% of the Enlarged Share Capital.
The Placing Shares will be issued fully paid and will, on issue, rank pari passu
with the Existing Ordinary Shares, including the right to receive, in full, all
dividends and other distributions thereafter declared, made or paid.
The Placing is subject, inter alia, to the satisfaction of the following
conditions on or before 8.00 a.m. on 8 August 2006 or such later time and date
(being not later than 5.00 p.m. on 31 August 2006) as WH Ireland and the Company
may agree:
(a) the passing of the Resolutions at the EGM;
(b) the completion of the Initial Acquisition;
(c) First Admission having occurred; and
(d) WH Ireland not having exercised its rights in certain circumstances to
terminate the Placing
Further details of the Placing Agreement are set out in the Admission Document.
The City Code
The terms of the Acquisition give rise to certain considerations under the City
Code.
The City Code is issued and administered by the Panel. The Company is subject to
the City Code and therefore its shareholders are entitled to the protection
afforded by the City Code.
Under Rule 9 of the City Code, a person who acquires, whether by a series of
transactions over a period of time or not, an interest in shares which (taken
together with shares in which persons acting in concert with him are interested)
carry 30% or more of the voting rights of a company which is subject to the City
Code is normally required to make a general offer in cash to all other
shareholders of that company to acquire the balance of the shares not held by
such a person (or group of persons acting in concert).
In addition, Rule 9 provides that where any person, together with persons acting
in concert with him, is interested in shares in a company which is subject to
the City Code and which in aggregate carry not less than 30% but not more than
50% of that company's voting rights, and such person, or any person acting in
concert with him, acquires an interest in any other shares which increases the
percentage of the shares carrying voting rights in that company in which he is
interested, such person is normally required, in the same way, to make a general
offer to all shareholders.
An offer under Rule 9 must be in cash and at the highest price paid within the
preceding 12 months for any shares in the company by the person required to make
the offer or any person acting in concert with him.
The Vendors are together deemed to be acting in concert for the purposes of the
City Code. After completion of the Acquisition, the New Concert Party's
interest in shares carrying voting rights in the Company will represent, in
aggregate, approximately 74.88% of the voting rights attaching to the Company's
issued ordinary share capital.
The table below shows the interest of the New Concert Party assuming that the
Proposals are implemented and including any holdings of Existing Ordinary
Shares.
Name Number of Percentage of
Ordinary Shares Enlarged Share
Capital
Techtran 174,517,228 26.07
University of Leeds 59,952,038 8.96
Professor Alastair Smith 49,217,468 7.35
Dr. Simon Webster 48,624,258 7.26
Dr. Kurt Baldwin 48,624,258 7.26
Alan Brain 36,734,822 5.49
Alan Aubrey 12,173,419 1.82
Dr. Gwyn Humphreys 11,125,836 1.66
Russell Hodgetts 9,847,912 1.47
Professor Tony Robards 8,491,102 1.27
David Norwood 7,522,403 1.12
Alison Fielding 7,522,403 1.12
Alex Stevenson 7,522,403 1.12
Richard Ian Griffiths1 7,144,718 1.07
Rodney Adams 3,253,187 0.49
Tim Sykes 2,918,718 0.44
Stephen Brookes 2,092,011 0.31
Magnus Goodlad 1,691,279 0.25
Inigo Mendieta 444,907 0.07
John Clarkson 444,907 0.07
Sergiu Masca 444,907 0.07
Tara Sabir 444,907 0.07
George Dimitriadis 444,907 0.07
501,200,000 74.88
1Richard Ian Griffiths' shareholding includes 1,200,000 Existing Ordinary
Shares. He is also interested in 600,000 Existing Warrants.
If the New Concert Party exercised all the share options held by them pursuant
to the New Schemes (as set out in paragraph 9 of Part VIII of the Admission
Document) and all Existing Warrants, the New Concert Party's interest in shares
carrying voting rights in the Company would represent approximately 75.75% of
the voting rights attaching to the Company's then enlarged share capital
(assuming that only the New Concert Party would exercise their options in full
at the earliest possible date, being on the third anniversary of the date of
grant and their Existing Warrants). On the same basis, the interests of
Professor Alastair Smith, Dr. Simon Webster, Dr. Kurt Baldwin, Russell Hodgetts
and Richard Ian Griffiths would represent approximately 8.15%, 8.06%, 8.06%,
1.68% and 1.16% respectively of the voting rights attaching to the Company's
then enlarged share capital.
The Panel has agreed, subject to the passing of Resolution 1 on a poll at the
EGM, to waive the obligation of the New Concert Party to make a general offer
under Rule 9 that would otherwise arise as a result of the Proposals.
Shareholders should be aware that, following the Acquisition, the members of the
New Concert Party will together hold more than 50% of the voting rights
attaching to the Company's issued share capital. Accordingly, the New Concert
Party, for so long as the members of the New Concert Party continue to be
treated as acting in concert, may be able to increase its aggregate shareholding
without incurring any further obligation under Rule 9 to make a general offer.
However, individual members of the New Concert Party will not be able to
increase their percentage shareholdings through a Rule 9 threshold without Panel
consent.
The members of the Existing Concert Party were deemed to be acting in concert
for the purpose of the City Code when they agreed, pursuant to an agreement
dated 11 April 2006, to subscribe for new Ordinary Shares.
After completion of the Proposals, the Existing Concert Party's interest in
shares carrying voting rights in the Company will represent, in aggregate,
approximately 19.84% of the voting rights attaching to the Company's issued
share capital. If the members of the Existing Concert Party exercised the
Existing Warrants to which they are entitled in full, the Existing Concert
Party's interest in shares carrying voting rights in the Company would
represent, in aggregate, approximately 25.62% of the voting rights attaching to
the Company's issued share capital.
The New Concert Party
The New Concert Party comprises the Vendors. Biographies of Professor Alastair
Smith, who is a member of the New Concert Party, and those members of the New
Concert Party who are Proposed Directors, are set out in paragraph 7 of Part I
of the Admission Document. Details relating to the other principal members of
the New Concert Party are set out below:
Techtran
The principal activity of Techtran is the development of intellectual property
created by UK universities with the potential for commercial development.
Techtran is a subsidiary of IP Group. Information on IP Group is set out in the
document. Information on Techtran is set out in the document.
University of Leeds
The University of Leeds is both a research intensive institution and one of the
largest teaching universities in the UK. Its turnover for the year to 31 July
2005 was £367 million and its asset base was £268 million on an historical cost
basis. A significant by-product of the research activity is the generation of
intellectual property, which is commercialised by the University through a
variety of methods including spin-off companies. There are 39 spin-off companies
in total, of which the University has a controlling interest in only four. The
University owns between 20% and 50% of 16 of the spin-off companies and less
than 20% of the balance.
Alan Brain (Aged 60)
Alan has 30 years' experience working in the healthcare industry particularly in
materials testing and microscopy, where his expertise lies in developing
industrial applications of new technologies and in providing expert witness
services. Prior to co-founding Avacta, Alan was an independent consultant
specialising in microscopy and surface analysis. He is currently an Honorary
Visiting Research Fellow in the Department of Physics at the University of York.
Richard Ian Griffiths is a member of the New Concert Party and is also an
Existing Shareholder and holds Existing Warrants.
Intentions of the New Concert Party
The Company and Oriental have ceased to trade and therefore currently do not
have any business, employees or fixed assets. Upon completion of the Proposals,
it is intended that the Company will become the holding company for Avacta and
Avacta Analytical.
Proposed Directors' New Service Contracts
Particulars of the new service contracts and letters of appointment entered into
by Professor Alastair Smith and the Proposed Directors, conditional upon
Admission, are as follows:
Professor Alastair Smith has entered into a service agreement with the Company
dated 13 July 2006 for an initial period of 12 months and subject to termination
upon 6 months' notice by either party to expire at the end of the initial period
or at any time thereafter. The agreement requires Professor Smith to work for
four days a week for the Company. The agreement currently provides for an annual
salary of £35,000. Under the terms of a secondment agreement with the University
of Leeds, Avacta will pay a further £6,955 (plus VAT) per month throughout the
period 1 August 2006 to 31 July 2007 in respect of the secondment of Professor
Smith's services to Avacta. The University of Leeds pays 50% of the monthly fee
to Professor Smith in respect of the salary paid to him by the University of
Leeds. The remaining 50% of the monthly fee covers the University of Leeds'
overheads. Professor Smith's total remuneration in respect of services provided
to the Company and Avacta is therefore £76,730 per annum.
Dr. Simon Webster has entered into a service agreement with the Company dated 13
July 2006 for an initial period of 12 months and subject to termination upon 6
months' notice by either party to expire at the end of the initial period or at
any time thereafter. The agreement currently provides for an annual salary of
£65,000.
Dr. Kurt Baldwin has entered into a service agreement with the Company dated 13
July 2006 for an initial period of 12 months and subject to termination upon 6
months' notice by either party to expire at the end of the initial period or at
any time thereafter. The agreement currently provides for an annual salary of
£65,000.
In addition to the basic salary, Professor Smith, Dr. Webster and Dr. Baldwin
are entitled to 25 days' paid holiday and, subject to the discretion of the
Remuneration Committee, a bonus. Each of the proposed new service contracts to
be entered into by Professor Smith, Dr. Webster and Dr. Baldwin restricts the
individual from competing with the Company and/or soliciting customers for a
period of six months from the date of service of notice to terminate employment.
The services of Dr. Gwyn Humphreys as Non-executive Director are provided under
the terms of an appointment letter from the Company to him dated 13 July 2006
which provides for an initial fee of £20,000 per annum, such appointment being
terminable upon three months' notice.
The services of Professor Tony Robards as Non-executive Director are provided
under the terms of an appointment letter from the Company to him dated 13 July
2006 which provides for an initial fee of £15,000 per annum, such appointment
being terminable upon three months' notice.
The services of Alan Aubrey as Non-executive Director are provided under the
terms of an appointment letter from the Company to him dated 13 July 2006 which
provides for an initial fee of £15,000 per annum, such appointment being
terminable upon three months' notice.
The services of Tim Sykes, via his company, Penta Financial Direction Limited ('
'Penta''), are provided to the Company under the terms of a consultancy
agreement between the Company and Penta dated 13 July 2006 for a minimum of one
day per week at a rate of £750 per day. The provision of services is for a
minimum of 12 months and thereafter can be terminated on 6 months' notice by
either party. In addition the consultancy agreement restricts each of Tim Sykes
and Penta from soliciting customers and employees for a period of 12 months
after termination of that agreement.
Extraordinary General Meeting
The Acquisition is classed as a reverse takeover for the purpose of the AIM
Rules and is therefore conditional upon the approval of the Existing
Shareholders. An Extraordinary General Meeting has been convened for 11.00 a.m.
on 7 August 2006 to be held at the offices of Eversheds LLP, Eversheds House, 70
Great Bridgewater Street, Manchester M1 5ES.
Set out at the end of the Admission Document is a notice convening the EGM for
the purpose of considering and if thought fit approving the Resolutions to:
1. approve the waiver by the Panel for any requirement of the New Concert Party
to make a general offer pursuant to Rule 9 of the City Code;
2. approve the change in the name of Readybuy to Avacta Group plc;
3. approve the Initial Acquisition, the Supplemental Acquisition and in
compliance with section 320 of the Act the acquisition, pursuant to the terms of
the Acquisition Agreement, of ordinary shares of 0.1p each in Avacta from
Professor Alastair Smith;
4. increase the authorised share capital of the Company;
5. authorise the Directors to allot relevant securities up to an aggregate
nominal value of £700,000;
6. disapply pre-emption rights;
7. approve the adoption of the Readybuy Enterprise Management Incentive Scheme;
and
8. approve the adoption of the Readybuy Unapproved Option Scheme.
In accordance with the requirements of the Panel, Resolution 1 will be taken on
a poll. Richard Ian Griffiths who is a member of the New Concert Party is also
a shareholder of Readybuy and has agreed not to vote his 1,200,000 Existing
Ordinary Shares in Readybuy in respect of Resolution 1 to be proposed at the
EGM.
Expected Timetable of Principal Events
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 5 August 2006
in respect of the EGM
Extraordinary General Meeting 11.00 a.m. on 7 August 2006
First Admission effective and dealings in the First 8 August 2006
Admission Shares commence on AIM
Second Admission effective and dealings in the 9 August 2006
Supplemental Consideration Shares commence on AIM
CREST stock accounts credited in respect of First 8 August 2006
Admission Shares
CREST stock accounts credited in respect of 9 August 2006
Supplemental Consideration Shares
Despatch of definitive share certificates in respect 16 August 2006
of New Ordinary Shares to be held in certificated form
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
'Acquisition' the proposed acquisition by the Company of the entire issued share
capital of Avacta pursuant to the Acquisition Agreement and the
Supplemental Acquisition Agreement
'Acquisition Agreement' the agreement dated 13 July 2006 between (1) the Initial Vendors
and (2) the
Company relating to the Initial Acquisition, which is conditional,
inter alia, on the passing of the Resolutions at the EGM, further
details of which are set out in paragraph 15 of Part VIII of the
Admission Document
'Act' the Companies Act 1985, as amended
'Admission' the re-admission of the Existing Ordinary Shares to trading on AIM
and the admission to trading on AIM of the New Ordinary Shares
becoming effective in accordance with Rule 6 of the AIM Rules
'Admission Document' the admission document to be issued by the Company in connection
with the Proposals dated 13 July 2006
'AIM' a market operated by the London Stock Exchange
'AIM Rules' the rules governing the admission to and operation of AIM published
by the London Stock Exchange from time to time
'Avacta' Avacta Limited
7,755 ordinary shares of 0.1p each in Avacta to be issued upon the
exercise of certain options granted by Avacta to the Supplemental
'Avacta Option Shares' Vendors and to be immediately sold to Readybuy pursuant to the
terms of the Supplemental Acquisition Agreement
'Avacta Analytical' Avacta Analytical Limited
'Articles' the articles of association of the Company at the date of this
document
'the Board' or 'the Directors' the directors of the Company, as at the date of this document,
being Daron Lee and Professor Alastair Smith
'Capital Reorganisation' the re-organisation of the share capital of the Company which took
place on 5 May 2006, details of which are set out in the Admission
Document.
'City Code' the City Code on Takeovers and Mergers
'Combined Code' the principles of Good Governance and Code of Best Practice
maintained by the Financial Reporting Council
'Company' or 'Readybuy ' Readybuy plc
'Consideration Shares' the 500,000,000 new Ordinary Shares to be issued in accordance with
the terms of the Acquisition Agreement and the Supplemental
Acquisition Agreement
'Continuing Directors' Professor Alastair Smith and the Proposed Directors
'CREST' the relevant system (as defined in the CREST Regulations) in
respect of which CRESTCo Limited is the Operator (as defined in the
CREST Regulations) in accordance with which securities may be held
and transferred in uncertificated form
'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
(as amended)
'Daily Official List' the daily official list of the United Kingdom Listing Authority
'Deferred Shares' the 19,327,344 Deferred Shares of 0.4p each in the issued share
capital of the Company
'EGM' or 'Extraordinary the extraordinary general meeting of the Company, convened for
11.00 a.m. on 7 August 2006, and any adjournment thereof, notice of
General Meeting' which is set out at the end of the Admission Document
'EIS' the Enterprise Investment Scheme as prescribed in Part VII Chapter
III of the Income and Corporation Taxes Act 1988 as amended
'Enlarged Group' the Company and its subsidiary undertakings immediately following
Admission being Oriental, Avacta and Avacta Analytical
'Enlarged Share Capital' the issued ordinary share capital of the Company immediately
following Admission
'Existing Scheme' the Readybuy unapproved share option scheme adopted on 26 August
2003
'Existing Concert Party' the consortium of shareholders comprising Messrs Stephen Leslie,
James, Daron Ross Lee, Christopher Atur Potts, Robert Thomas
Quested, Sally Claire Cooper, Richard Ian Griffiths, Stephen
Twidell, Edward Roland Dawson, Elizabeth Anne Richardson, Stuart
Alan Spurling, Leonard John Russell, Harvey Neil Laurence, David
Hugh Richardson, Charles Henry Potts, Aubrey Calvin Meredith and
Stephen James Richardson
'Existing Share Capital' the issued ordinary share capital of the Company at the date of the
document
'Existing Shareholder' a holder of Existing Ordinary Shares
'Existing Ordinary Shares' the 124,327,344 ordinary shares of 0.1p each in the capital of the
Company in issue as at the date of the document
'Existing Warrant Instrument' the warrant instrument dated 11 April 2006 constituting the
Existing Warrants adopted by the Company at an extraordinary
general meeting of the Company held on 5 May 2006 and of which
further details are set out in the document
'Existing Warrants' the warrants to subscribe for up to 52,500,000 Ordinary Shares
issued to the Existing Concert Party and WH Ireland pursuant to the
terms of the Existing Warrant Instrument
'First Admission' the re-admission of the Existing Ordinary Shares to trading on AIM
and the admission to trading on AIM of the New Ordinary Shares
(other than the Supplemental Consideration Shares) becoming
effective in accordance with Rule 6 of the AIM Rules
'First Admission Shares' the Existing Ordinary Shares, the Placing Shares and the Initial
Consideration Shares
'Form of Proxy' the form of proxy enclosed with the Admission Document for use by
holders of Existing Ordinary Shares in connection with the EGM
'FSMA' the Financial Services and Markets Act 2000 (as amended)
'Independent Director' Daron Lee
'Independent Shareholders' those shareholders of Readybuy considered to be independent for the
purposes of approving the waiver to make a mandatory offer under
Rule 9 of the City Code
'Initial Acquisition' the proposed acquisition by Readybuy of 150,705 ordinary shares of
0.1p each in the capital of Avacta pursuant to the Acquisition
Agreement
'Initial Consideration Shares' 475,530,102 new Ordinary Shares to be issued pursuant to the
Acquisition Agreement
'Initial Vendors' Kurt Justin Baldwin, Alan Arthur Brain, David Alastair MacLaughlin,
Smith, Simon Webster, Gwynfor Owen Humphreys, Anthony William
Robards, Alan Aubrey, University of Leeds, Techtran Group Limited,
David Norwood, Alison Fielding, Alex Stevenson, Timothy Sykes,
Stephen Brookes, Magnus Goodlad, Richard Ian Griffiths, Russell
Hodgetts and Rodney Adams being the holders of the entire issued
share capital of Avacta at the date of this document
'Locked in Shares' Ordinary Shares registered in the respective names of or
beneficially held by the Vendors immediately following First
Admission (in the case of the Initial Vendors) and immediately
following Second Admission (in the case of the Supplemental
Vendors) and those and any rights acquired by them pursuant to the
exercise of an option or warrant to acquire Ordinary Shares or to
subscribe for Ordinary Shares which have already or may
subsequently be granted to them within the 12 months following
Admission
'IP Group' IP Group plc
'London Stock Exchange' London Stock Exchange plc
'New Concert Party' the Initial Vendors and the Supplemental Vendors
'New Ordinary Shares' The 545,000,000 new Ordinary Shares to be issued conditionally upon
the passing of the Resolutions pursuant to the Placing, the
Acquisition Agreement and the Supplemental Acquisition Agreement
'New Schemes' the new Readybuy Enterprise Management Incentive Scheme and the new
Readybuy Unapproved Option Scheme proposed to be adopted by the
Company at the EGM
'Notice' the notice of EGM set out at the end of the Admission Document
'Official List' the official list of the UKLA
'Ordinary Shares' ordinary shares of 0.1p each in the capital of the Company
'Oriental' Oriental Fine Foods Limited
'Overseas Shareholders' existing shareholders who are resident in, or citizens of,
countries other than the UK
'Panel' the Panel on Takeovers and Mergers
'Permitted Transferees' in the case of a Vendor that is a body corporate (as defined in
section 740 of the Act) any body corporate which is a wholly owned
subsidiary or holding company (as defined in section 736 of the
Act) of such a Vendor or any subsidiary of a holding company of
such a Vendor, and in the case of a Vendor who is an individual,
his spouse or any of his children or any trustees for himself, his
spouse or children
'Placing' the conditional placing of the Placing Shares at the Placing Price,
pursuant to the Placing Agreement
'Placing Agreement' the conditional agreement dated 13 July 2006 between (1) the
Company (2) WH Ireland (3) the Directors and the Proposed Directors
relating to the Placing and the application for Admission, details
of which are set out in paragraph 15 of Part VIII of the Admission
Document
'Placing Price' 2.25p per Placing Share
'Placing Shares' the 45,000,000 New Ordinary Shares proposed to be issued pursuant
to the Placing
'Proposals' the Acquisition, the Placing and Admission
'Proposed Directors' the proposed new directors of the Company with effect from First
Admission being Simon Webster, Kurt Justin Baldwin, Gwynfor Owen
Humphreys, Anthony Robards, Alan Aubrey and Timothy Sykes
'Prospectus Rules' the Prospectus Rules brought into effect on 1 July 2005 pursuant to
Commission Regulation (EC) No. 809/2004
'Readybuy Group' the Company and Oriental
'Resolutions' the resolutions to be proposed at the EGM, set out in the Notice at
the end of the Admission Document
'Second Admission' the admission to trading on AIM of the Supplemental Consideration
Shares
'Shareholder' a holder of Ordinary Shares in the capital of the Company
'Supplemental Acquisition' the proposed acquisition by Readybuy of 7,755 ordinary shares of
0.1p each in the capital of Avacta pursuant to the Supplemental
Acquisition Agreement
'Supplemental Acquisition the agreement dated 13 July 2006 between (1) the Supplemental
Vendors and (2) the Company relating to the Supplemental
Agreement' Acquisition, which is conditional, inter alia, on the Acquisition
Agreement becoming unconditional, further details of which are set
out in paragraph 15 of Part VIII of the Admission Document
'Supplemental Consideration 24,469,898 new Ordinary Shares to be issued pursuant to the
Shares' Supplemental Acquisition Agreement
'Supplemental Vendors' Russell Hodgetts, Kurt Baldwin, Alan Arthur Brain, Simon Webster,
Inigo Rafael Rodriguez Mendieta, John Clarkson, Sergiu Masca, Tara
Sabir and George Dimitriadis.
'Techtran' Techtran Group Limited
'UK' the United Kingdom of Great Britain and Northern Ireland
'UKLA' the United Kingdom Listing Authority, being the Financial Services
Authority acting in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000
'Vendors' the Initial Vendors and the Supplemental Vendors
'Waiver' the waiver to be granted, subject to the passing of Resolution 1 on
a poll of Independent Shareholders at the EGM, by the Panel of the
obligation of the New Concert Party (or any member thereof) which
would otherwise arise under Rule 9 of the City Code upon completion
of the Acquisition to make a mandatory cash offer for the Ordinary
Shares not already owned by the New Concert Party (or the relevant
member thereof) on or after First Admission, as further described
in paragraph 10 of Part I of the Admission Document
'WH Ireland' WH Ireland Limited
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