Conditional Fundraising of ?1.25m
Byotrol plc
("Byotrol" or the "Company")
Conditional subscription and Placing of 41,666,668 new Ordinary Shares to raise £1.25 million
Key points:
· Placing of 38,666,667 new Ordinary Shares and subscription of 3,000,001 new Ordinary Shares at 3 pence to raise £1.25m before expenses
· Support from new and existing institutional shareholders
· Board participation by way of Subscription
· Fundraising subject to approval of the Company's shareholders at the Annual General Meeting to be held on 29 July 2014
· Proceeds to be used for investment in sales and marketing resource, geographical expansion, regulatory approvals, intellectual property development and working capital.
Commenting on the placing, David Traynor, Chief Executive of Byotrol, said:
"We are delighted to have received such strong support from our existing and new institutional shareholders. This fundraising will allow Byotrol to consolidate on the progress made following the integration of Byotrol Consumer Products and will allow us to invest for growth from our new, leaner, stronger base."
Placing and Use of Proceeds
Byotrol, the developer of anti microbial hygiene technologies, today announces that it has conditionally raised £1.25 million before expenses, by the placing (the "Placing") for cash by finnCap, acting as agent for the Company, of 38,666,667 new ordinary shares of 0.25 pence each ("Ordinary Shares") (the "Placing Shares") at 3 pence per Placing Share (the "Issue Price") and the subscription (the "Subscription") of 3,000,0001 new Ordinary Shares (the "Subscription Shares") at the Issue Price.
Over the past year, the Company has achieved a number of key milestones, not least of which was the acquisition of Byotrol Consumer Products Ltd. The enlarged entity has since undergone a period of integration, consolidation and rationalisation but has continued to grow sales over this period and is beginning to see the benefits of the decisions that the management team has taken - a streamlined company with increased sales and a more robust financial position. These benefits and further discussion on the Company's operations can be found in Byotrol's preliminary results announcement released this morning.
Accordingly, the net proceeds of the Placing and Subscription will be used to maintain the momentum generated by the Company to ensure it has the correct systems, procedures and approvals to capitalise on its inherent technological advantage. The Company also intends to invest further in sales and marketing efforts with the aim of securing further revenue across its business.
Directors' Shareholdings
Each of the Directors will be subscribing for Ordinary Shares in the Subscription. The interests of the Directors following the Subscription and Placing will be as follows:
|
Director |
Existing number of Ordinary Shares held |
Number of Ordinary Shares to be issued if Loan Notes** are converted |
Number of Subscription Shares subscribed for in the Subscription |
Resulting number of Ordinary Shares held after Admission |
Resulting holding as a percentage of the Ordinary Shares in issue immediately after Admission |
Percentage holding following Admission and conversion of the loan notes |
|
Nicholas Martel* |
18,693,513 |
1,123,837 |
2,000,000 |
20,693,513 |
9.20 |
9.34 |
|
David Traynor |
4,280,001 |
1,123,837 |
416,667 |
4,696,668 |
2.09 |
2.49 |
|
Till Medinger |
593,854 |
674,302 |
416,667 |
1,010,521 |
0.45 |
0.72 |
*includes a non-beneficial interest in 18,693,513 Ordinary Shares
** The Company issued £380,000 of loan notes ("Loan Notes") on 20 December 2013 to the Directors and other parties. The Loan Notes have a term of three years with a coupon of 10% per annum. Following the issue of the Placing Shares and Subscription Shares, the Loan Notes will be convertible into Ordinary Shares at a price of 4.4p per Ordinary Share.
Related Party Transaction
Ruffer LLP ("Ruffer") and Maunby Investment Management ("Maunby") are subscribing for Placing Shares and the Directors are subscribing for Subscription Shares. Following admission of the Placing Shares and Subscription Shares to trading on the AIM Market of the London Stock Exchange plc ("Admission"), Ruffer will have an interest in 51,059,134 Ordinary Shares, representing 22.69% of the Company's enlarged issued share capital, Maunby will have an interest in 24,040,006 Ordinary Shares, representing 10.68% of the Company's enlarged issued share capital and the Director's interests will be as shown above.
The subscription for Placing Shares and Subscription Shares by Ruffer, Maunby and the Directors are considered related party transactions pursuant to the AIM Rules for Companies because Ruffer and Maunby are currently substantial shareholders in the Company and Directors participation is considered in aggregate.
Given all Directors are participating in the Subscription, there are no Independent Directors of the Company. The Company's nominated adviser, finnCap, considers that the terms of the subscription for Placing Shares and Subscription Shares by Ruffer, Maunby and the Directors are fair and reasonable insofar as the Company's shareholders are concerned.
General Meeting
The Subscription and Placing are conditional upon, inter alia, shareholder approval to be sought at the Annual General Meeting of the Company to be held on 29 July 2014 and Admission. The Company intends to send its Annual Report and Accounts containing the Notice of its Annual General Meeting to shareholders on or around 3 July 2014.
Admission
Application will be made for Admission to occur and for dealings to commence in the Placing Shares and Subscription Shares on 30 July 2014. The Subscription Shares and Placing Shares will rank pari passu with the existing Ordinary Shares currently traded on AIM. Following Admission, there will be 225,034,769 Ordinary Shares in issue.
Contact
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Byotrol plc |
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David Traynor - Chief Executive Officer Dawn Williams - Investor Relations
finnCap Geoff Nash/Christopher Raggett - Corporate Finance Mia Gardner - Corporate Broking
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01925 742 000
020 7220 0500
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This information is provided by RNS
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