Firm Placing & Placing & Open Offer to Raise £9.8m
The eVestment Company PLC
9 December 1999
The eVestment Company Plc
Firm Placing and Placing and Open Offer to raise £9.8
million (net)
* eVestment invests in and takes an active development
role in young internet and e-commerce related businesses
* eVestment is to raise £9.8 million through a Firm
Placing and Placing and Open Offer to provide funds for
further investment
* eVestment currently has holdings in 10 internet and e-
commerce related businesses: eBop, The Share.com, Eighteen
Global, Infrastructure Defense, Kapok 2050, Stargig.com,
Statpro, Easier, Freecom.net and Wave Corporation. Details
of these businesses are in the attached release.
The total current value of these investments is
approximately £2.35 million, on an initial investment of
£2.13 million. A number of further potential investments
have been identified
* The Company's investment strategy is focused on
Internet and e-commerce related businesses
* To date Gameplay.com and Pure Entertainment Games
(investments no longer held), and Freecom.net and Wave
Corporation (investments still held) have floated
* The eVestment management team, led by Oliver Vaughan,
Chairman, and Christopher Roberts, Chief Executive, have
strong investment and management experience. Oliver Vaughan
is a director of a number of companies including Internet
Technology Group and Redstone Telecom
* eVestment has recruited a team of managers dedicated to
Internet investment including Jackie Donnelly
Oliver Vaughan, eVestment Chairman, commented,
'We now have in place a number of strategic long-term
investors, who are interested in supporting early-stage
internet companies. This gives us a spread of substantial
funds with the desire to participate in subsequent rounds of
fund-raising regardless of the vagaries of the market. We
have the skills to identify promising internet opportunities
and to support and develop them with major funding.
'We are at the beginning of an internet revolution and
eVestment intends to play an important part in it.'
For further information, please contact:
The eVestment Company Plc 0171 937 4445
Chris Roberts
Square Mile Communications 0171 601 1000
Mike Walters or Rachel Gilman
The eVestment Company Plc
Proposed Firm Placing and Placing and Open Offer of up to
126,000,022 Ordinary Shares at 8p per share
Introduction
The eVestment Company Plc ('eVestment' or 'The Company')
announced today that it is proposing to raise up to
approximately £9.8 million (net of expenses) by means of a
Firm Placing of up to 100,000,000 New Ordinary Shares and a
Placing and Open Offer of up to 26,000,022 New Ordinary
Shares, in each case at 8p per share and, to seek
Shareholders' approval for the Further Disapplication.
Information on the Company
The Company was formed in April 1997 with the intention of
investing in smaller companies considered by the Board to
have:
* potential to generate significant growth and
profitability in the short and medium term;
* the ability to become independent public companies
suitable for public quotation in the medium term; and
* management with a good track record.
In 1997 the Company raised £1.98 million (after costs) at
the same time as its Ordinary Shares and Warrants were
admitted to trading on AIM.
In June 1999, due to a shortage of investment opportunities
meeting the Company's stringent investment criteria, the
Board wrote to Shareholders and Warrantholders proposing
that the Company's investment strategy be refocused upon
Internet and e-commerce related businesses. It was the
Board's view that such businesses offered the greatest
opportunities for investment and could benefit from the
anticipated exponential growth in on-line commerce. It was
the Board's intention therefore to identify and invest in
such businesses at an early stage. Furthermore it was
believed that the focussing of investment strategy would
enable the Board to give more detailed consideration to each
investment opportunity and to build up a level of expertise
in the chosen sector. Accordingly the Board also proposed a
change of Company name from Grosmont Holdings PLC to The
eVestment Company Plc, reflecting the new emphasis of
investment strategy.
Since June 1999 the Company has invested a total of £2.48
million in twelve Internet and/or e-commerce businesses.
The Company is currently holding ten investments with a
current valuation of £2.13 million, and expects very shortly
to make two further investments.
The Company values its investments at cost (less any
applicable provisions for a permanent diminution in value).
Based upon current market values, where applicable, for
quoted investments, the ten investments currently held are
valued at £2.35 million.
Reasons for the Fund-raising
As described above, since June 1999 the Company has invested
£2.48 million in twelve Internet and/or e-commerce
businesses, is currently holding ten investments and shortly
expects to make two further investments. In addition,
eVestment is currently involved in detailed due diligence on
a number of potential investments, and is receiving a number
of approaches each week from potentially suitable businesses
seeking investment capital. However, once the Company has
completed the imminent investments, referred to above, there
will be no further funds available for investment.
Accordingly, it is now proposed that the Company raises up
to £10.1 million (£9.8 million net of expenses) to provide
the funds necessary to make further investments in Internet
and e-commerce related businesses.
It is also intended that the broadening of the Shareholder
base which will result from the Fund-raising will provide
the Company with a resource of potential strategic
investment partners who will be offered the opportunity to
co-invest with the Company in its chosen investee companies
in the future, and who may also provide a source of
referrals.
Details of the Fund-raising
The Directors intend to raise a total of up to £10.1 million
before expenses (£9.8 million after expenses) by means of
the Firm Placing of up to 100,000,000 New Ordinary Shares,
raising up to £8 million (before expenses), and the Placing
and Open Offer of 26,00,022 New Ordinary Shares, raising up
to approximately £2.1 million (before expenses), in each
case at a price of 8p per share. The issue of New Ordinary
Shares under the Fund-raising is conditional on the gross
proceeds of the Fund-raising being at least £250,000.
The Firm Placing Shares have been conditionally placed with
institutional and other investors procured by the Company
and by Peel Hunt, and are not subject to clawback to
Qualifying Holders. 8,125,000 of the Firm Placing Shares,
representing 3.49 per cent. of the Enlarged Issued Share
Capital, have been conditionally placed by the Company with
certain of the New Directors.
Qualifying Holders, including, in accordance with the terms
of their respective warrant instruments, holders of both
Warrants and New Warrants as if they had exercised their
Warrants or New Warrants on the day prior to the Record Date
are, however, being given the opportunity to participate in
the Fund-raising. Under the terms of the Open Offer
Qualifying Holders will be given the opportunity to
subscribe for the Open Offer Shares at the Placing Price,
free of expenses, pro rata to their existing qualifying
holdings, on the basis of:
1 New Ordinary Share for every 9 Ordinary Shares
1 New Ordinary Share for every 9 Warrants
1 New Ordinary Share for every 9 New Warrants
and so in proportion for any other number of Ordinary
Shares, Warrants or New Warrants held at the Record Date.
Entitlements to Open Offer Shares will be rounded down to
the nearest whole number. The fractional entitlements which
would otherwise have arisen will not be allotted to
Qualifying Holders but will be aggregated and made available
for subscription under the Placing.
Peel Hunt has agreed that it will use its reasonable
endeavours to procure placees for the Open Offer Shares,
subject to the rights of Qualifying Holders to acquire such
shares under the Open Offer.
The Fund-raising is not underwritten though is conditional,
inter alia, on the passing of Resolutions 1, 2 and 3 at the
EGM.
The New Ordinary Shares will be allotted and credited as
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all
dividends and other distributions thereafter declared, made
or paid.
Application forms in relation to the Open Offer are personal
and may not be transferred except to satisfy bona fide
market claims.
Reasons for the Further Disapplication
In order to give the Company the flexibility in the future
to raise further funds quickly and at minimal cost, it is
also now proposed that the Directors be authorised to issue
additional Ordinary Shares for cash other than on a pre-
emptive basis to Shareholders and Warrantholders in the
future. This proposed authority will give the Board the
ability to issue up to 200,000,000 Ordinary Shares, over and
above the New Ordinary Shares, equal to 187 per cent. of the
Company's current issued share capital and 85.8 per cent. of
the Enlarged Issued Share Capital. This authority, if
granted, will expire at the earlier of 15 months from the
date of the passing of the relevant resolution and the
conclusion of the next annual general meeting of the
Company.
Current trading and prospects
The Company is currently holding ten investments with a
current valuation, as described above, of £2.13 million.
Details on the investee companies are as follows:
Name Website Description
address
eBop Holdings eBop.co.uk Provides a community web
PLC site targeted at the UK 16
to 24 age group, including
information on music, games
and other e-commerce
initiatives
The Share.com TheShare.com Provides an on line, real
PLC time retail share dealing
system, initially launched
in the UK, with the
intention of expanding to
become the premier retail
broker service in Europe
Eighteen EighteenGlobal Internet community creating
Global Inc. .com a business-to-business and
business-to-consumer
environment within a golf
lifestyle internet site
Infrastructure iDefense.com Provides details on, and
Defense Inc. advice on how to protect
against, cyber attack,
offering business risk
assessment, consulting and
management services
Kapok 2050 Kapok.com Provides turnkey solutions
Limited for businesses seeking a
trading presence on the
internet
Stargig.com Stargig.com Community web site targeted
PLC at musicians, seeking to
benefit from recent
developments in distributing
music via the web site
Statpro PLC Statpro.co.uk Software development and
marketing business targeting
asset management companies
Easier! Plc - Intends to launch a new on-
line residential property
portal
Freecom.net freecom.net A specialist provider of
plc hosted e-commerce solutions
for small and medium sized
businesses
Wave Systems Wave.com Provides a microchip
Corporation Inc. technology enabling secure
transaction processing and
secure communication of
digital content in the e-
commerce environment
The Directors believe that the above portfolio represents a
well balanced spread of internet and e-commerce related
businesses, providing a suitable platform from which the
company's portfolio of interests can be grown.
Two of the above companies are quoted. Freecom.net plc
commenced trading on AIM on 1 December, 1999 and Wave
Corporation Inc. was admitted to NASDAQ on 27 May, 1999.
In addition to the above holdings, since 30 June 1999, the
Company has realised its investments in Gameplay.com, and
Pure Entertainment Games PLC, which were admitted to AIM in
August 1999 and October 1999 respectively.
Expected Timetable of Principal Events
Record Date for the Open Offer 1 December, 1999
Despatch of Application Forms 9 December, 1999
Latest time for splitting
application forms 3.00 p.m., 4 January, 2000
(to satisfy bona fide market claims only)
Latest time for receipt of completed
Application Forms and payment in full 3.00 p.m., 6 January,2000
Latest time for receipt of forms of proxy 11.00 a.m., 9 January, 2000
Extraordinary General Meeting 11.00 a.m., 11 January, 2000
Admission effective and dealings to
commence in the New Ordinary Shares 12 January, 2000
Crediting of CREST accounts in respect of 12 January, 2000
New Ordinary Shares
Share certificates in respect of New Ordinary Shares 14 January, 2000
despatched by
For further information, please contact:
The eVestment Company Plc 0171 937 4445
Chris Roberts
Square Mile Communications 0171 601 1000
Mike Walters or Rachel Gilman
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