Disposal, New Investing Policy & Name Change


 

TIDMDSY 
 
RNS Number : 5965W 
DawMed Systems PLC 
30 July 2009 
 

For Immediate Release 
30 July 2009 
Dawmed Systems PLC 
 
 
Result of First General Meeting 
 
 
Sale of Dawmed International Limited 
Adoption of New Investing Policy 
Proposed Change of name of the Company 
 
 
The Board of Dawmed is pleased to announce that both resolutions were passed at 
the First General Meeting ("First GM") held today concerning the sale of all the 
issued share capital of Dawmed International Limited to Wassenberg & Co.B.V 
("the Sale") and the adoption of the new Investing Policy under the AIM Rules 
following completion of the Sale. 
 
 
Pursuant to the Sale, the Company is required to change its name.  At the Second 
General Meeting ("Second GM") convened for 6 August 2009, a special resolution 
will be put to Shareholders to change the Company's name to Adalta Real PLC. 
 
 
Accordingly the Company has adopted the new Investing Policy as set out below: 
 
 
NEW INVESTING POLICY 
 
 
Following completion of the Sale the Continuing Directors propose that, instead 
of winding up the Company, the Company's share capital should remain admitted to 
trading on AIM and that the Company's New Investing Policy should be  based 
predominantly upon property agency, the acquisition and development of and/or 
investment in commercial property, the acquisition of land and development of 
high end residential property, together with potential corporate 
acquisitions, the latter mainly in the property sector. 
 
 
There have been recent and significant falls in the value of commercial and 
residential property as well as associated land in the UK and many companies in 
the property sector are suffering in the downturn.  The Continuing Directors 
believe therefore that there are opportunities to acquire development land, 
built property and/or property companies, with the potential for significant 
uplifts from the current low levels of property values and for ongoing 
generation of profit over the medium and long term. 
 
 
The proposed New Investing Policy is intended to be split between commercial 
agency, development property and investment property and this overall split will 
be subject to available opportunities from time to time as well as the Company's 
ability to make such investments in as tax efficient manner as possible, for 
example through compliance with current HMRC Tax Exemption Rules following the 
Sale. 
 
 
The Company will be an active investor. Such investments may result in the 
Company acquiring the whole or part of a company or project. The Company's 
investments may take the form of equity, joint venture debt, convertible 
instruments, licence rights, or other financial instruments as the Continuing 
Directors deem appropriate. 
 
 
 
 
 
 
The Continuing Directors propose that the New Investing Policy should enable it 
to pursue and exploit the following opportunities in the UK:- 
 
 
  *  commercial and industrial agency services; 
  *  commercial development (including acquisition and refurbishment opportunities) 
  subject to pre-lets to prime covenant tenants; 
  *  sales of such completed and let developments as profit generators; 
  *  acquisition of existing individual residential property with expansion and/or 
  refurbishment potential for early profit; 
  *  acquisition of high end value individual residential land and development for 
  the generation of later and greater profit; 
  *  future retention of its own completed and let commercial developments as held 
  investments for medium and/or long term quality revenue generation; 
  *  subject to tenant covenant status, future acquisition of existing completed and 
  let property as an active investor for long term quality revenue generation; 
  *  future acquisition of a compatible property company for potential expansion; and 
  *  future corporate investment for passive or active gain. 
 
 
 
There is no limit on the number of projects in which the Company may invest. The 
Continuing Directors are currently reviewing potential investment and 
acquisition opportunities in line with the Company's New Investing Policy. The 
Company intends to be both a short-term and a long-term investor and the 
Continuing Directors will place no minimum or maximum limit on the length of 
time that any investment may be held. 
 
 
At the same time the Company will maintain low office and personnel overheads to 
achieve significantly reduced fixed annual costs compared with previous levels. 
Admission to AIM will be retained to facilitate future fund raising options 
whilst maintaining an exit route for shareholders. 
 
 
The Continuing Directors intend that commercial property endeavours will be 
related to high grade tenant covenant. Residential endeavours will be active 
developments for short-term gain from sales of completed properties prior to 
certified habitation.Commercial investments will be a mixture of short term 
sales of pre-let property with high grade tenant covenant and long term pre-let 
investment potential according to magnitude and funding. It is envisaged that 
initially there will be a relatively small number of development investments 
due, inter alia, to financial limitations, but over time the intention will be 
to broaden the scope and to increase the volume. Whilst the Company is expected 
to enjoy early revenue from the property agency business it will be exposed to 
some extent in the short-term to the success or otherwise of one or two initial 
development projects. 
 
Subject to the availability of advantageous bank or other sources of funding, 
the Continuing Directors propose that the Company be geared up to 75% ie. 
borrowings will not normally exceed three times its equity investment depending 
on the type of property and the covenant status of the tenant in the case of 
commercial property. 
 
 
Shareholders should note that the consideration for any acquisition or 
investment, including any debt element of the consideration, will be subject to 
compliance with the AIM Rules. Should any of the provisions of AIM Rule 14 be 
met, then this may result in the Company having to treat the transaction as a 
reverse take-over necessitating shareholder approval and a re-application to 
trading on AIM. 
 
 
As an investing company, the Company will be required to implement its 
Investment Policy within 12 months of the First GM, or otherwise make an 
acquisition or acquisitions which constitute a reverse takeover under the AIM 
Rules, failing which the Company's Shares would then be suspended from trading 
on AIM. If the Company's Investing Policy has not been implemented on or before 
30 January 2011, the admission to trading on AIM of the Company's Shares would 
be cancelled and the Continuing Directors would convene a General Meeting of the 
Shareholders to consider whether to continue seeking investment opportunities or 
to wind up the Company and distribute any surplus cash back to Shareholders. In 
making the assessment of whether or not an investing company has substantially 
implemented its investing policy, this is normally considered to mean that the 
investing company has invested a substantial portion (usually at least 50 per 
cent) of all funds available to it, including funds available through agreed 
debt facilities, in accordance with its investing policy. 
 
 
The Continuing Directors have already received a satisfactory initial "Letter of 
Intent" from a major UK Bank for a secured debt funding facility of up to the 
initial planned level of GBP2 million. This is subject to reasonable financial 
and other normal terms such as, inter alia, the agreed viability of each 
property project. 
 
 
It is the intention of the Continuing Directors to target the restoration of 
share value in the medium and long term to a level which properly represents the 
potential value of the Company.  Once the financial market conditions are more 
favourable, the Company will contemplate raising further equity funding from the 
capital .markets whether through a rights issue, placing of shares, or 
otherwise. 
 
 
 
 
Enquiries: 
+-------------------------------------+-------------------------------------+ 
| DawMed Systems Plc                  |                   Tel: 01608 682244 | 
| Kevin M Gilmore, Executive Chairman |                   Mob: 07785 396666 | 
+-------------------------------------+-------------------------------------+ 
|                                     |                                     | 
+-------------------------------------+-------------------------------------+ 
| Beaumont Cornish Limited            |                  Tel: 020 7628 3396 | 
| Roland Cornish                      |                                     | 
+-------------------------------------+-------------------------------------+ 
|                                     |                                     | 
+-------------------------------------+-------------------------------------+ 
| Bishopsgate Communications Limited  |                  Tel: 020 7562 3350 | 
| Maxine Barnes                       |                                     | 
+-------------------------------------+-------------------------------------+ 
|                                     |                                     | 
+-------------------------------------+-------------------------------------+ 
| For further information about the Company's business please visit         | 
| www.dawmed.com                                                            | 
|                                                                           | 
+-------------------------------------+-------------------------------------+ 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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