Notice of Court Meeting and General Meeting
29 10월 2010 - 3:00PM
UK Regulatory
TIDMPROV
RNS Number : 2138V
Proventec PLC
29 October 2010
+-------------------------------+-------------------------------+
| Press Release | 29 October 2010 |
+-------------------------------+-------------------------------+
Proventec plc
("Proventec" or the "Company")
Proposed Scheme of Arrangement and further update regarding suspension
Notice of Court Meeting and General Meeting
Further to the Company's announcements on 8 July and 6 September 2010, the board
of Proventec plc (AIM: PROV, Alternext: ALPTC) is pleased to announce that,
following an order of the Court given on 22 October 2010 in relation to the
proposed Scheme of Arrangement, the Company is to seek approval for the Scheme
at a court ordered meeting of the Note Holders ("Court Meeting") convened for 10
a.m. on 23 November 2010. The Company is also convening a general meeting
("General Meeting") of Shareholders (to seek approval for the allotment of the
New Ordinary Shares necessary to implement the Scheme) for 10.30 a.m. on 23
November 2010. Both the General Meeting and the Court Meeting will take place
at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London
EC2Y 9AH.
A circular to the Note Holders (including notice of the Court Meeting) is being
made available to Euroclear, with the request that Euroclear distributes a copy
to any Note Holder who requests one. A circular including notice of the General
Meeting is being posted to Shareholders today. Both of the above mentioned
circulars (including, in the case of the circular to the Note Holders, the
notice of the Court Meeting) are available from the investors' section of
Proventec's website (accessible at both www.proventecplc.com and
www.proventec.co.uk) in accordance with Rule 26 of the AIM Rules for Companies
and the terms of the Loan Note Instrument. In addition, the Company will send
an electronic mail (to each of the Note Holders which has provided the Company
with an email address for that purpose) stating that the notice of Court Meeting
is available on Proventec's website.
It is expected that trading in the Company's securities on AIM (and on
Alternext) will remain suspended until the Scheme of Arrangement becomes
effective, which is currently expected to be in early December 2010.
- Ends -
For further information, please contact:
+-----------------------------------+--------------------------+
| Proventec plc | |
+-----------------------------------+--------------------------+
| David Chestnutt, Chief Executive | Tel: + 44 (0) 151 706 |
| | 0626 |
+-----------------------------------+--------------------------+
| dchestnutt@proventecplc.com | www.proventecplc.com |
+-----------------------------------+--------------------------+
+-----------------------------------+--------------------------+
| Seymour Pierce Limited |
+--------------------------------------------------------------+
| Nicola Marrin | Tel: + 44 (0) 20 7107 |
| | 8047 |
+-----------------------------------+--------------------------+
| Corporate Finance | www.seymourpierce.com |
+-----------------------------------+--------------------------+
Media enquiries:
+-----------------------------------+---------------------------+
| Abchurch Communications | |
+-----------------------------------+---------------------------+
| Henry Harrison-Topham / Simone | Tel: +44 (0) 20 7398 7728 |
| Elviss | |
+-----------------------------------+---------------------------+
| simone.elviss@abchurch-group.com | www.abchurch-group.com |
+-----------------------------------+---------------------------+
Notes to editors:
Proventec manages a complementary portfolio of integrated businesses that
specialise in hygienic solutions. Headquartered in Liverpool, UK, the Company
operates in global markets, pioneering developments within the healthcare, food
manufacturing, hospitality industries, transportation, construction, and other
sectors. Companies in Proventec's portfolio include:
+-----------------+----------------------------------+-----------+
| Company | Business area | Employees |
| | | |
+-----------------+----------------------------------+-----------+
| OspreyDeepClean | The world's leading provider of | 34 |
| | low pressure, chemical-free, | |
| | specialist dry saturated steam | |
| | cleaning technology. | |
| | | |
+-----------------+----------------------------------+-----------+
| Contico | Provider of general cleaning | 45 |
| Manufacturing | products and janitorial | |
| | equipment and supplies. | |
| | | |
+-----------------+----------------------------------+-----------+
| Frank | Manufacturer and distributer of | 22 |
| | automated cleaning systems and | |
| | products including portable high | |
| | pressure washers, self-service | |
| | vehicle wash stations and dry | |
| | steamers. | |
| | | |
+-----------------+----------------------------------+-----------+
Proventec Healthcare provides innovative solutions for infection control and
effective cleaning in the healthcare sector. The Company's specialist steam
cleaning technology has been successfully proven in clinical trials with
University College London Hospitals to rid all areas and combat the spread of
micro-organisms, including 'superbugs' such as MRSA and Clostridium difficile.
The Company, which employs a team of five, has developed specialist, patented
tooling, which has been designed to be used within hospitals on a daily basis
and enable the user to clean difficult to reach areas including mattresses, bed
frames and curtains without the use of antimicrobial chemicals that may
contribute to microbial resistance.
The Company joined the AIM Market in June 2002 and was dual listed on Alternext
in May 2008. For further information please visit www.proventecplc.com
Definitions:
+------------------------+--------------------------------------+
| "AIM" | a market operated by the London |
| | Stock Exchange |
| | |
+------------------------+--------------------------------------+
| "Alternext" | the NYSE Alternext stock market |
| | regulated by Euronext |
| | |
+------------------------+--------------------------------------+
| "Court" | the High Court of Justice, Chancery |
| | Division (Companies Court) in |
| | England and Wales |
| | |
+------------------------+--------------------------------------+
| "Euronext" | Euronext N.V. |
| | |
+------------------------+--------------------------------------+
| "Loan Notes" | the existing GBP14,880,210 8.5% |
| | fixed rate convertible unsecured |
| | loan notes 2012, constituted by the |
| | Loan Note Instrument |
| | |
+------------------------+--------------------------------------+
| "Loan Note Instrument" | the loan note instrument (dated 24 |
| | August 2005 and as subsequently |
| | amended and restated) governing the |
| | terms of the Loan Notes up to the |
| | Scheme Effective Date |
| | |
+------------------------+--------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+------------------------+--------------------------------------+
| "Note Holders" | the holders of the Loan Notes (and |
| | "Note Holder" shall be construed |
| | accordingly) |
| | |
+------------------------+--------------------------------------+
| "New Ordinary Shares" | the new Ordinary Shares of ten pence |
| | each in the capital of the Company |
| | to be allotted and issued to the |
| | Note Holders in accordance with the |
| | Scheme |
| | |
+------------------------+--------------------------------------+
| "Ordinary Shares" or | ordinary shares of ten pence each in |
| "Shares" | the capital of the Company (and |
| | "Ordinary Share" shall be construed |
| | accordingly) |
| | |
+------------------------+--------------------------------------+
| "Scheme" or "Scheme of | the proposed scheme of arrangement |
| Arrangement" | under Part 26 of the Companies Act |
| | 2006 between the Company and the |
| | Note Holders, with or subject to any |
| | modification, addition or condition |
| | approved or imposed by the Court |
| | |
+------------------------+--------------------------------------+
| "Scheme Effective | the date on which the Scheme becomes |
| Date" | effective in accordance with its |
| | terms |
| | |
+------------------------+--------------------------------------+
| "Shareholders" | holders of Ordinary Shares (and |
| | "Shareholder" shall be construed |
| | accordingly) |
+------------------------+--------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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