Acquisition
22 12월 2009 - 1:39AM
UK Regulatory
TIDMSTBR
RNS Number : 4588E
Southern Bear PLC
21 December 2009
21 December 2009
Southern Bear Plc
("Southern Bear" or the "Company")
Completion of Acquisition by Southern Bear of Intumescent Protective Coatings
Limited ("IPCL") and Related Fundraising
Following the announcement made on 18 December 2009, the Board of Southern Bear
is pleased to announce that in respect of the acquisition of Intumescent
Protective Coatings Limited and the related fundraising, the Company has now
satisfied the outstanding conditions through the issue of GBP2.68m unsecured
convertible loan notes.
The Company announced on 18 December 2009 that it intended to fund the initial
cash consideration for the acquisition, being GBP2.92 million, in part through
the raising of funds through the placing of ordinary shares and the remainder
out of the proceeds of an issue of convertible loan notes to existing
shareholders and new investors. The Company has now issued GBP2.68 million of
unsecured convertible loan notes (the "Loan Notes") to certain related parties
and others as detailed in the table below. The Loan Notes can be converted into
ordinary shares, at a price of 1.5p per share, at any time between 30 June 2010
and 31 December 2014 inclusive. The interest rate on the Loan Notes is 8% per
annum, payable half yearly in arrears, and the Loan Notes are unsecured.
The Loan Notes have been issued to the following parties:
+--------------------------+-------------+------------------+----------------+
| Name | Amount | Current Holding* | Potential |
| | being | (%) | Holding if |
| | subscribed | | converted |
| | for (GBP) | | (assuming all |
| | | | parties |
| | | | convert at the |
| | | | same time)** |
| | | | (%) |
+--------------------------+-------------+------------------+----------------+
| | | | |
+--------------------------+-------------+------------------+----------------+
| RBC Trustees (C1) | 1,750,000 | 14.41% | 23.35 |
| Limited (a company | | | |
| controlled by Mr. Nigel | | | |
| Wray) | | | |
+--------------------------+-------------+------------------+----------------+
| Mr. John Pither | 50,000 | 2.17 | 2.11 |
+--------------------------+-------------+------------------+----------------+
| Mr. Steve Hancock | 50,000 | 6.39 | 5.60 |
+--------------------------+-------------+------------------+----------------+
| Mr. Mark Sims | 50,000 | 7.54 | 6.54 |
+--------------------------+-------------+------------------+----------------+
| Mr. Paul Richardson | 50,000 | 5.97 | 5.24 |
+--------------------------+-------------+------------------+----------------+
| Ms. Janet Domin | 50,000 | 5.97 | 5.24 |
+--------------------------+-------------+------------------+----------------+
| Mr. Clive Mattock*** | 100,000 | 3.60 | 3.63 |
+--------------------------+-------------+------------------+----------------+
| MD Barnard & Co Limited | 500,000 | 5.77 | 8.03 |
+--------------------------+-------------+------------------+----------------+
| | | | |
+--------------------------+-------------+------------------+----------------+
| Others | 80,000 | | |
+--------------------------+-------------+------------------+----------------+
| | 2,680,000 | | |
+--------------------------+-------------+------------------+----------------+
Due to Mr. Pither, Mr. Hancock, Mr. Sims and Mr. Richardson being members of the
Southern Bear Board, Janet Domin being a director of Support Services Trading
Limited and Mr. Nigel Wray's current shareholding being greater than 10%, the
subscriptions are classed as related party for the purposes of the AIM Rules for
Companies. Therefore, with the exception of Board members subscribing for Loan
Notes, the independent directors of Southern Bear consider, having consulted
with the Company's nominated adviser, that the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
The initial consideration for the acquisition included GBP0.875 million of
initial consideration shares which have been allotted at a price of 1.25p per
share. As a result of the issue of these shares Mr. Neil Chapman will
hold 42,000,000 shares in the Company, representing an interest of 5.01% in the
Company's issued share capital and Mr. Chris Arnott will hold 28,000,000 shares
in the Company, representing an interest of 3.34% in the Company's issued share
capital.
Further to the announcement of 18 December 2009, following the Admission today
of the Placing and initial consideration shares the Company's issued share
capital will be 838,189,625.
Under the Placing, Astaire Securities has been issued options to subscribe for
2,660,000 Ordinary Shares, exercisable at 1.25p until 21 December 2012.
* denominator used 838,189,625 (includes the initial consideration shares and
placing shares that were admitted to trading today)
** denominator used 1,016,856,292
*** current holding includes GBP100,000 invested as part of the Placing
For further information, please contact:
Southern Bear plc
Steven Hancock - CEO
Tel: +44 (0) 1926 888302
Nominated Adviser:
Grant Thornton Corporate Finance
Gerry Beaney/Adam Suggett
Tel: +44 (0) 20 7383 5100
Broker:
Dowgate Capital Stockbrokers Limited
Neil Badger
Tel: +44 (0)1293 517744
Astaire Securities plc
Katie Shelton
Tel: +44 (0)20 7448 4400
Financial PR:
Bishopsgate Communications
Robyn Samuelson/Siobhra Murphy
Tel: +44 (0) 20 7562 3350
Notes to Editors:
Southern Bear plc is a holding company focused on investments in the support
services sectors of the UK and Europe. The Company's strategy is to acquire
businesses which typically have a turnover of up to GBP10 million and a strong
second tier management. Its shares were originally listed on AIM in 2005.
The Company's operating subsidiaries are Tarvail Limited, Tarvail Design
Limited, Towerinput Limited, Towerinput Distribution Limited, Phoenix Dynamics
Limited, BGC Limited, Fenhams Limited and CFC0084 Limited t/a Ronald Thompson.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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