TIDMSTEC
RNS Number : 9846S
Shieldtech PLC
29 May 2009
29 May 2009
Shieldtech plc (the "Company" or the "Group")
Restoration of trading
Proposed Fundraising
Notice of Annual General Meeting
Shieldtech plc, a specialist provider of products and services to the Homeland
Security market, is pleased to announce that the suspension of trading of its
Ordinary Shares on the AIM market, which commenced on 1 January 2009, has been
lifted with effect from 7.30 a.m. on 29 May 2008.
* Restoration of trading following publication of Report & Accounts for the year
ended 30 June 2008
Under the AIM Rules, a company that does not publish its Report and Accounts
within 6 months of the year end has its shares automatically suspended. The
Company requested a suspension on 31 December 2008 because the Directors were
not able to sign-off on the Company's Report and Accounts for the year ended 30
June 2008 until the completion of a re-financing.
* Injection of GBP1.1m subject to shareholder approval
During the period of suspension, the Board has negotiated and secured the
injection of additional finance of GBP1.1 million, to be provided by way of Loan
Notes, into the business. This financing is conditional on shareholder approval
to be sought at the annual general meeting of the Company. Further information
on the financing is set out below, together with the notice of the Annual
General Meeting of the Company to be held at 11.00 on 22 June 2009 at the
offices of Seymour Pierce, 20 Old Bailey, London EC4M 7EN.
* Notice of AGM
Announcements of the Group's annual results to 30 June 2008 and its interim
results for the six months to 31 December 2008 preceded this announcement. The
annual results have today been posted to shareholders together with a circular
giving further details on the financing which also includes the notice of the
Annual General Meeting. The annual results, the interim results and the circular
are all available on the Company's website: www.shieldtechplc.com.
Tim Wightman, Chairman, commented :
"We are delighted to be in a position to announce the restoration of trading in
Shieldtech's shares. With a more secure financial base, Shieldtech will be able
to capitalise on some exciting opportunities through innovation in our product
range and our strengthened international sales network. We have laid the
groundwork, internally and with key suppliers, to be ready to present new,
innovative, cost effective solutions, to existing customers and to new prospects
in the UK and overseas."
For more information please contact:
+-------------------------------------------+----------------------------+
| Shieldtech plc | Tel: +44 (0) 1925 840048 |
| Tony O'Neill, Chief Executive Officer | |
| Robert Denton, Group Finance Director | |
| | |
+-------------------------------------------+----------------------------+
| Seymour Pierce | Tel: +44 (0) 20 7107 8000 |
| Nicola Marrin/Mark Percy | |
+-------------------------------------------+----------------------------+
| Buchanan Communications | Tel: +44 (0) 20 7466 5000 |
| Tim Anderson / Isabel Podda / Ben Romney | |
| | |
+-------------------------------------------+----------------------------+
Please also note that the Company's postcode has been changed and so the
registered office of the Company is now:
5 Chesford Grange, Woolston, Warrington, Cheshire WA1 4RQ
Capitalised terms used in this announcement are defined at the end of this
announcement.
Further details on the Financing
The information below is extracted from the circular which has been sent to
shareholders which is available on the Company's website.
INTRODUCTION
The Board announced today that Shieldtech proposes to raise GBP1.1 million,
before expenses, by the issue of Loan Notes. It also proposes to issue Warrants
to subscribe for 20,625,000 Ordinary Shares at an exercise price of 6 pence per
Ordinary Share. As described below, the issue of the Loan Notes and of the
Warrants is conditional on, inter alia, Shareholder approval at the Annual
General Meeting convened for 11.00am on 22 June 2009. The purpose of this
document is to provide you with information on the Investment and further
details are set out in paragraph 6 of this letter.
BACKGROUND
In the Report and Accounts for the year ended 30 June 2008, which accompany this
letter, I reported on the disappointing results for the year and the Operating
Loss of GBP0.7 million before amortisation of intangible fixed assets, share
based payments and the charge for the impairment of goodwill. This was the
Group's first financial year following admission to AIM in July 2007. The
business we acquired at admission suffered in the first half of that period from
weak demand in the UK. Activity levels generally across our market sector were
slower than expected owing to the introduction of new ballistic protection
standards by the HOSDB. While we had anticipated some disruption in demand in
the Admission Document, the publication of the new standards was delayed and
subsequent testing by police forces of garments made to the new standards was
more prolonged than we had expected. The Board believes that consequently UK
police forces deferred placing orders. We were pleased to win a major contract
to supply an overseas defence customer.
In the Interim Results for the six months ended 31 December 2008, which also
accompany this letter, I am pleased to report an improved trading performance.
Sales at just over GBP5 million were approximately 105% higher than in the
corresponding period to 31 December 2007. The Operating Profit of GBP0.2 million
before amortisation of intangible fixed assets and share based payments compared
to the Operating Loss in the corresponding period of GBP0.6 million before
amortisation of intangible fixed assets and share based payments.
During that six month period we concentrated on developing new products which
address customers' concerns for the comfort and wearability of body armour
systems; and designed a new range of products which addresses such issues as
thermal conductivity and user perceptions of temperature and humidity. These new
products have the potential to meet the requirements of opportunities globally,
not just in the UK. Much of this development has been validated scientifically
in conjunction with a leading UK university under a knowledge transfer
partnership program. In parallel we continue to expand our range of ballistic,
knife and spike protection panels and Aegis now has nineteen product
accreditations to the 2007 HOSDB standard.
We have also strengthened our export sales structure and a network of agents and
distributors is being developed, mainly across Europe and the Middle East, where
markets offer the potential of substantial contracts, the requirements of which
are met by our new products. In February 2009 Aegis achieved accreditation
status with the United Nations and is now qualified to participate in certain
tenders conducted under UN auspices.
Current trading and prospects are covered in paragraph 4 of this letter.
REASONS FOR THE PROPOSALS
In May 2008, the Bank reduced the Group's overdraft facility in response to the
losses made to that date and indicated its requirement for additional finance to
be injected into the business in order to ensure the Bank's continued support.
Since then the Group has returned to a profitable level of trading, has managed
its financial affairs robustly, particularly as regards working capital, and has
operated within the reduced overdraft facility. The Company has been engaged for
some months in discussions with the Bank and other parties concerning an
injection of additional finance into the business. Throughout this period the
Bank has continued to provide working capital support to enable the discussions
to be completed.
The proposed issue of Loan Notes will further improve the Company's financial
position and provide, with the Bank's ongoing support, the working capital
required by the Group. The Bank has offered, conditional upon, among other
things, completion of the Investment, to provide new banking facilities to the
Group. Without the additional funding from the Investment, the Board believes
the Bank could withdraw its support which could, in the absence of alternative
funding being secured, put the continuity of the business in jeopardy.
Against this background, the Board is pleased to announce the Investment which
they believe will improve the financial position of the Company and should
enable the Board to continue to develop the business and thereby safeguard and
increase Shareholder value in the medium to long term.
CURRENT TRADING AND PROSPECTS
We have maintained the progress in terms of sales revenue that we achieved in
the first half of the financial year. The Board expects an improved trading
performance in the year to June 2009. The euro:GBP exchange rate has a major
impact on our material costs, however, as we believe it does for our competitors
in the UK market and this has affected gross margins adversely. In response we
have increased our selling prices as well as maintaining a tight control on
overhead costs to assist profitability.
It is expected that the contract for the supply of certain body armour systems
for the Metropolitan Police will be put out to tender this autumn. Aegis is one
of four companies qualified to participate in pre-tender discussions during
which new products have been developed for review. The results of this tender
may have an influence on the procurement strategies of other UK police forces,
which will have the option of purchasing under the Metropolitan Police framework
agreement or may choose to continue with their own framework agreements and
contracts. Aegis is monitoring the situation carefully and expects to have
products available to meet both eventualities.
With a more secure financial base, the Board is confident that the Group will be
able to capitalise on some exciting opportunities. We have laid the groundwork,
internally and with key suppliers, to be ready to present new, innovative, cost
effective solutions, to existing customers and to new prospects in the UK and
overseas.
THE INVESTORS
The background to the Investors is as follows:
* Bruce Gordon - From 2001 to 2008 he was a senior partner of Deloitte LLP
responsible for the southern region. His clients included a number of FTSE100
and FTSE350 companies. He was a member of the UK board of partners and served on
various board committees. Prior to joining Deloitte in 2001 he was the UK
regional managing partner at Arthur Andersen. He is the founder of Thames Valley
Capital Limited, a company which advises venture capital funds.
* Steven Jenkins - He was a founder and major shareholder of Aegis and a member of
its senior management team from 1990 until he sold part of his shareholding to
other members of the Aegis management team and retired from the management in
2004. He sold his remaining shares to Shieldtech at the time of the Admission.
He is currently a 9.3% shareholder in Shieldtech.
* Derek James - is a private individual.
DETAILS OF THE INVESTMENT
Loan Notes
It is proposed that the Company enter into the Loan Note Instrument to create
GBP1,100,000 8% fixed rate secured loan notes 2011 and that these be issued to
the Investors in the following proportions:
+--------------------------------+--------------------------------+
| Investor | Number of Loan Notes to be |
| | issued |
+--------------------------------+--------------------------------+
| Bruce Gordon | 800,000 |
+--------------------------------+--------------------------------+
| Steven Jenkins | 200,000 |
+--------------------------------+--------------------------------+
| Derek James | 100,000 |
+--------------------------------+--------------------------------+
The Loan Notes will be secured by debentures granted by each Group Company and
guarantees and indemnities granted by the Subsidiaries. The Loan Notes and the
Loan Note Security are subject to the terms of the Intercreditor Agreement and
the Loan Notes are subordinated to the Bank.
The Loan Notes contain a right to appoint a director. It is proposed that on
completion of the Investment Pommy Sarwal will be appointed as Director.
Pommy Sarwal (aged 58) is a non executive member of the Boards of The Port of
London Authority, British Waterways Limited, Infrastructure India plc, Christie
Group plc, The Money Portal Limited and Hyde Housing Association. He is Chair of
the Audit Committees of The Port of London Authority, The Money Portal Limited
and Chatham Historic Dockyard. Previously he was from 2002 - 2006 Corporate
Finance Partner at Deloitte & Touche; from 1998 - 2002 Head of the
Infrastructure and Utilities industry team at Andersen Corporate Finance; and
from 1987 - 1998 he was Corporate Finance partner at Binder Hamlyn and lead
client service partner for a number of its publicly listed and large privately
held corporate clients.
A summary of the principal terms of the Loan Note Instrument is set out in
paragraph 1 of Part 2 of this circular.
Warrants
It is proposed that the Company issue 20,625,000 Warrants to subscribe for
Ordinary Shares of the Company to the Investors in the following proportions:
+--------------------------------+--------------------------------+
| Investor | Number of Warrants to be |
| | issued |
+--------------------------------+--------------------------------+
| Bruce Gordon | 15,000,000 |
+--------------------------------+--------------------------------+
| Steven Jenkins | 3,750,000 |
+--------------------------------+--------------------------------+
| Derek James | 1,875,000 |
+--------------------------------+--------------------------------+
If the Loan Notes are redeemed in their entirety prior to the date falling 6
months from the date of issue of the Warrants then 1 out of every 5 Warrants
held by each Investor shall automatically be cancelled.
The Warrants have an exercise price of 6p (subject to certain adjustments) and
are exercisable in whole or in part, at any time following the date falling 6
months from the date of issue of the Warrants. The Warrants will lapse to the
extent not exercised by the fifth anniversary of the date of issue.
In the event of the full exercise of the Warrants the new Ordinary Shares
thereby created would represent 28.1% of the Company's enlarged share capital.
A summary of the principal terms of the Warrants is set out in paragraph 2 of
Part 2 of this circular.
details of the refinancing
Conditional upon, among other things, completion of the Investment, the Bank has
offered to provide Bank Facilities comprising:
a GBP250,000 sterling net Overdraft Facility; and
a GBP900,000 LIBOR Term Loan Facility.
The Bank Facilities will be secured by debentures granted by each Group Company
and a composite guarantee to be entered into by each Group Company.
The Bank Facilities and the Bank Security are subject to the terms of the
Intercreditor Agreement and are ranked ahead of the Loan Notes and the Loan Note
Security.
COMPLETION
It is anticipated that, subject to the passing of the resolutions, completion of
the Investment and Refinancing will take place on 24 June 2009.
RECOMMENDATION
The Board considers the terms of the Investment and the other proposals
contained within this circular to be in the best interests of the Company and
its Shareholders as a whole and accordingly recommends that you vote in favour
of the resolutions at the AGM. The Company has received undertakings from all
the Directors, except Adrian Bradshaw, to vote their own beneficial holdings
amounting to 808,461 Ordinary Shares in favour of the resolutions, which
represent approximately 1.5% of the Ordinary Shares. The Company has received
undertakings in respect of an additional 21,056,104 Ordinary Shares amounting to
39.9% of the Ordinary Shares to vote in favour of the resolutions.
NOTICE OF ANNUAL GENERAL MEETING
This year's annual general meeting will be held at 11.00am on 22 June 2009 at
the offices of Seymour Pierce, 20 Old Bailey, London EC4M 7EN. You will be asked
to consider and pass the resolutions below.
Ordinary Business
To consider and if thought fit pass resolutions 1 to 4 (inclusive) as ordinary
resolutions and resolution 5 as a special resolution.
1. To receive and consider the Directors' Report and Accounts for the year
ended 30 June 2008.
2. THAT, subject to and conditional upon the passing of resolution 6, Pommy
Sarwal be appointed as a Director of the Company in accordance with the
Company's articles of association with effect from completion of the Investment
(as defined in Resolution 6 below).
3. To re-appoint Grant Thornton UK LLP as auditors of the Company to hold
office from the conclusion of the meeting until the conclusion of the next
general meeting of the Company at which Report and Accounts are laid and to
authorise the Directors to determine their remuneration.
4. THAT the Directors be generally and unconditionally authorised to exercise
all the powers of the Company to allot relevant securities (as defined in
section 80 of the Companies Act 1985 (the "Act")) up to an aggregate nominal
amount of GBP449,466.81 provided that this authority shall expire on the date
immediately preceding the fifth anniversary of the date of the passing of this
resolution, except that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after
such expiry and the Directors may allot relevant securities in pursuance of any
such offer or agreement as if the authority conferred by this resolution had not
expired and that this authority shall be in substitution for all previous
authorities conferred upon the Directors pursuant to section 80 of the Act but
without prejudice to the allotment of any relevant securities already made or to
be made pursuant to such authorities.
5. THAT, subject to and conditional upon the passing of resolution 4, the
Directors be and hereby empowered, pursuant to the authority conferred upon them
by the passing of resolution 4 above, to allot equity securities (as defined in
section 94 of the Act) for cash as if the section 89(1) of the Act did not apply
to any such allotment provide that this power shall be limited to:
5.1 the issue of 20,625,000 Warrants to subscribe for Ordinary Shares to Bruce
Gordon, Steven Jenkins and Derek James in accordance with the terms of the
Warrants as summarised in Part 2 of the circular to Shareholders accompanying
this document (the "Circular") a copy of which is produced to the meeting and
initialled by the Chairman for the purposes of identification only;
5.2 the allotment (otherwise than pursuant to sub-paragraph 5.1) of equity
securities in connection with a rights issue or other pro rata offer in favour
of holders of Ordinary Shares in the capital of the Company where the equity
securities respectively attributable to the interest of all the Ordinary
Shareholders are proportionate (as nearly as may be) to the respective numbers
of equity securities held by them subject in each case to such exclusions or
other arrangements as the Directors may consider necessary or expedient to deal
with fractional entitlements or legal difficulties under the laws of any
territory or the requirements of a regulatory body;
5.3 the allotment (otherwise than pursuant to sub-paragraphs 5.1 and 5.2 above)
of equity securities up to an aggregate nominal amount of GBP52,788.22,
and shall expire on the date immediately preceding the fifth anniversary of the
date of the passing of this resolution except that the Company may before such
expiry make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the Directors may allot equity securities
in pursuance of such offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of such offer or agreement as if the power conferred by
this resolution had not expired.
Special Business
To consider and if thought fit pass resolution 6 as an ordinary resolution and
resolution 7 as a special resolution.
6. THAT, subject to and conditional upon the passing of resolutions 4 and 5,
the issue of GBP1,100,000 8% fixed rate secured loan notes 2011 and 20,625,000
Warrants in accordance with the terms of the Loan Note Instrument and Warrants
(the "Investment") as summarised in Part 2 of the circular (a copy of which is
produced to the meeting and initialled by the Chairman for the purposes of
identification only) be and it is hereby approved and that the Directors be and
they are hereby authorised to enter into and complete the Investment, subject to
such immaterial modifications as the Directors may deem appropriate, and to
execute, sign and do all such other documents, deeds, acts and things as may be
necessary or desirable to complete the Investment.
7. THAT the articles of association produced to the meeting and initialled by
the Chairman of meeting for the purpose of identification only be adopted as the
articles of association of the Company in substitution for, and to the exclusion
of, the existing articles of association.
29 May 2009
By order of the Board
Robert William Denton
Company Secretary
Registered Office:
5 Chesford Grange
Woolston
Warrington
Cheshire
WA1 4RQ
Registered in England and Wales No. 1423125
Notes
1. Shareholders are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at the meeting. A
Shareholder may appoint more than one proxy in relation to the AGM provided that
each proxy is appointed to exercise the rights attached to a different share or
shares held by that Shareholder. A proxy need not be a Shareholder of the
Company. A proxy form which may be used to make such appointment and give proxy
instructions accompanies this notice.
2. To be valid any proxy form or other instrument appointing a proxy must be
received by post or (during normal business hours only) by hand at Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU no later than
not less than 48 hours before the time for holding the meeting.
3. The return of a completed proxy form, other such instrument or any CREST Proxy
Instruction (as described in paragraph 9 below) will not prevent a Shareholder
attending the Annual General Meeting and voting in person if he/she wishes to do
so.
4. In accordance with Regulation 41 of the Uncertificated Securities Act 2001 to be
entitled to attend and vote at the Annual General Meeting (and for the purpose
of the determination by the Company of the votes they may cast), Shareholders
must be registered in the Register of Members of the Company at 6.00pm on 20
June 2009 (or, in the event of any adjournment, 6.00pm on the date which is two
days before the time of the adjourned meeting). Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the meeting.
5. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures described
in the CREST Manual. CREST Personal Members or other CREST sponsored members,
and those CREST members who have appointed a service provider(s), should refer
to their CREST sponsor or voting service provider(s), who will be able to take
the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK & Ireland Limited's
specifications, and must contain the information required for such instruction,
as described in the CREST Manual. The message, regardless of whether it
constitutes the appointment of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in order to be valid, be transmitted
so as to be received by the issuer's agent (ID RA10) by 11.00am on 20 June 2009.
For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Application
Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the
appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service
providers should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal member, or sponsored member,
or has appointed a voting service provider, to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
8. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
9. In order to facilitate voting by corporate representatives at the meeting,
arrangements will be put in place at the meeting so that (i) if a corporate
shareholder has appointed the Chairman of the meeting as its corporate
representative with instructions to vote on a poll in accordance with the
directions of all of the other corporate representatives for that shareholder at
the meeting, then on a poll those corporate representatives will give voting
directions to the Chairman and the Chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and (ii) if more
than one corporate representative for the same corporate shareholder attends the
meeting but the corporate shareholder has not appointed the Chairman of the
meeting as its corporate representative, a designated corporate representative
will be nominated, from those corporate representatives who attend, who will
vote on a poll and the other corporate representatives will give voting
directions to that designated corporate representative. Corporate shareholders
are referred to the guidance issued by the Institute of Chartered Secretaries
and Administrators on proxies and corporate representatives (www.icsa.org.uk)
for further details of this procedure. The guidance includes a sample form of
representation letter if the Chairman is being appointed as described in (i)
above.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
+--------------------------------------+--------------------------------------+
| "Admission Document" | the admission document issued by the |
| | Company on 19 June 2007; |
+--------------------------------------+--------------------------------------+
| "Aegis" | Aegis Engineering Limited; |
+--------------------------------------+--------------------------------------+
| "AIM" | the AIM operated by the London Stock |
| | Exchange; |
+--------------------------------------+--------------------------------------+
| "AGM" or Annual General Meeting" | the annual general meeting of the |
| | Company convened at 11.00am on 22 |
| | June 2009 at the offices of Seymour |
| | Pierce, 20 Old Bailey, London EC4M |
| | 7EN; |
+--------------------------------------+--------------------------------------+
| "Bank" or "HSBC" | HSBC Bank plc; |
+--------------------------------------+--------------------------------------+
| "Bank Debenture" | the debentures to be granted in |
| | favour of the Bank by each member of |
| | the Group as security for the |
| | performance of the Company's |
| | obligations under the Bank |
| | Facilities; |
+--------------------------------------+--------------------------------------+
| "Bank Guarantee" | the composite guarantee to be |
| | entered into in favour of the Bank |
| | by the Group as security for the |
| | performance of the Company's |
| | obligations under the Bank |
| | Facilities; |
+--------------------------------------+--------------------------------------+
| "Bank Facilities" | the Overdraft Facility and the Term |
| | Loan Facility; |
+--------------------------------------+--------------------------------------+
| "Bank Security" | the Bank Debentures and the Bank |
| | Guarantee; |
+--------------------------------------+--------------------------------------+
| "Board" | the board of directors of the |
| | Company; |
+--------------------------------------+--------------------------------------+
| "Company" or "Shieldtech" | Shieldtech Plc; |
+--------------------------------------+--------------------------------------+
| "Directors" | the directors of the Company, whose |
| | names are set out on in the |
| | circular; |
+--------------------------------------+--------------------------------------+
| "Existing Articles" | the articles of association of the |
| | Company as at the date of this |
| | circular; |
+--------------------------------------+--------------------------------------+
| "Form of Proxy" | the form of proxy enclosed with this |
| | circular for use in connection with |
| | the AGM; |
+--------------------------------------+--------------------------------------+
| "Group" | the Company and the Subsidiaries and |
| | "Group Company" shall mean any of |
| | them; |
+--------------------------------------+--------------------------------------+
| "HOSDB" | Home Office Scientific Development |
| | Branch; |
+--------------------------------------+--------------------------------------+
| "Intercreditor Agreement" | the Intercreditor agreement to be |
| | entered into between (1) the Bank; |
| | (2) the Investors; and (3) the |
| | Group; |
+--------------------------------------+--------------------------------------+
| "Investment" | the subscription for the Loan Notes |
| | and Warrants by the Investors; |
+--------------------------------------+--------------------------------------+
| "Investors" | Bruce Gordon, Steven Jenkins and |
| "Lead Noteholder" | Derek James and "Investor" shall |
| | mean any of them; |
| | Bruce Gordon or such other person as |
| | holds more than 50% in nominal value |
| | of the Loan Notes originally held by |
| | Bruce Gordon as are then |
| | outstanding; |
+--------------------------------------+--------------------------------------+
| "Loan Note Debentures" | the debentures to be granted in |
| | favour of the holders of the Loan |
| | Notes by each of the Group Companies |
| | as security for the performance of |
| | the Company's obligations under the |
| | Loan Notes; |
+--------------------------------------+--------------------------------------+
| "Loan Note Guarantees" | the guarantees and indemnities to be |
| | granted in favour of the holders of |
| | the Loan Notes by each of the |
| | Subsidiaries as security for the |
| | performance of the Company's |
| | obligations under the Loan Notes; |
+--------------------------------------+--------------------------------------+
| "Loan Note Instrument" | the instrument constituting up to |
| | GBP1,100,000 8% fixed rate secured |
| | loan notes 2011 details of which are |
| | set out in paragraph 1 of Part 2 of |
| | this circular; |
+--------------------------------------+--------------------------------------+
| "Loan Notes" | the loan notes to be issued pursuant |
| | to the Loan Note Instrument; |
+--------------------------------------+--------------------------------------+
| "Loan Note Security" | the Loan Note Guarantees and the |
| | Loan Note Debentures; |
+--------------------------------------+--------------------------------------+
| "New Articles" | has the meaning set out in paragraph |
| | 5 of Part 3 of this circular; |
+--------------------------------------+--------------------------------------+
| "Ordinary Shares" | the 52,788,223 ordinary shares in |
| | the capital of the Company, having a |
| | nominal value of 1p each; |
+--------------------------------------+--------------------------------------+
| "Overdraft Facility" | the GBP250,000 sterling net |
| | overdraft facility to be entered |
| | into between (1) HSBC; and (2) the |
| | Group; |
+--------------------------------------+--------------------------------------+
| "Refinancing" | the refinancing of the Group's |
| | existing banking facilities with the |
| | Bank details of which are set out in |
| | paragraph 7 of Part 1 of this |
| | circular; |
+--------------------------------------+--------------------------------------+
| "Registrar" | Capita Registrars, The Registry, 34 |
| | Beckenham Road, Beckenham, BR3 4TU; |
+--------------------------------------+--------------------------------------+
| "Subsidiaries" | Aegis and Aegis Engineering Holdings |
| | Limited and "Subsidiary" shall mean |
| | any of them; |
+--------------------------------------+--------------------------------------+
| "Subsidiary", "Subsidiary | have the meanings respectively |
| Undertaking", "Associated | ascribed to them in the Companies |
| Undertaking" and "Undertaking" | Act 2006; |
+--------------------------------------+--------------------------------------+
| "Term Loan Facility" | the GBP900,000 LIBOR term loan |
| | facility to be entered into between |
| | (1) HSBC; and (2) the Group; and |
+--------------------------------------+--------------------------------------+
| "Warrants" | the Warrants to subscribe for |
| | Ordinary Shares, to be issued by the |
| | Company to the Investors details of |
| | which are set out in paragraph 2 of |
| | Part 2 of this circular. |
+--------------------------------------+--------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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