Not for release, publication or distribution in or into or from Australia,
Canada, Japan, the Republic of South Africa or the United States of America or
any other jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction (each a 'Restricted Jurisdiction').
12 June 2007
Pine Ventures plc
("Pine Ventures" or the "Company")
Placing of 400,000,000 New Shares and Open Offer of up to 592,698,502 New
Shares at 0.1p per share
and
Notice of Extraordinary General Meeting
Summary
* Placing to raise �400,000 (before expenses) and Open Offer to raise up to �
592,699 (before expenses) to improve the attractiveness of the Company to
potential target companies and to fund the due diligence of those companies
(those trading in the software sector in the UK, Europe and North America as
outlined in the Company's investing strategy which was approved by Shareholders
on 6 June 2007).
* Pursuant to the Placing, a total of 400,000,000 New Shares will be issued at
0.1 pence per New Ordinary Share.
This summary should be read in conjunction with, and is subject to, the
accompanying full text of this announcement. The conditions and certain further
terms of the Open Offer are set out in this announcement.
It is expected that the circular to Shareholders and the Application Form will
be dispatched today, other than in relation to a Restricted Jurisdiction.
Enquiries:
Lord Beaverbrook, Chairman 020 7235 3131
Pine Ventures plc
Simon Clements/David Worlidge 020 7628 2200
John East & Partners Limited
Trevor Phillips 020 7929 5599
Holborn Public Relations
If you are in any doubt about the action you should take, you are recommended
to seek your own personal financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial adviser authorised
under the Financial Services and Market Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
This announcement does not constitute, or form any part of, an offer or
invitation to purchase any securities or a solicitation or an offer to buy any
securities, pursuant to the Open Offer or otherwise. The Open Offer will be
made solely by the circular to be sent to Shareholders and the Application
Form, which will contain the full terms and conditions of the Open Offer,
including details of how the Open Offer may be accepted.
The Independent Directors of the Company accept responsibility for the
recommendation and opinions of the Independent Directors relating to the
Proposals contained in this Announcement. The Directors accept responsibility
for all of the other information in this Announcement. The Directors (who have
taken all reasonable care to ensure such is the case) the information contained
in this Announcement for which they are respectively responsible is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
This announcement contains definitions of certain expressions used in this
announcement.
The availability of the Open Offer to Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable legal or regulatory
requirements in their jurisdictions. The Open Offer is not being made, and will
not be made, directly or indirectly, in or into, or by use of mail, or by any
means or instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce, or by any facilities of a national securities
exchange of, Australia, Canada, Japan, the Republic of South Africa or the
United States of America or any other Restricted Jurisdiction and the Open
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within those jurisdictions. Accordingly, copies of this
announcement, the circular to Shareholders, the Application Form and any
related offering documents are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in, into or
from Australia, Canada, Japan, the Republic of South Africa or the United
States of America or any other Restricted Jurisdiction. Custodians, nominees
and trustees should observe these restrictions and should not send or
distribute copies of this announcement, the circular to Shareholders, the
Application Form and any related offering documents in, into or from Australia,
Canada, Japan, the Republic of South Africa or the United States of America.
John East & Partners, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for the Company and
for no-one else in connection with the proposed Placing and Open Offer and
other matters and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of John East & Partners nor for
giving advice in relation to the Placing and Open Offer or any other matter
referred to in this announcement.
Placing of 400,000,000 New Shares at 0.1p per share and
Open Offer of up to 592,698,502 New Shares at 0.1p per share
Introduction
Further to the announcement on 6 June 2007 the Company announces a Placing of
400,000,000 New Shares to raise �400,000 (before expenses) and an Open Offer of
up to 592,698,502 New Shares to raise up to a further �592,698 (before
expenses).
The Placing and Open Offer are being proposed in order to improve the
attractiveness of the Company to potential target companies and to fund the due
diligence of those companies (those trading in the software sector in the UK,
Europe and North America in line with the Company's investing strategy).
The Placing and the Open Offer are conditional, amongst other things on
Shareholder approval of certain Resolutions to be proposed at an Extraordinary
General Meeting convened for 10.05 am on 5 July 2007 and Admission of the New
Shares to be issued pursuant to the Placing and Open Offer becoming effective
by 8.00 a.m. on 6 July 2007 (or such later date as the Company may determine,
being not later than 20 July 2007.
The Directors estimate that following the completion of the Placing referred to
below, the Company will have approximately �250,000 of cash, which is
sufficient working capital for its present purposes.
Pursuant to an agreement dated 12 June 2007 Maxwell Beaverbrook, has undertaken
to the Company to waive his current salary due under his service agreement of �
50,000 per annum in return for a reduced payment of �1,000 per month until such
time as the Company either signs a heads of agreement with the shareholder(s)
of a prospective target company or the Company commences due diligence on the
acquisition of a target company.
The Placing and the Open Offer
Placing
The Company is proposing to raise up to approximately �400,000 (before
expenses) by means of the Placing. The Placees, including Maxwell Beaverbrook,
who has subscribed �150,000 for 150,000,000 New Shares, Gazelle Investment
Group LLC ("Gazelle") and other investors, have conditionally agreed pursuant
to the terms of the Placing Letters to subscribe for up to 400,000,000 Ordinary
Shares in the Placing which will represent 31 per cent. of the Enlarged Issued
Share Capital. Immediately following the Placing and Open Offer, Maxwell
Beaverbrook will be interested in 179,004,189 Ordinary Shares, representing
13.89 per cent. of the enlarged issued share capital.
Open Offer
The Company is also proposing to raise up to approximately �592,699 (before
expenses) by the issue of the Offer Shares pursuant to the Open Offer.
Qualifying Shareholders will have the right to apply for Offer Shares under the
Open Offer at a price of 0.1p per Offer Share, payable in full on application
and free of all expenses, pro rata to their existing shareholdings on the basis
of:
two Offer Shares for each Existing Share
held at the close of business on the Open Offer Record Date and so on in
proportion for any greater or lesser number of Ordinary Shares then held.
* The Placing and the Open Offer are subject to the satisfaction, amongst
other matters, of the following conditions on or before 6 July 2007, (or
such later date being not later than 20 July 2007, as the Company may
decide):
i. the passing without amendment of the Resolutions to be proposed at the
Extraordinary General Meeting;
ii. the subscription monies for the New Shares being received in full by or on
behalf of the Company;
iii. the Placing Letters becoming unconditional in all respects and not having
been rescinded in accordance with their terms; and
iv. Admission becoming effective by 8.00 am on 6 July 2007, (or such later time
or date not being later than 8.00 am on 20 July 2007 as the Company may
decide).
* The New Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
The Open Offer has been structured so as to allow Qualifying Shareholders to
subscribe for New Shares at the Placing Price pro rata to their existing
holdings. Qualifying Shareholders may make excess applications under the Open
Offer up to a maximum additional amount equal to their pro rata entitlement.
Excess applications will be met to the extent that corresponding applications
by other Qualifying Shareholders are not made or are made for less than their
pro rata entitlements. If there is an over-subscription resulting from excess
applications, allocations in respect of such excess applications will (to the
extent of any competition) be scaled back in such manner, as the Company shall,
in its absolute discretion, determine. To the extent that Offer Shares are not
subscribed by existing Shareholders, Open Offer entitlements will lapse.
The Directors are beneficially interested in 32,004,189 Ordinary Shares,
equivalent to 10.80 per cent. of the Existing Shares, and have an aggregate
entitlement under the Open Offer of up to 64,008,378 Offer Shares.
Options
Pursuant to an option agreement between the Company and Gazelle dated 12 June
2007, the Company has conditionally agreed to grant Gazelle an option to
subscribe for up to 150,000,000 Ordinary Shares at the Placing Price. The
option is conditional upon Admission becoming effective on or before 20 July
2007 and may be exercised by Gazelle in whole or in part for a period of 60
days following Admission becoming effective. The option agreement contains
provisions relating to adjustment of the subscription rights pursuant to the
option in the event that the Company changes its share capital at any time
while the option remains outstanding.
Independent Directors Recommendation
The Independent Directors, who have consulted with the Company's nominated
adviser, John East & Partners, consider that the Proposals are fair and
reasonable insofar as Shareholders are concerned. As part of the consultation
process John East & Partners has taken into account the Independent Directors'
commercial assessment of the Proposals.
The Independent Directors recommend you to vote in favour of the Resolutions as
they intend to do in respect of their aggregate shareholdings of 5,500,000
Ordinary Shares, equivalent to 1.89 per cent. of the Existing Shares.
Expected timetable of events
Open Offer Record Date Close of Business on 8 June
2007
Despatch of this document 12 June 2007
Open Offer Entitlements credited to CREST stock 13 June 2007
accounts of Qualifying CREST Shareholders
Recommended latest time for requesting 4.30 pm on 27 June 2007
withdrawal of Open Offer Entitlements from
CREST
Latest time for depositing Open Offer 3.00 pm on 29 June 2007
Entitlements into CREST
Latest time for splitting Application Forms (to 3.00 pm on 2 July 2007
satisfy bona fide market claims)
Latest time and date for receipt of white form 10.00 am on 3 July 2007
of proxy to be valid at the Annual General
Meeting
Latest time and date for receipt of blue Form 10.05 am on 3 July 2007
of Proxy for the Extraordinary General Meeting
Latest time and date for receipt of completed 11.00 am on 4 July 2007
Application Forms and payment in full under the
Open Offer or settlement of relevant CREST
instruction (as appropriate)
Annual General Meeting 10.00 am on 5 July 2007
Extraordinary General Meeting 10.05 am on 5 July 2007
Admission effective and dealings commence on 6 July 2007
AIM
CREST accounts credited 6 July 2007
Share certificates despatched by 13 July 2007
Placing and Open Offer statistics
Placing Price per New Share 0.1p
Number of Ordinary Shares in issue at the date of this 296,349,251
document
Placing Shares to be issued by the Company 400,000,000
Offer Shares to be issued by the Company Up to
592,698,502
Estimated net proceeds of the Placing and the Open Offer* �992,699
Percentage of the Enlarged Issued Share Capital represented by 77.01 per cent.
the New Shares*
Number of Ordinary Shares in issue at Admission* 1,289,047,753
Market capitalisation of the Company on Admission at the �1.29 million
Placing Price*
* assuming full take up of entitlements under the Open Offer
END
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