Hightex, leading systems engineering company, which designs, fabricates and installs large area, cable supported, lightweight membrane roofs and facades worldwide, today announces that it has conditionally completed a funding of up to £1.67 million before expenses.
Key points:
Placing of 77,873,338 new Ordinary Shares and subscription of
17,100,000 new Ordinary Shares at 1.5 pence which, together
with a Standby Loan Facility, total £1.67m before
expenses
Includes provision of convertible unsecured loan of up to
£250,000 ("Standby Loan Facility") Proceeds to be used to
strengthen balance sheet to enable Hightex to secure the
tenders for additional contracts and increase its share of a
growing market
"The funding will strengthen Hightex's financial position and assist us in delivering our exciting pipeline of projects including the engineering and installation of the supporting cable system and membrane structure of the roof over the Maracana Stadium - the site of the final of the 2014 FIFA World Cup. We appreciate the support of our shareholders and look forward to more contracts being won in 2012. "
Fundraising and Use of Proceeds
The Company has conditionally completed a funding of up to
£1.67 million before expenses, through:
the placing (the "Placing") by finnCap, acting as agent for
the Company, of 77,873,338 new ordinary shares of one penny
each ("Ordinary Shares") (the "Placing Shares") at 1.5 pence
per Placing Share (the "Issue Price");
the subscription (the "Subscription") of 17,100,000 new
Ordinary Shares (the "Subscription
Shares") at the Issue Price; and
the provision of a £250,000 standby loan facility (the
"Standby Loan Facility" and together
with the Placing and Subscription, the "Funding").
The business model of Hightex remains to focus on large scale
projects requiring the Company's specialism in innovative
cable and membrane engineering which the Directors believe
are the key components of the Company's knowhow. The
Directors remain convinced that this is the correct strategy
for the Company and are endeavouring to deliver upon a
pipeline of active projects.
It is this business strategy that has successfully delivered
three large contracts, worth in aggregate c. €45 million, the
revenues from which were earned in 2010 and 2011 and there
remains an active and growing pipeline of projects that the
Company is actively targeting.
On 7 December 2011, the Company announced that it and its
Brazilian construction partner, SEPA, had been selected to
engineer and install the supporting cable system and membrane
structure of the roof over the Maracana Stadium in Rio de
Janeiro where the final of the 2014 FIFA World Cup, hosted in
Brazil, will be played. This prestigious project has a value
to Hightex substantially in excess of €10 million and the
structure is planned to be completed in the first half of
2013. Hightex continues to work towards securing three other
stadia projects in Brazil related to the 2014 World Cup.
Hightex has devoted considerable efforts across Brazil, in
particular in relation to the FIFA World Cup of
2014 which is now beginning to bear fruit, in Europe, the
Middle East and South East Asia. At present, the Board
expects that the existing projects, contracted at the date of
this announcement, to deliver revenues of approximately €10
million in the year to 31 December 2012, before the recently
announced Maracana Stadium project.
The Board further believes that a strengthening of the
Company's balance sheet will enable Hightex to secure the
tenders for additional contracts and increase its share of a
growing market. Accordingly, the proceeds of the Funding will
be used to enable the Company to tender for and deliver upon
new and existing contracts.
Directors' Shareholdings
It is proposed that Charles DesForges and Frank Molter will
be participating in the Subscription and
Charles Sebag-Montefiore is participating through the
Placing. The interests of the Directors
following the Funding will be as follows:
Director | Number of Ordinary Shares subscribed for in the Subscription | Number of Placing Shares | Resulting number of Ordinary Shares held after Admission | Resulting holding as a percentage of the Ordinary Shares in issue immediately after Admission |
In addition, senior managers of the Company will subscribe for 8,400,000 Subscription Shares. It is noted that the participation in the Subscription by Frank Molter and the two senior managers represents the conversion of amounts due from the Company to these individuals of £256,500 in respect of unpaid salaries.
Related Party Transaction
The participation in the Funding by Mr Charles DesForges, Frank Molter, and Charles Sebag- Montefiore, as directors of the Company, constitute related party transactions pursuant to the AIM Rules for Companies. David Walker, an independent director not participating in the Funding considers, having consulted with finnCap, that the participation in the Funding by these directors is fair and reasonable insofar as the Shareholders are concerned.
Standby Loan Facility
The Standby Loan Facility has been provided by Wengen Limited, a company controlled by Mr John Gunn, an existing shareholder, and parties connected with him. Hightex, at its discretion, may draw down on up to £250,000 over a period of three years from 9 December 2011. Drawdown requires four weeks notice. Amounts advanced under the Standby Loan Facility carry a coupon of 8 per cent. per annum and are convertible into Ordinary Shares at the Company's discretion at 1.75 pence per share. An arrangement fee of £7,500, being 3 per cent. of the maximum value of the Standby Loan Facility, is payable after approval of the resolutions to be put forward at the general meeting detailed below, by Shareholders. A further fee of £7,500 will become payable either on drawdown or on 30 June 2012, if sums have not been called under the Standby Loan Facility by such date.
General Meeting
The Subscription and Placing are conditional upon, inter
alia, shareholder approval to be sought at a General Meeting
of the Company to be held on 28 December 2011 and Admission.
A circular will be sent to shareholders of the Company later
today, incorporating a notice of General Meeting.
Each of the Directors intends to vote in favour of the
resolutions to be proposed at the General Meeting (the
"Resolutions") in respect of their own beneficial holdings
totalling 15,536,000 Ordinary Shares, representing, in
aggregate 8.3 per cent. of the existing Ordinary Shares.
Admission
Application will be made for the Placing Shares and
Subscription Shares to be admitted to trading on AIM
("Admission"). It is expected that admission of 86,540,004
new Ordinary Shares (the "First Admission Shares") will
become effective and dealings in such Ordinary Shares will
commence on 29
December 2011. It is expected that admission of 8,333,334 new
Ordinary Shares (the "Second Admission
Shares") will become effective and dealings in these Ordinary
Shares will commence on 4 January 2012. The Subscription
Shares and Placing Shares will rank pari passu with the
existing Ordinary Shares currently traded on AIM. Following
Admission, there will be 282,820,727 Ordinary Shares in
issue.
Contact
Hightex Group plc | |
Charles DesForges, Executive Chairman | Tel: +44 (0) 20 7603 1515 |
Frank Molter, Chief Executive Officer | |
finnCap | |
Geoff Nash/Henrik Persson - Corporate Finance | Tel: +44 (0) 20 7220 0500 |
Simon Starr - broking | www.finncap.com |
Hudson Sandler | |
Charlie Jack | Tel: +44 (0) 20 7796 4133 |
Funding Statistics
Number of Existing Shares | 187,847,389 |
Number of Placing Shares to be issued pursuant to the Placing | 77,873,338 |
Number of Subscription Shares subscribed to be issued pursuant to the Subscription | 17,100,000 |
Number of Ordinary Shares in issue following Admission | 282,820,727 |
Issue Price in respect of the Placing Shares and Subscription Shares | 1.5p |
Gross proceeds of the Funding | £1.67 million* |
Number of New Ordinary Shares as a percentage of the Enlarged Issued Share Capital | 33.5 per cent. |
Market Capitalisation of the Company at Admission at the Issue Price | £4.2 million |
* Includes the Placing, Subscription and the Standby Loan Facility. The Subscription includes £256,500 in respect of amounts due from the Company that are being satisfied through the issue of New Ordinary Shares.
Expected Timetable of Principal Events
Latest time and date for receipt of Forms of Proxy for the General Meeting | 10.00 a.m. on 22 December 2011 |
Date and time of the General Meeting | 10.00 a.m. on 28 December 2011 |
Admission and commencement of dealings in the First Admission Shares | 8.00 a.m. on 29 December 2011 |
CREST accounts credited with First Admission Shares (where applicable) | 8.00 a.m. on 29 December 2011 |
Admission and commencement of dealings in Second Admission Shares | 8.00 a.m. on 4 January 2012 |
CREST accounts credited with Second Admission Shares (where applicable | 8.00 a.m. on 4 January 2012 |
Despatch of definitive share certificates for new Ordinary Shares (where applicable) | by 27 January 2012 |
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