For release: 28th April 2008
MICAP PLC
(Incorporated with limited liability in England and Wales
with registered number 4000124)
CORPORATE REVIEW, ISSUE OF LOAN STOCK
AND RELATED PARTY TRANSACTION
CORPORATE REVIEW
In the interim announcement on 18th December 2007 it was announced that Micap plc (“the Company”) was reviewing all aspects of its business to ensure it was maximising shareholder value. As a consequence of this review a number of opportunities have been identified to dispose of certain parts of the business which no longer fit the focus on food ingredients. The Company is now actively seeking to realise these interests via discussions with agents and directly with potential purchasers and will advise of progress as it occurs.
During this review process, a number of potential acquisition opportunities have also arisen which could enhance the business significantly and several of these have been investigated in detail.
The time and finance required in order to conduct full due diligence on one of these acquisition opportunities will involve the Company in expenditure which is outside its normal trading operations, and it will be necessary to provide additional external funding to meet these costs.
ISSUE OF LOAN STOCK
The Board has explored a number of options to meet this financing requirement and has concluded that the only option available in the present market conditions is the issue of loan stock. Accordingly, the Board today announces that it has raised additional funding of £210,000 by way of an issue for cash of new Loan Stock to the Directors and other private shareholders.
The Directors are subscribing for Loan Stock as follows:
| Director |
Loan Stock |
Bill Mapstone
|
£50,000 |
| Neil Crabb |
£45,000 |
| Michael Norris |
£10,000 |
| Ian McManus |
£5,000 |
The terms of the Loan Stock provide, inter alia, for interest to be payable at 10 per cent. per annum. The Loan Stock is redeemable two days after the date of the next AGM or EGM. However, the Company and the subscribers to the Loan Stock have indicated a willingness to consider a conversion to equity at a later date.
RELATED PARTY TRANSACTION
Each of the Directors, who together own 23.3% of the Company’s share capital, is subscribing for Loan Stock and this is therefore a Related Party Transaction as defined in the AIM Rules for Companies.
Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of the Company to make a statement that they 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.
As all of the Company’s Directors are subscribing for Loan Stock, there are no independent directors available to make the above statement. Taking into account the Directors' commercial assessments of the potential acquisition opportunities to be assessed by the Company, HB Corporate, the Company's Nominated Adviser, considers that the terms of the related party transaction with each of the Directors are fair and reasonable insofar as the Company's shareholders are concerned.
Bill Mapstone, Chairman, commented
“We have been actively seeking opportunities to grow the Company in the food ingredients sector, and feel that the deals currently being reviewed will satisfy this aim and be to the benefit of all shareholders”.
Enquiries |
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Micap plc |
+44 (0)1942 625590 |
Michael Norris , CEO |
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| CEO HB Corporate |
+44 (0)20 7510 8600 |
| Imran Ahmad |
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| Edward Hutton |
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| Rory Creedon |
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| Adventis Financial PR |
+44 (0)20 7034 4758 / 4759 |
| Tarquin Edwards |
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| Chris Steele |
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