EKF Diagnostics Holdings plc (AIM: EKF) announces, further to the Chairman’s Annual General Meeting statement this morning, the proposed placing of up to 42,205,707 new ordinary shares of 1 penny each in the Company (the "Placing Shares") by way of an accelerated book build (the “Placing”).
The book building process will be launched immediately following the release of this announcement (the “Announcement”) and will be made available to new and existing eligible institutional investors. Certain of the Company’s major shareholders as well as certain Directors have indicated a willingness to participate in the Placing.
Panmure Gordon (UK) Limited (“Panmure Gordon”) is acting as Nominated Adviser and Corporate Broker to the Company in respect of the Placing.
The Placing will be underwritten by North Atlantic Smaller Companies Investment Trust PLC (“NAIT”) and Oryx International Growth Fund Limited (“Oryx”). NAIT is directly interested in 48,650,000 existing ordinary shares of 1 penny each in the Company (“Ordinary Shares”), or 11.53 per cent., and Oryx is directly interested in 35,350,000 Ordinary Shares, or 8.38 per cent., of the Company.
Harwood Capital LLP (“Harwood”) is investment manager and investment adviser to NAIT and Oryx respectively. Christopher Mills, the Company’s Non-Executive Chairman, is a partner and Chief Investment Officer of Harwood. Christopher Mills is also a director of Oryx and NAIT. He holds 2.16 per cent. of the shares in Oryx in his own name as well as a further 46.44 per cent. of the shares in Oryx via his 25.06 per cent. shareholding in NAIT.
Details of the Placing
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix.
The book building process to determine a price (the "Placing Price") is expected to close no later than 4.30 p.m. on 2 June 2016, but Panmure Gordon reserves the right to close the book earlier, without further notice.
The Placing Price and allocations will be determined by the Company and Panmure Gordon following the close of the book building process. A further announcement will then be made detailing the Placing Price. The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the Ordinary Shares of the Company.
As detailed in the Appendix, the Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM becoming effective ("Admission") and the placing agreement between the Company and Panmure Gordon (the “Placing Agreement”) not being terminated prior to Admission. It is expected that Admission will become effective and that dealings in the Placing Shares are expected to commence on 7 June 2016.
This announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this announcement, to the detailed terms and conditions of the Placing and further information relating to the book build described in the Appendix. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.
For further information:
|EKF Diagnostics Holdings plc
Christopher Mills, Non-Executive Chairman
Julian Baines, CEO
Richard Evans, Finance Director and COO
|00 44 29 2071 0570
|Panmure Gordon (UK) Limited
|00 44 20 7886 2500
Walbrook PR Limited
|00 44 20 7933 8780 or firstname.lastname@example.org
00 44 7980 541 893
00 44 7584 391 303