TIDMENF
RNS Number : 0150X
Enfis Group PLC
30 November 2010
Enfis Group Plc
("Enfis" or "the Company")
Proposed Acquisition and re-admission to trading on AIM and
Placing to raise GBP2m
The Company is pleased to announce it has conditionally agreed
to purchase the entire issued share capital of PhotonStar LED
Limited, details of which are set out below. The aggregate
consideration for the Acquisition is approximately GBP5.1 million,
to be satisfied by the issue, credited as fully paid, of 51,023,849
Consideration Shares. The Company also announces that it has raised
approximately GBP2.0 million through the conditional Placing of
19,799,790 new Ordinary Shares.
The Acquisition constitutes a reverse takeover for the purposes
of the AIM Rules and accordingly requires Shareholder approval,
which is being sought at the General Meeting to be held at 10.00
a.m. on 23 December 2010. Shareholder approval is also required to
approve the waiver that has been granted by the Takeover Panel to
certain of the Vendors of the obligation that they would otherwise
have to make a takeover offer for the Company under Rule 9 of the
Takeover Code.
An admission document containing notice of the General Meeting
of the Company is being posted to Shareholders today. The Board
considers that the terms of the proposed Acquisition are in the
best interests of the Company and recommends that Shareholders vote
in favour of the Resolutions. It is also proposed that the Company
will change its name to PhotonStar LED Group PLC.
Background on PhotonStar
PhotonStar is a UK based LED lighting fixture designer and
manufacturer. PhotonStar's LED lighting products have won a number
of industry awards for innovation and design. Its 'Smart' range LED
fixtures allow greater levels of energy efficiency to be achieved
by end users through a combination of light source efficiency and
control.
History
PhotonStar was founded in 2007 by James McKenzie and Majd
Zoorob. PhotonStar's founding strategy was to solve the cost
problems and increase the efficiency of current LEDs for use in
general residential and commercial lighting. They have achieved
this through technology that is captured in 11 patent applications
the company has. LED lighting products can offer superior lifetime
to traditional lighting solutions giving rise to reduced
maintenance costs and when combined with lower energy costs through
efficiency and control offers the user reduced operational costs in
many applications.
Based in Romsey, England, PhotonStar has developed and grown
rapidly. Group revenue has increased from GBP1,500 in the year to
31 March 2008 to approximately GBP2m in the year to 31 March 2010.
This increase was in part due to organic growth but also to the
acquisition of Architectural Lighting & Controls Limited
("ALC") in May 2009. ALC is a high quality lighting solutions
provider offering a comprehensive collection of standard lighting
products and control products, to cover almost all interior and
exterior applications.
Summary financials on PhotonStar
The following consolidated financial information has been
extracted from the Accountants' Report set out in Part IV of the
admission document.
y/e y/e y/e
31 March 31 March 31 March
2010 2009 2008
GBP'000 GBP'000 GBP'000
Turnover 1,964 234 2
Operating Loss 645 393 122
Net Assets 350 120 (14)
The management of PhotonStar have made significant progress
since the year end and in the six months ended 30 September 2010,
management accounts show that PhotonStar made an operating loss of
GBP84,000 on sales of GBP1,456,000.
The Business
PhotonStar offers a wide range of energy saving LED lighting
fixtures to suit many types of commercial or residential
applications.
All LED lighting fixtures or luminaires are designed and
produced in the UK by PhotonStar and backed by a warranty of up to
five years. The majority of PhotonStar's products meet the
requirements for Enhanced Capital Allowance in the UK - which
permits the capital cost of products plus their delivery and
installation to be written off in the first year giving on average
a 28 per cent. cash benefit to the purchaser of the product.
PhotonStar's LED product design approach is aimed to reduce
environmental impact targeting maximum product lifetime, using as
much recycled material content as possible (giving it a very low
embedded CO2 content), a modular refurbishable approach and as few
environmentally harmful materials in construction as possible.
PhotonStar's current product offering includes:
-- A range of high efficiency LED downlight fixtures and LED
drivers.
-- A range of 'Smart' LED fixtures that include sensors and
microprocessor controls to maximise product lifetime and energy
efficiency as well as offering industry leading dimming
capabilities. The SmartNemesis was a finalist in the Ecobuild 2010
KTN Innovation Future Zone and a winner of the 2010 Lighting
Association industry awards - the Osram sponsored Innovation award.
The SmartWhite colour tuneable Luminaire was a finalist in the 2010
Lighting Design Awards and winner of the 2010 Lighting Association
industry awards - the E.ON sponsored Light Source Product of the
Year award.
-- A range of advanced lighting control solutions utilising the
Smart Luminaire range and Standard range of LED luminaires.
ALC is a lighting solutions business that provides its customers
with control and lighting solutions. ALC also offers commissioning
services for building control systems.
The Market Opportunity
Lighting market
Lighting accounts for 19 per cent. of global electricity usage
and CO2 emissions attributable to lighting are equivalent to 70 per
cent. of all global car CO2 emissions.
General lighting is in transition, driven by energy efficiency
and lower operating costs and across many sectors LED lighting is
having a large impact. General lighting of buildings is estimated
to be a $70bn market and the Proposed Directors believe that there
will be a compound annual growth rate of 6 per cent. overall
between 2010-2015. It is also estimated that by 2015 LED lamps and
modules will account for over 50 per cent. of general lighting
light source sales. There are multiple EU and UK legislative
drivers such as the Europe wide phased banning of incandescent
lamps, the code for sustainable homes and the October 2010 increase
in efficiency for UK building regulations Part L.
Competition
The lighting market is transitioning to LED lighting and there
are many global players such as Phillips and Osram who are actively
addressing the market. Phillips has made significant investment and
many strategic acquisitions in the last few years. There are also
many large consumer electronics firms such as Toshiba and Sharp
entering the market with LED products. LED module companies such as
Cree have entered the LED fixture and lamp markets.
However in such a large and diverse market as general lighting
the big players have a significant market share but there are
hundreds of medium sized lighting companies and thousands of
smaller lighting companies that operate successfully in the
market.
Background Information on Enfis
Enfis Limited was founded in 2001 and since 2005 Enfis Limited
has concentrated on the development of LED arrays and drivers for
lighting and industrial applications. Enfis acquired the entire
issued share capital of Enfis Limited in March 2007 and was
admitted to AIM in March 2007.
Enfis Group specialises in the design and development of
intelligent high power LED arrays and light engines, and most of
its manufacturing is outsourced to qualified subcontractors. Its
light engines combine high power LED arrays with efficient,
intelligent electronics and effective thermal management.
Enfis Group sells arrays and light engines for demanding
applications within sectors such as film and TV production and
other entertainment lighting, architectural lighting, medical
lighting and ultra-violet curing applications such as epoxies,
printing inks and dental treatment products.
Reasons for the Acquisition
The Directors have examined a number of corporate opportunities
over the last nine months and believe that PhotonStar presents an
exciting prospect for existing Shareholders The Directors believe
that PhotonStar's LED, lighting fixture and light engine business
is growing strongly. Following the Acquisition, the Enlarged Group
will be re-admitted to AIM. The increased size of the Enlarged
Group will provide the PhotonStar business with a higher profile
and will give the Enlarged Group greater access to capital, to
facilitate further organic and potential acquisitive growth.
Strategy of the New Board
The strategy of the New Board following the Acquisition will be
to pursue both organic growth and potentially, acquisitions. The
initial focus will be to integrate the PhotonStar businesses within
the Enlarged Group.
PhotonStar intends to extend its product range by adding
lighting fixtures for architectural and retail markets using Enfis
Group arrays and drivers. These new products will be sold through
PhotonStar's sales team and existing distribution channels.
PhotonStar intends to use Enfis Group's resources to accelerate
the development of its SmartWhite technology which is intended to
lower the manufacturing cost of certain products in PhotonStar's
product range.
Enfis Group will continue to focus on the supply of arrays and
light engines to specialist sectors such as film and TV production
lighting and UV curing. PhotonStar intends to drive development of
a range of highly integrated light engines and controls for use in
general illumination based on a combination of its technology and
Enfis Group array products.
Following the integration of the businesses within the Enlarged
Group, and in addition to pursuing organic growth, the New Board
will seek suitable acquisitions. The intention is that these will
include established lighting fixture manufacturers transitioning
their businesses to LED lighting and key suppliers offering
capacity expansion.
Current Trading and Prospects for the Enlarged Group Enfis
Enfis's unaudited interim results for the six months ended 30
June 2010 showed a loss of GBP766,000 on revenues of GBP254,000.
Enfis's unaudited sales for the quarter ended 30 September 2010
were GBP313,000, and as at 30 September 2010 Enfis Group held
orders of GBP301,000 for delivery during the remainder of 2010.
PhotonStar
PhotonStar's unaudited consolidated management accounts for the
six months ended 30 September 2010 show sales of GBP1,456,000 and
an operating loss of GBP84,000. As at 26 October 2010 PhotonStar
held orders of GBP390,000 for delivery during the rest of 2010.
Prospects for the Enlarged Group
The New Board believes that the Enlarged Group has considerable
growth opportunities in its markets and views the future with
confidence.
Details of the Placing and Directors' Participation
The Company will raise approximately GBP2.0 million (gross)
pursuant to the Placing through the issue of 19,799,790 Placing
Shares at the Placing Price. The Placing Shares will represent
approximately 23 per cent. of the Enlarged Share Capital
immediately following Admission.
Under the Placing Agreement, finnCap has conditionally agreed to
place, with institutional and other investors, the Placing Shares
at the Placing Price. The net proceeds of the Placing are expected
to be approximately GBP1.6 million and will be used, inter alia, to
fund the costs of integration of the Enlarged Group's businesses,
the establishment of a new final assembly and product test facility
and for working capital.
The Placing is conditional, inter alia, upon the passing of
Resolutions 1 to 4 at the General Meeting, and on Admission and the
Acquisition Agreement becoming unconditional in all respects.
As part of the Placing, Ron Jones and John Thynne, each a
director of Enfis, will be allotted 200,000 Ordinary Shares and
60,000 Ordinary Shares respectively, credited as fully paid at the
Placing Price in full satisfaction of their accrued and unpaid
directors' fees.
Ceri Jones, Dr Drew Nelson and James McKenzie will subscribe for
500,000 500,000 and 200,000 Ordinary Shares respectively at the
Placing Price under the Placing.
In aggregate, the Directors and Proposed Directors have
subscribed for 1 460,000 of the Placing Shares at the Placing
Price, as detailed below:
Existing
Ordinary Consideration Placing Total at % at
Shares Shares Shares Admission Admission
Drew Nelson 944,274 - 500,000 1,444,274 1.67%
Ceri Jones - - 500,000 500,000 0.58%
Ron Jones 45,000 - 200,000 245,000 0.28%
John Thynne 5,268 - 60,000 65,268 0.08%
James McKenzie* - 14,043,463 200,000 14,243,463 16.49%
---------------- --------- ------------- --------- ---------- ----------
994,542 14,043,463 1,460,000 16,498,005 19.10%
---------------- --------- ------------- --------- ---------- ----------
* 100,000 of the Placing Shares subscribed for by James McKenzie
are in the name of his wife, Caroline McKenzie.
Directors and Proposed Directors
Details of the Directors and the Proposed Directors are set out
below. The New Board will comprise the following directors:
Dr Andrew W Nelson OBE, BSc, PhD, FREng - Non Executive
Chairman, aged 55
Dr Nelson has been a Non Executive Director of Enfis Group since
March 2007, becoming Non Executive Chairman in November 2009.
Dr Nelson joined BT Research Laboratories in 1981, leading the
group responsible for the development of MOCVD technology for the
manufacture of opto-electronic devices for optical fibre
communications. He subsequently managed the technology transfer
from BT to Agilent. Together with Mike Scott, he founded EPI in
1988, becoming Managing Director in 1991 and Chairman and Chief
Executive Officer in 1996. He was appointed Chairman and Chief
Executive Officer of IQE Plc in April 1999 and became Chief
Executive Officer in February 2002.
Dr Nelson was educated at the University of Sheffield, where he
obtained an Honours Degree (1st Class) in Electronic Engineering
and subsequently a PhD in Semiconductor Technology.
Dr James Mckenzie - Chief Executive Officer (Co -Founder of
PhotonStar), aged 43
James brings a wealth of semiconductor and optoelectronic
packaging and product marketing experience to PhotonStar.
James joined Mesophotonics Ltd in March 2003 as CEO and
developed 2 business units, one in LEDs and the other in Analytical
Biochemistry. In 2007 the Analytical Biochemistry part of the
business was bought by D3, backed by Renishaw. The photonic crystal
LED technology was sold to Luxtaltek, a Taiwanese LED manufacturer
and put into production. James left Mesophotonics in 2007 to set up
PhotonStar LED Ltd.
From 2001 to 2003 James worked for Teem Photonics as VP of
Business Development & Marketing, helping develop the company's
growth strategies. Prior to this James worked for Bookham
Technology when the company was in its very early stages. He was
involved, as a member of the management team, in Bookham's fast
growth phase leading up to its IPO in 2000. During this period he
was responsible for product engineering before moving on to become
Director of Product Marketing.
James studied Physics and Computing at Cardiff University and
then worked on optoelectronics and silicon microfabrication for his
Ph.D. at Brunel University. He is a member of the Institute of
Physics and is a Chartered Engineer.
Dr Majd Zoorob - Chief Technology Officer, (Co-Founder of
PhotonStar), aged 35 Majd is Chief Technology Officer of
PhotonStar.
Majd was a co-founder of Mesophotonics Ltd where he was
responsible for the company's research work and managing the
company's IP, as well as key theoretical and numerical modelling
work. The LED chip designs Majd created were subsequently put into
production at Luxtaltek.
Majd has been involved in sub wavelength optics, plasmonics and
LED design since his PhD and brings a wealth of optical design and
optical modelling experience to PhotonStar. Majd has a PhD from
Southampton University in sub-wavelength optics.
Ceri Jones - currently Chief Executive Officer of Enfis Group,
will become Chief Financial Officer - aged 50
Ceri has over 20 years experience building successful high
technology and manufacturing businesses and joined Enfis Group in
August 2009.
He was Managing Director and joint owner of Travelink Systems
Limited, a travel reservations software supplier from early 2000
until its trade sale in 2005/6. He worked for its acquirer as Chief
Financial Officer and Operations director until July 2007, and
since then has been an investor in and non executive director of
privately owned high technology businesses.
From 1990 until 2000 Ceri was Group Finance Director of Hicking
Pentecost PLC, an industrial products company listed on the London
Stock Exchange and acquired by Coats PLC in 1999.
Ceri is a Chartered Accountant and began his working career with
KPMG and Ernst and Young. The following directors of Enfis will
resign on Admission:
Giles Davies - Chief Financial Officer, aged 42
Giles is a Certified Accountant and began his career with KPMG.
Giles joined Enfis Limited as Chief Financial Officer in January
2006 and was appointed Chief Financial Officer of Enfis in March
2007. Giles will resign as a director of Enfis Limited on
Completion.
Gareth Jones - Chief Technology Officer, aged 42
Gareth joined the board of Enfis Limited in February 2002 and
was appointed Chief Technology Officer in June 2002. Gareth will
also resign as a director of Enfis Limited on completion.
Ron Jones - Non Executive Director, aged 61
Ron is Executive Chairman of Tinopolis Limited, one of the UK's
largest television production companies.
Dr John Thynne - Non Executive Director, aged 78
John is a Non Executive Director of Wesley Clover Corporation,
one of the founding investors in Enfis Limited.
Simon Gibson - Non Executive Director, aged 52
Simon is Chief Executive of Wesley Clover Corporation, one of
the founding investors in Enfis Limited.
Principal Terms of the Acquisition
Pursuant to the Acquisition Agreement, the Company has agreed to
acquire the Photonstar Shares from those of the Vendors holding
approximately 59 per cent. of the Photonstar Shares ("the
Warranting Shareholders"). The Warranting Shareholders include all
of the shareholding members of the management team of Photonstar.
Those Photonstar Shares held by the remaining Vendors will be
transferred to the Company upon Admission pursuant to stock
transfer forms to be executed by a director of Photonstar as
attorney for such Vendors pursuant to the "drag along" provisions
set out in Photonstar's articles of association. The Vendors which
are subject to this "drag along" procedure are not actively
involved in the management of Photonstar and are investor
shareholders.
Pursuant to these arrangements, the entire issued share capital
of Photonstar will be acquired for an aggregate consideration of
GBP5.1 million, to be satisfied by the issue and allotment to the
Vendors of the Consideration Shares.
The Acquisition Agreement contains warranties and indemnities of
a type usual for such a transaction, with similar warranties and
indemnities being provided from the Warranting Shareholders to the
Company and vice versa. Each of the Warranting Shareholders may
satisfy (at his or her option) his or her proportion (such
proportion being calculated as between the Warranting Shareholders
and excluding the remaining Vendors' holdings of Photonstar Shares)
of any warranty or indemnity liability either in cash or by the
sale back to the Company for nil consideration of such number of
Consideration Shares (at the issue price per Consideration Share)
as is equal to such liability. Thus, up to approximately 59 per
cent. of the Consideration Shares (being those issued to the
Warranting Shareholders pursuant to the Acquisition Agreement)
could potentially be sold back to the Company to satisfy any such
claims. The remaining Vendors' Consideration Shares are not liable
to be sold back to satisfy such claims as these Vendors are not
parties to the Acquisition Agreement and have no liability for any
such claims.
The Takeover Code
The Takeover Code governs, inter alia, transactions which may
result in a change of control of a public company to which the
Takeover Code applies. Under Rule 9 any person who acquires an
interest (as defined in the Takeover Code) in shares which, taken
together with shares in which he is already interested or in which
persons acting in concert with him are interested, carry 30 per
cent. or more of the voting rights of a company which is subject to
the Takeover Code, is required to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which, in aggregate,
carry more than 30 per cent. of the voting rights of such company,
but does not hold shares carrying 50 per cent. or more of such
voting rights, a general offer will normally be required if any
further interest in shares is acquired by any such person.
An offer under Rule 9 must be in cash and must be at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company in question during the 12 months prior to the announcement
of the offer.
Persons acting in concert comprise persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control of a company or to frustrate the
successful outcome of an offer for a company. A person and each of
its affiliated persons will be deemed to be acting in concert all
with each other.
The members of the Concert Party are deemed to be acting in
concert for the purposes of the Takeover Code. Following the
Acquisition and Admission, the Concert Party will together hold the
following number of Ordinary Shares and could, assuming that they,
and only they, exercise all of their Options, hold the following
maximum number of Ordinary Shares pursuant to the Acquisition:
% of fully
Number of % of issued diluted
Ordinary Shares Number of share capital share
on Admission Enfis Options at Admission* capital*
Drew Nelson 1,444,274 512,000 1.68% 2.11%
Ceri Jones 500,000 600,000 0.58% 1.19%
James McKenzie 14,143,463 2,259,710 16.45% 17.69%
Majd Zoorob 10,626,389 1,985,456 12.36% 13.60%
Finitephotonics
Ltd 252,180 0.29% 0.27%
Caroline
McKenzie 415,225 73,698 0.48% 0.53%
J Denekamp 233,266 0.27% 0.25%
Catherine Snape 577,920 0.67% 0.62%
Julia Williams 252,180 0.29% 0.27%
Gethyn Williams 493,150 1,326,557 0.57% 1.96%
Salah Zoorob 1,029,738 1.20% 1.11%
Dolly Zoorob 735,520 0.86% 0.79%
Elias Zoorob 2,134,689 2.48% 2.30%
---------------- -------------- -------------- ----------
32,837,994 6,757,421 38.19% 42.69%
---------------- -------------- -------------- ----------
* following the Placing of 19,799,790 new Ordinary Shares at the
Placing Price.
assuming that the Concert Party, and only the Concert Party,
exercise all of their Options.
Concert Party Members
The members of the concert party are Drew Nelson, Ceri Jones,
James McKenzie, Majd Zoorob and their close relatives and
Finitephotonics Limted. Drew, Ceri, James and Majd will all be
directors of the Enlarged Group.
Drew Nelson and Ceri Jones are Non-Executive Chairman and Chief
Executive Officer respectively of Enfis. Drew will remain
Non-Executive Chairman and Ceri will become Chief Financial Officer
on the Enlarged Group's board. James McKenzie and Majd Zoorob are
co-founders and directors of PhotonStar. They will become Chief
Executive Officer and Chief Technology Officer respectively on the
Enlarged Group's board. Further details on each can be found
above.
Caroline McKenzie is James McKenzie's wife. Catherine Snape is
James Mckenzie's mother and Julia Williams is his sister. Julia
Williams is married to Gethyn Williams, one of the key
employees.
Elias Zoorob, Salah Zoorob and Dolly Zoorob are Majd Zoorob's
father, brother and sister respectively.
Finitephotonics Limited is a consultancy company registered in
England and Wales under number 06255307 of which Majd Zoorob is a
director and 100 per cent. shareholder.
Waiver
The Takeover Panel has agreed, however, to waive the obligation
to make a general offer that would otherwise be required as a
result of the Acquisition, subject to the approval of the
Independent Shareholders. Accordingly, Resolution 2 is being
proposed at the General Meeting and will be taken on a poll.
The members of the Concert Party (for so long as they continue
to be treated as acting in concert) may not increase their
aggregate interest in shares without incurring an obligation under
Rule 9 to make a general offer without Panel consent. Further
details concerning members of the Concert Party are set out
above.
Lock-ins and Orderly Market Arrangements
The Proposed Directors and certain Directors being Drew Nelson,
Ceri Jones, Majd Zoorob and James McKenzie, have undertaken not to
sell, transfer or dispose of any Ordinary Shares held by him at the
date of this announcement, or which will be issued to him pursuant
to the Acquisition Agreement and the Placing, for a period of 12
months following Admission. In addition they have each agreed that,
for a further 12 months, any sale or disposal of Ordinary Shares
will be effected through finnCap or the Company's incumbent
corporate broker (with a view to ensuring an orderly market in such
securities). In each case, these restrictions are subject to
certain exceptions, including a requirement that any sale or
disposal must be with the prior consent of finnCap or the Company's
incumbent broker. These restrictions will apply in respect of
26,714,126 Ordinary Shares representing 30.92 per cent. of the
Enlarged Share Capital.
Irrevocable Commitments
Irrevocable commitments have been received from Wesley Clover
Wales Limited and Professor Kenneth Board to vote in favour of the
Resolutions in respect of their aggregate holdings of 2,703,588
Existing Ordinary Shares, representing 17.8 per cent. of the
current issued ordinary share capital of the Company.
Corporate Governance
The Directors and the Proposed Directors recognise the
importance of sound corporate governance. The Company intends,
following Admission, so far as is practicable and appropriate for a
public company of its size, to follow the main recommendations on
corporate governance of the Quoted Companies Alliance. The Company
has adopted a code for share dealings by directors and employees
which is appropriate for an AIM company and which complies with
Rule 21 of the AIM Rules on "Restrictions on deals".
Following Admission, the Audit Committee will comprise Drew
Nelson and Ceri Jones and the Remuneration Committee will comprise
Drew Nelson and James McKenzie. Drew Nelson will chair both
committees. The Audit Committee will review the interim and full
year financial statements prior to their publication and receive
and review reports from the Enlarged Group's external auditors and
will determine the application of the financial reporting and
internal control principles. The Remuneration Committee will be
responsible for determining the remuneration of the executive
directors and establishing the criteria for the grant and exercise
of share options. No executive director will be permitted to
participate in a decision concerning his own remuneration. In view
of the importance of the matter and the size of the board, the
responsibility for proposing and considering candidates for
appointment to the board will continue to be retained by the
board.
It is intended that, following Admission, an additional
non-executive director shall be appointed.
General Meeting
A General Meeting is to be held at the offices of Morgan Cole,
Bradley Court, Park Place, Cardiff, CF 10 3DP, at 10.00 a.m. on 23
December 2010 at which the following Resolutions will be
proposed:
1. An Ordinary Resolution to approve the Acquisition, subject to
the remaining Resolutions being duly passed.
2. An Ordinary Resolution to approve the Takeover Code Rule 9
Waiver (this resolution requires voting on a poll by
Shareholders).
3. An Ordinary Resolution to authorise the directors to issue
and allot the Consideration Shares, the Placing Shares, the Enfis
Options and, in addition, up to a further 28,795,501 Ordinary
Shares.
4. A Special Resolution to disapply statutory pre-emption rights
in respect of the issue and allotment of the Consideration Shares,
the Placing Shares, Enfis Options and, in addition, up to a further
12,957 975 Ordinary Shares.
5. A Special Resolution to adopt the New Articles
6. A Special Resolution to change the name of the Company to
"PhotonStar LED Group PLC".
Admission and Settlement
Application has been made to the London Stock Exchange for
86,386,503 Ordinary Shares to be admitted to trading on AIM,
comprising 15,162,864 existing issued Ordinary Shares, 51,023,849
Consideration Shares, 400 000 ALC Shares and 19,799,790 Placing
Shares. Admission is expected to take place at 8.00 a.m. on 24
December 2010.
Enquiries:
Enfis Tel: 01792 485 663
Ceri Jones - Chief Executive Officer
FinnCap Tel: 020 7600 1658
Geoff Nash/ Charlotte Stranner - Corporate
Finance
Brian Patient - Corporate Broking
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt 10.00 a.m. on 21 December 2010
of Forms of Proxy
General Meeting 10.00 a.m. on 23 December 2010
Completion of the Acquisition 24 December 2010
Admission and dealings in Ordinary 8.00 a.m. on 24 December 2010
Shares expected to commence on
AIM
CREST accounts to be credited 24 December 2010
Despatch of share certificates by 31 December 2010
(where applicable)
ADMISSION STATISTICS
Existing Ordinary Shares in issue 15,162,864
Consideration Shares to be issued 51,023,849
ALC Shares to be issued 400,000
Placing Price 10 pence
Placing Shares to be issued 19,799,790
Number of Ordinary Shares in issue on Admission 86,386,503
Placing Shares, Consideration Shares and ALC Shares 82.4 per
as a percentage of the Enlarged cent.
Share Capital
Enlarged market capitalisation at Placing Price GBP8.6m
Estimated net proceeds of the Placing receivable by GBP1.6m
the Company
DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"Accountants' Reports" the reports on the financial information
relating to the Company, PhotonStar
and ALC
"Acquisition" the Company's proposed acquisition
of the whole of PhotonStar's existing
issued share capital on the terms
of the Acquisition Agreement
"Acquisition Agreement" the share purchase agreement between
the Company and the Vendors relating
to the Acquisition
"Admission" the admission of the Consideration
Shares, the Placing Shares, the ALC
Shares and the re-admission of the
Existing Ordinary Shares to trading
on AIM becoming effective in accordance
with the AIM Rules
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the rules for companies whose securities
are admitted to trading on AIM published
by the London Stock Exchange
"ALC" Architectural Lighting & Controls
Limited
"ALC Shares" the 400,000 new Ordinary Shares to
be issued to the ALC Vendors, pursuant
to the agreement for the acquisition
by PhotonStar of ALC dated 15 May
2009
"ALC Vendors" Robert Tuck, Julie Tuck, Brian Whitehorn
and Louise Whitehorn
"Articles" the articles of association of the
Company
"CA 2006" or "the Act" the Companies Act 2006
"Combined Code" the Combined Code on Corporate Governance
dated June 2006, issued by the Financial
Reporting Council
"Companies Acts" the Companies Act 2006 and any provisions
of the Companies Act 1985 which remain
in force
"Company" or "Enfis" Enfis Group plc
"Completion" completion of the Acquisition in accordance
with the terms of the Acquisition
Agreement
"Concert Party" Drew Nelson, Ceri Jones, the Proposed
Directors and their close family members,
and Finitephotonics Limited
"Consideration Shares" the 51,023,849 new Ordinary Shares
to be issued to the Vendors pursuant
to the Acquisition Agreement
"CREST" the electronic system for the holding
and transferring of shares and other
securities in paperless form operated
by Euroclear UK & Ireland Limited
"Current Articles" the Articles in force at the date
of this announcement
"Directors" or "Board" the existing directors of the Company,
being Dr Drew Nelson, Ceri Jones,
Giles Davies, Dr Gareth Jones, Ron
Jones, Simon Gibson and Dr John Thynne
(each a "Director")
"Enfis Employee Share Option the Company's unapproved employee
Plan" share option scheme
"Enfis Executive Share Option the Company's executive share option
Scheme" scheme
"Enfis Enterprise Management the Company's Enterprise Management
Incentive Scheme" Incentive Scheme,
"Enfis Employee Benefit Trust" the Employee Benefit Trust established
by the Company
"Enfis Group" the Company and its subsidiary undertakings
as at today's date
"Enfis Options" the options to subscribe for 880,300
Ordinary Shares which have been granted
to employees of the Company pursuant
to the Enfis Employee Share Option
Plan, the options to subscribe for
1,750,000 Ordinary Shares which are
to be granted to employees of Enfis
Group on Admission and the additional
options to subscribe for 10,263,715
Ordinary Shares which will be granted
upon Admission to the holders of the
PhotonStar Options
"Enlarged Group" the Company and its subsidiaries (including
PhotonStar) following the Acquisition
"Enlarged Share Capital" the Existing Ordinary Shares, the
Consideration Shares, the ALC Shares
and the Placing Shares
"Existing Ordinary Shares" the existing 15,162,864 issued ordinary
shares of 10 pence each in the capital
of the Company
"finnCap" finnCap Ltd, to be appointed nominated
adviser and broker to the Company
(conditional upon Completion and Admission)
"Form of Proxy" the form of proxy accompanying the
admission document
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets
Act 2000
"General Meeting" the general meeting of the Company
to be held at the offices of Morgan
Cole at 10.00 a.m. on 23 December
2010
"IFRS" International Financial Reporting
Standards as adopted by the EU
"Independent Directors" all Directors except for those in
the concert party being Drew Nelson
and Ceri Jones
"Independent Shareholders" holders of Ordinary Shares except
for Drew Nelson, being a Shareholder
and a member of the Concert Party
"LED" light emitting diode
"London Stock Exchange" London Stock Exchange plc
"New Articles" the new Articles proposed to be adopted
by the Company pursuant to Resolution
5 set out in the Notice
"New Board" the Company's proposed board of directors
following Admission, consisting of
the Proposed Directors, Dr Drew Nelson
and Ceri Jones
"Notice" the notice convening the General Meeting
"Ordinary Shares" ordinary shares of 10 pence each in
the capital of the Company
"PhotonStar" PhotonStar LED Limited, a company
registered in England and Wales with
company number 6168095
"PhotonStar Shares" the issued A Ordinary, B Ordinary,
C Ordinary and D Ordinary shares of
1 pence each in the capital of PhotonStar
"PhotonStar Options" the options to subscribe for, in aggregate
814,000 ordinary shares in the capital
of PhotonStar which are to be surrendered
upon Admission in consideration of
the grant of options in respect of,
in aggregate, 10,263,715 Enfis Options
"PKF" PKF (UK) LLP of 18 Park Place Cardiff
and being the Company's reporting
accountant for the purposes of the
AIM Rules
"Placing" the proposed placing of the Placing
Shares at the Placing Price, including
the 1,460,000 Ordinary Shares to be
subscribed for by certain Directors
and Proposed Directors at the Placing
Price pursuant to the subscription
agreement
"Placing Price" means 10p per Ordinary Share
"Placing Shares" 19,799,790 new Ordinary Shares to
be issued to placees pursuant to the
Placing
"Proposed Directors" James McKenzie and Majd Zoorob (each
a "Proposed Director")
"Resolutions" the resolutions to be proposed at the
General Meeting (and each a "Resolution")
"Rule 9" Rule 9 of the Takeover Code
"Shareholders" holders of Ordinary Shares
"Takeover Code" the City Code on Takeovers and Mergers
"Takeover Panel" or "Panel" the Panel on Takeovers and Mergers
"UK" United Kingdom
"Vendors" each of the holders of PhotonStar
Shares as at the date of this document
"Waiver" or "Takeover Code the waiver of the requirements of
Rule 9 Waiver" Rule 9 of the Takeover Code
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQBLBMTMBATTJM
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