TIDMHTIG
RNS Number : 6897T
Hightex Group PLC
09 December 2011
9 December 2011
Hightex Group plc
("Hightex" or the "Company")
Funding of up to GBP1.67 million comprising Subscription and
Placing of 94,973,338 new Ordinary Shares and a Standby Loan
Facility
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 GBP1.67 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 GBP1.67m before expenses
-- Includes provision of convertible unsecured loan of up to
GBP250,000 ("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
Commenting on the placing, Frank Molter, Chief Executive of
Hightex, said:
"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
GBP1.67 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 GBP250,000 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. EUR45 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 EUR10 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 EUR10 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 Number of Resulting Resulting
Ordinary Shares Placing Shares number of holding as
subscribed Ordinary Shares a percentage
for in the held after of the Ordinary
Subscription Admission Shares in
issue immediately
after Admission
Dr Charles DesForges 1,700,000 - 3,530,000 1.2%
Frank Molter 7,000,000 - 11,428,000 4.0%
Charles Sebag-Montefiore - 2,000,000 7,000,000 2.5%
David Walker - - 4,278,000 1.5%
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 GBP256,500 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 GBP250,000 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
GBP7,500, 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 GBP7,500 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.
Shareholders should be aware that the Resolutions are
inter-conditional and, if any is not passed, the Funding will not
proceed. The Board believes that should Shareholders not vote in
favour of the Resolutions, the Company may not have sufficient
working capital to continue in its current guise and would have to
find immediate alternative finance in order to continue to trade.
There can be no assurance that any such finance would be available.
Accordingly, David Walker, the independent director not
participating in the Funding, strongly recommends that Shareholders
vote in favour of the Resolutions.
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 282,820,727Ordinary Shares in issue.
Contact
Hightex Group plc
Charles DesForges, Executive Chairman Tel: +44 (0) 20 7603 1515
Frank Molter, Chief Executive Officer www.hightexworld.com
finnCap
Geoff Nash/Henrik Persson - Corporate Tel: +44 (0) 20 7220 0500
Finance
Simon Starr - broking www.finncap.com
Media enquiries
Hudson Sandler
Charlie Jack Tel: +44 (0) 20 7796 4133
www.hudsonsandler.com
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 GBP1.67
million*
Number of New Ordinary Shares as a percentage of the 33.5 per
Enlarged Issued Share Capital cent.
Market Capitalisation of the Company at Admission GBP4.2 million
at the Issue Price
* Includes the Placing, Subscription and the Standby Loan
Facility. The Subscription includes GBP256,500 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 10.00 a.m. on 22 December 2011
of Forms of Proxy for the General
Meeting
Date and time of the General 10.00 a.m. on 28 December 2011
Meeting
Admission and commencement of 8.00 a.m. on 29 December 2011
dealings in the First Admission
Shares
CREST accounts credited with 8.00 a.m. on 29 December 2011
First Admission Shares (where
applicable)
Admission and commencement of 8.00 a.m. on 4 January 2012
dealings in Second Admission
Shares
CREST accounts credited with 8.00 a.m. on 4 January 2012
Second Admission Shares (where
applicable
Despatch of definitive share by 27 January 2012
certificates for new Ordinary
Shares (where applicable)
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBGBDDLBGBGBC
Hightex (LSE:HTIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hightex (LSE:HTIG)
Historical Stock Chart
From Jul 2023 to Jul 2024
