TIDMSEV
RNS Number : 1855E
SerVision plc
02 November 2015
2 November 2015
SerVision plc
("SerVision" or the "Company")
Notice of General Meeting
SerVision plc (AIM: SEV), the AIM quoted developer and
manufacturer of digital security systems, announces that, further
to the announcement released by the Company on 25 September 2015,
the Company will today post to shareholders a notice convening a
general meeting of the Company (the "General Meeting") which is to
be held at 3:00 p.m. on 26 November 2015 at the offices of Adams
& Remers LLP, Dukes Court, 32 Duke Street, St James's, London,
SW1Y 6DF.
The notice of General Meeting and a form of proxy will be
available shortly to download from the Company's website at
www.servision.net.
Edited extracts from the notice of General Meeting are included
below. The same definitions apply throughout this announcement as
are applied in the circular.
For further information please contact:
SerVision plc +972 2535 0000
Gidon Tahan, Chairman and CEO
Allenby Capital Limited (Nominated +44 (0)20 3328
Adviser and Joint Broker) 5656
Nick Athanas / James Reeve
Beaufort Securities Limited (Joint
Broker)
+44 (0)20 7382
Jon Levinson / Elliot Hance 8300
Cadogan Leander (Financial PR)
+44 (0)7795 168
Christian Taylor-Wilkinson 157
Notes to Editors
SerVision is a pioneer in the field of security communications
technology and a leading developer and manufacturer of fully
integrated video recording and transmission systems for homeland
security and transportation applications. The Company's core
technology is proprietary video compression which is optimised for
streaming real-time video over any type of cellular or narrowband
network.
1. Placing and Subscription
The Board of SerVision announced on 25 September 2015 a capital
raising of GBP797,684 (before expenses) to be used by the Company
to satisfy the Company's existing order book and for general
working capital purposes. This is being effected by means of a
placing of 22,790,972 new ordinary shares of 1 pence each
("Ordinary Shares") in the Company (the "Placing Shares") at a
price of 3.5 pence ("Placing Price") per Placing Share (the
"Placing").
A total of GBP617,584, representing the issue of 17,645,258 of
the Placing Shares to new and existing investors (the "Firm Placing
Shares"), was raised pursuant to the Company's existing share
authorities. The Firm Placing Shares were admitted to trading on
the AIM market of the London Stock Exchange on 1 October 2015.
The balance of GBP180,100, representing the issue of 5,145,714
of the Placing Shares (the "Conditional Placing Shares"), is
conditional upon shareholder approval through the passing of
certain resolutions (the "Resolutions") to be proposed at a general
meeting of the Company to be held at the offices of Adams &
Remers LLP, Dukes Court, 32 Duke Street, St James's, London, SW1Y
6DF on 26 November 2015 at 3.00 pm (the "General Meeting") and
Admission.
Subsequent to the announcement of the Placing the Company has
raised an additional sum of GBP451,435 by way of a subscription
("Subscription") for Ordinary Shares from certain existing
shareholders of the Company at the Placing Price which will be
satisfied by the issue of an additional 12,898,142 new Ordinary
Shares ("Subscription Shares"). The issue of the Subscription
Shares is also conditional upon shareholder approval at the General
Meeting.
Subject to the passing of the Resolutions, it is expected that
Admission will become effective and that dealings in the
Conditional Placing Shares and the Subscription Shares will
commence on 27 November 2015.
The Conditional Placing Shares and the Subscription Shares will
be equivalent to approximately 14.2 per cent. of the enlarged
issued share capital of SerVision following Admission and the
Placing Price represented a 24.3 per cent. discount to the
Company's closing mid-market price of 4.625 pence on 24 September
2015, being the last practicable date prior to the announcement of
the Placing on 25 September 2015, and a 27.2 per cent. premium to
the Company's closing mid-market price of 2.75 pence on 29 October
2015, being the last practicable date prior to the dispatch of this
Circular on 2 November 2015.
The issue of the Conditional Placing Shares and the Subscription
Shares are conditional upon the passing of the Resolutions by
shareholders at the General Meeting to authorise the allotment of
the Conditional Placing Shares and the Subscription Shares and to
approve the disapplication of pre-emption rights to enable the
Board of SerVision to allot the Conditional Placing Shares and the
Subscription Shares. The Board has convened the General Meeting at
which shareholders in SerVision will be asked to consider and, if
thought fit, pass the Resolutions.
Application will be made shortly to the London Stock Exchange
for the Conditional Placing Shares and the Subscription Shares to
be admitted to trading on AIM. It is expected that, following the
passing of the Resolutions at the General Meeting, dealings in the
Conditional Placing Shares and the Subscription Shares will
commence on or around 27 November 2015. Subject to the passing of
the Resolutions and Admission becoming effective on or around 27
November 2015, the Conditional Placing Shares and the Subscription
Shares will rank pari passu with the existing issued ordinary share
capital of SerVision.
The purpose of the circular is to provide you with information
about the Placing and the Subscription to explain why the Directors
consider the passing of the Resolutions to enable the issue of the
Conditional Placing Shares and the Subscription Shares to occur to
be in the best interests of the Company and the shareholders of the
Company and why the Board of SerVision unanimously recommend that
you vote in favour of the Resolutions to be proposed at the General
Meeting, notice of which is set out at the end of the circular.
2. Background to the Placing and the Subscription and use of proceeds
The Board of SerVision believed that there was an opportunity to
raise funds from a small number of investors and therefore decided
to effect the fundraising by way of the Placing and the
Subscription following a limited and targeted marketing exercise,
rather than by offering all shareholders in the Company the
opportunity to acquire further shares. The Board of SerVision
believed that the additional cost and delay which would have been
incurred in connection with any such offer would not have been in
the best interests of the Company. The net proceeds of the Placing
and the Subscription are being put towards the general working
capital requirements of the Company and to satisfy the Company's
existing order book.
3. General Meeting and action to be taken
Set out at the end of the circular is a notice of General
Meeting which is to be held at 3.00 pm on 26 November 2015 at the
offices of Adams & Remers LLP, Dukes Court, 32 Duke Street, St
James's, London, SW1Y 6DF at which the Resolutions will be put to
shareholders.
Shareholders will find enclosed with the circular a form of
proxy for use at the General Meeting. The form of proxy should be
completed and returned in accordance with the instructions printed
thereon so as to arrive at the Company's Registrars, Capita Asset
Services, as soon as possible and not later than 3.00 pm on 24
November 2015. Completion and return of the form of proxy will not
prevent shareholders from attending and voting at the General
Meeting should they so wish.
Information relating to the Resolutions
Resolution 1
Resolution 1 is an ordinary resolution and authorises the
Directors, pursuant to section 551 of the Companies Act 2006, to
allot shares in the Company or grant rights to subscribe for or to
convert any security into shares in the Company up to a nominal
value of GBP603,111, which represents such an amount to authorise
the Company to allot the Conditional Placing Shares and the
Subscription Shares and an amount equivalent to one third of the
nominal value of the issued share capital as enlarged by the
Placing and the Subscription without the need to call a further
General Meeting. This authority will terminate on the earlier of 15
months after the date that this resolution is passed and the
conclusion of the 2016 Annual General Meeting of the Company.
Resolution 2
Resolution 2, which is conditional upon resolution 1 being
passed, disapplies the statutory pre-emption rights contained in
section 561 of the Companies Act 2006 in respect of Ordinary Shares
up to a nominal value of GBP51,457.14, which represents the
Conditional Placing Shares. This authority will terminate on the
earlier of 15 months after the date that this resolution is passed
and the conclusion of the 2016 Annual General Meeting of the
Company.
Resolution 3
Resolution 3, which is conditional upon resolution 1 being
passed, disapplies the statutory pre-emption rights contained in
section 561 of the Companies Act 2006 in respect of ordinary shares
up to a nominal value of GBP128,981.42, which represents the
Subscription Shares. This authority will terminate on the earlier
of 15 months after the date that this resolution is passed and the
conclusion of the 2016 Annual General Meeting of the Company.
Resolution 4
Resolution 4, which is conditional upon resolution 1 being
passed, disapplies the statutory pre-emption rights in section 561
of the Companies Act 2006 in respect of equity securities up to a
nominal value of GBP253,603, which represent 20 per cent. of the
issued share capital of the Company, as enlarged by the Conditional
Placing Shares and the Subscription Shares, without the need to
call a further General Meeting. This authority will terminate on
the earlier of 15 months after the date that this resolution is
passed and the conclusion of the 2016 Annual General Meeting of the
Company.
4. Related Party Transaction
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