Result of AGM and completion of fundraising
September 09 2010 - 9:50AM
UK Regulatory
TIDMSTBR
RNS Number : 4502S
Southern Bear PLC
09 September 2010
9 September 2010
Southern Bear plc
("Southern Bear" or the "Company")
as of 10 September 2010 the Company will trade under its new name of Environ
Group (Investments) plc (AIM: EVN)
Result of AGM and completion of fundraising
Southern Bear plc,the AIM quoted support services and fire prevention
specialists, announces that at the Annual General Meeting of the Company (the
"AGM") held earlier today all of the resolutions set out in the notice of that
meeting were duly passed.
Defined terms used below shall, unless the context otherwise requires, have the
same meaning given in the circular ("Circular") to shareholders of the Company
dated 16 August 2010.
As a result the Company has now
- completed the Placing, Open Offer and Subscription (conditional only on
Admission) to raise GBP3.6 million gross which will be used to repay the loan
provided by Mr. Wray, pay costs and expenses of the Group in connection with the
Proposals and provide additional working capital
- carried out the Share Capital Reorganisation (which has the effect that for
every 40 ordinary shares of 0.5p each previously held in the Company,
Shareholders will now have 1 new ordinary share of 1p in the Company and 1
deferred share of 19p in the capital of the Company)
- issued and allotted the Deferred Consideration Shares (conditional on
Admission)
- changed the name of the Company to Environ Group (Investments) plc. The
Company will begin trading under its new name of Environ Group (Investments) plc
(AIM: EVN) tomorrow morning.
The board are delighted to announce that nearly 3 times the amount of Offer
Shares available were applied for. As a result, the excess applications were
scaled back on the following basis: Only those persons who applied for one
million or more Offer Shares by way of excess application would receive
approximately one third of such excess applications.
As a result of the Proposals, the Company has issued 116,156,302 New Ordinary
Shares. Application has been made to have these shares admitted to trading on
AIM. Admission is expected to take place, and dealings are expected to commence,
on 10 September 2010.
In addition, in order to comply with s.656 of the Companies Act 2006, the board
and shareholders considered what steps should be taken to deal with the fact
that the Company's net assets are less than half its called up share capital.
Mark Sims, Chief Executive Officer, commented:
"We are delighted at the level of support shown by our Shareholders in the Open
Offer and we believe that Southern Bear now has a solid foundation from which to
grow. We plan to use the funds raised to clear our outstanding debt, leaving the
Group debt free and cash generative. By focusing on the legislation-led support
services and fire protection sectors we believe that Southern Bear should be
relatively immune from any extreme risk from public spending cuts and well
placed to take advantage of any opportunities that may arise.
"We will also ensure that shareholder and management interests are aligned with
the management of each division significantly invested in the Group, creating a
structure that encourages strong profit growth and entrepreneurial business. We
look forward to the future with confidence.
"As stated in the Circular, it is the Board's intention to adopt incentive
scheme arrangements to allow certain members of the Board to be granted awards
by way of new ordinary shares dependent on levels of profit before tax achieved
by their respective businesses. Specific financial hurdles and other conditions
relating to such share awards, which would be operated through and on the
recommendation of the Group's remuneration committee, are currently still under
discussion and details of such a scheme will be announced upon finalisation or
adoption of the incentive scheme by the Company."
Shareholding disclosures
The table below sets out the New Ordinary Shares taken up by the directors under
the Proposals and their current interests in the share capital of the Company:
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Name | Shares | Shares | Shares | Shares | Total | Total | Number | Convertible |
| | taken | taken | taken | taken | holding | holding | of | loan notes |
| | up in | up in | up as | as | post | post | Warrants | held (as if |
| | the | the | part of | deferred | Proposals | Proposals | held | converted |
| | Open | Placing | the | consideration | | (%) | | into |
| | Offer | | Subscription | | | | | Ordinary |
| | | | | | | | | Shares) |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Nigel | - | 50,000,259 | - | - | 53,019,081 | 38.7 | - | 3,345,238 |
| Wray | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Steve | - | - | 7,500,000 | 5,000,000 | 13,839,053 | 10.0 | 4,000,000 | 119,048 |
| Hancock | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Mark Sims | - | - | 7,500,000 | 5,000,000 | 14,080,078 | 10.3 | 4,000,000 | 119,048 |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Paul | - | - | - | 3,750,000 | 5,000,000 | 6.0 | - | 119,048 |
| Richardson | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Janet | - | - | - | 3,750,000 | 5,000,000 | 6.0 | - | 83,333 |
| Domin | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Chris | - | - | - | 3,750,000 | 5,028,151 | 3.7 | - | - |
| Arnott | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Neil | - | - | - | 3,750,000 | 5,378,151 | 3.9 | - | - |
| Chapman | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
| Michael | - | - | 500,000 | - | 500,000 | 0.4 | - | - |
| Clough | | | | | | | | |
+------------+--------+------------+--------------+---------------+------------+-----------+-----------+-------------+
As shown above, following the Proposals Mr. Wray's total shareholding in the
Company is 53,019,081 Ordinary Shares which represents 38.7 per cent. of the
Company's share capital. As Mr. Wray now holds more than 30 per cent. of the
Company's voting share capital but not more than 50 per cent. of the Company's
voting share capital any further increase in his shareholdings is subject to the
provisions of Rule 9 of the Takeover Code.
Total voting rights
The total issued share capital now comprises 137,131,043 Ordinary Shares. There
are no shares in treasury and there is no other class of share in issue which
has voting rights. Consequently the Company's total number of voting rights is
137,131,043 and this figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in the Company, under the
FSA's Disclosure and Transparency Rules.
Definitions used in this announcement are as set out in the circular to
shareholders which was posted to shareholders on 16 August 2010 and is available
on the Group's website www.southernbeargroup.com.
For further information, please contact:
Environ Group (Investments) plc
Mark Sims - Chief Executive Officer
Tel: +44 (0) 01782 826939
Nominated Adviser:
Grant Thornton Corporate Finance
Gerry Beaney/Fiona Kindness/Adam Suggett
Tel: +44 (0) 20 7383 5100
Broker:
Seymour Pierce
Jeremy Stephenson
Tel: +44 (0) 20 7107 8000
Financial PR:
Bishopsgate Communications
Gemma O'Hara/Siobhra Murphy
Tel: +44 (0)20 7562 3358
This information is provided by RNS
The company news service from the London Stock Exchange
END
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