Green Compliance PLC : Placing, Open Offer and Notice of GM

Green Compliance PLC

Placing, Open Offer and Notice of GM

RNS Number : 3164V Green Compliance PLC

10 January 2013

10 January 2013
Green Compliance PLC ("Green Compliance" or "the Group")

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF SOUTH AFRICA, REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL

Placing, Open Offer, Capital Reorganisation and Notice of General Meeting
Green Compliance is pleased to announce a Placing and Open Offer to raise up to approximately £2.1 million.
The Company announces that it has conditionally placed 78,823,238 Ordinary Shares at a price of 2p per share in order to raise gross proceeds of approximately £1.6 million which was arranged by N+1 Singer with institutional investors. Placees will also be granted warrants to subscribe for 2 new ordinary shares of 1p each for every share for which they subscribe pursuant to the Placing. In addition the Company announces an Open Offer of Ordinary Shares to its Shareholders on the basis of 7 New Ordinary Shares for every 10
Existing Ordinary Shares held at a at a price of 2p. Should it be fully subscribed, the Open
Offer will generate gross proceeds of approximately £0.5 million to the Company.
The Company's share price has fallen below its nominal value and it is not permitted to issue shares at less than the nominal value. Consequently, the Company is proposing a reorganisiation of its share capital so that every ordinary 50p share is divided into one ordinary share of 1p and 49 deferred shares of 1p each.
The Placing, the Open Offer and the Capital Reorganisation are conditional upon, amongst other things, the passing of Resolutions by the members of the Company at a General Meeting. If the Resolutions are passed, the Ordinary Shares will be allotted immediately after the General Meeting and Admission of the Ordinary Shares is expected to occur at 8.00 a.m. on 28 January 2013. The Placing and Open Offer are not underwritten.
A circular has today been posted to shareholders to explain the background to the Capital Reorganisation, Placing and Open Offer and to set out reasons why the Board believes these to be in the best interests of the Company and its Shareholders and to seek your approval to the Resolutions at the forthcoming General Meeting, which will be held at the offices of N+1
Singer at One Bartholomew Lane, London, EC2N 2AX on 26 January 2013 at 10.00 a.m.
Enquiries:
Green Compliance plc
Bob Holt, Chairman and Chief Executive Tel: [phone]
Richard Hodgson, Finance Director Tel: [phone]
N+1 Singer (Nominated Adviser and Broker)
Andrew Craig / Ben Wright Tel: [phone]
Gable Communications Limited
John Bick/Justine James Tel : [phone] or [phone]
Email: [e-mail]
Introduction
Further to the Company's interim results for the six months ended 30 September 2012 which were announced on 31 December 2012, the Board is pleased to announce a conditional Placing of 78,823,238 new Ordinary Shares at 2 pence each to raise £1.6 million before expenses by means of a placing by N+1 Singer.
In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Offer Price for an aggregate of up to 25,485,548 new Ordinary Shares, to raise approximately £0.51 million, on the basis of 7 new Ordinary Shares for every 10 Existing Ordinary Shares, at 2 pence each, payable in full on acceptance.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the Offer Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group.
The Offer Price is at a discount of 20 per cent. to the closing middle market price of 2.5 pence per Existing Ordinary Share on 9 January 2013 (being the last practicable date before publication of this announcement).
The proposed Offer Price is less than the nominal value of an Existing Ordinary Share. The Company is not permitted under the Act to issue new shares at less than their nominal value so, in order to raise additional funds, the Company needs to reorganise its share capital to reduce the nominal value of its Existing Ordinary Shares.
Reasons for the Placing and Open Offer and Use of Proceeds
The Company has gone through a period of considerable development as each of the main divisions of
Water, Pest and Fire have been built through the acquisition and integration of 16 companies since the
re-admission of the Company's ordinary share capital to trading on AIM in March 2010. The Directors believe that each of the business units has now reached, or is close to reaching, a stage of development which provides it with the critical mass to be a leader in each of the markets served. While this has taken longer than initially expected, the Directors believe that the integration of these businesses is now complete and that the common platform which has been created between them provides the Company with a strong base to continue to develop organically, as it capitalises on the market opportunities which are available to it in the SME markets which it serves. As such the Directors expect to see further cross-selling opportunities and also efficiency gains being made.
While the Company has received the support of equity investment in the past, it has utilised facilities from the Bank over the past 24 months to continue the integration and day to day funding of the business. As those facilities are now fully drawn, the Directors believe that recapitalising the business now will allow it to avoid the worst effects of counter-party risk, such as contracts not being awarded due to the financial position of the business, that it would otherwise suffer. It will also allow the Directors, and the key management and staff within the core business lines to focus on growing the business for the benefit of all stakeholders.
The proceeds of the Placing and the Open Offer will be used to provide additional working capital
facilities to drive the cross selling agenda that the Directors believe is available to the
business.
The Company currently has in place a £7.5 million revolving credit facility (drawn to £7.4m) and a £1.65 million overdraft facility, the drawn element of which fluctuates with the working capital cycle of the business, with the Bank. Conditional on Admission, the Bank has agreed in principle to convert the drawn overdraft facility into the revolving credit facility such that the Company will have one term loan of up to £9.0 million outstanding with the Bank, covenants in relation to which and the terms of which will be completed during the first half of 2013. Until such time as these new facilities are in place, no covenant tests will take place; and that the net proceeds of the Placing will be available to the Company for working capital purposes, subject to the Company maintaining a minimum cash balance of
£0.5 million at all times.
Should the Placing and the Open Offer not proceed, the Directors believe this will place the
Company in
a position of significant uncertainty and the Company's status as a going concern will require review.
Board Changes
On 7 January 2013, it was announced that Bob Holt has been appointed Chief Executive. The Board has agreed terms with John Prowse, Chief Executive, whereby he has agreed to leave the Company with immediate effect. Under his agreed severance package, the Company will only pay the amount due to him under his contract of employment and separately a further sum toward his legal costs and compensation for loss of employment; these further amounts do not exceed £2,000 plus VAT.
Mr. Holt has agreed to continue to be remunerated on the same terms on which he is currently appointed as Non-Executive Chairman. The remuneration committee will review Mr. Holt's remuneration after a period of six months.
The Placing
The Company has conditionally raised £1.6 million before expenses by means of the Placing of 78,823,238 new Ordinary Shares at the Offer Price to the Placees.
The Placing is conditional, inter alia, upon: (i) the passing of all of the Resolutions;
(ii) there being no breach of warranty in the Placing Agreement prior to Admission (which is material in the context of the Placing);
(iii) the performance by the Company of its obligations under the Placing Agreement and/or other terms of or conditions to the Placing prior to Admission; and
(iv) Admission becoming effective by no later than 8.00 a.m. on 28 January 2013 or such later time and/or date (being no later than 8.00 a.m. on 11 February 2013) as N+1 Singer and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to them (at the Placees' risk and without interest) as soon as possible thereafter.
The Placing Shares are not subject to a clawback arrangement and are not part of the Open Offer. The Placing Shares (and the Offer Shares) will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
In addition each Placee will be issued pursuant to the Warrant Instrument a warrant to subscribe for two Ordinary Shares at the Offer Price for every one Placing Share subscribed for. The Warrants can be
exercised at any time from Admission up to the fifth anniversary of Admission.
Application will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 28 January 2013 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.
The Placing Agreement
Under the Placing Agreement, N+1 Singer has agreed, conditional on the satisfaction of the conditions referred to above, to act as placing agent to the Company and to procure subscribers for the Placing Shares at the Offer Price, on a reasonable efforts basis. The Placing has not been underwritten.
The Placing Agreement contains certain warranties from the Company in favour of N+1 Singer in relation to, inter alia, the accuracy of the information contained in the circular and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to N+1 Singer and has agreed to indemnify N+1 Singer in relation to certain liabilities it may incur in respect of the Placing. N+1 Singer has the right to terminate
the Placing Agreement in certain circumstances prior to Admission including, inter alia, (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group or (ii) in the event of a breach of the warranties or other obligations of the Company under the Placing Agreement.
Under the Placing Agreement the Company has agreed to pay N+1 Singer a corporate finance fee and all other costs and expenses of N+1 Singer incurred in connection with the Fundraising.
The Open Offer
The Company is proposing to raise approximately £2.1 million before expenses through the issue of 104,308,786 new Ordinary Shares, of which approximately £1.6 million will be raised from the Placing, and approximately £0.5 million will be raised from the Open Offer.
The Board considers it important that Qualifying Shareholders have the opportunity to participate in the
fundraising, and the Directors have concluded that the Open Offer is the most suitable option available
to the Company and its Shareholders.
A total of 25,485,548 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Offer Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders, who take up their Basic Entitlement in full, under the Excess Application Facility. The balance of any Offer Shares not subscribed for under the Excess Application Facility will not be available to Placees under the Placing. The aggregate number of Offer Shares available for subscription pursuant to the Open Offer will not exceed 25,485,548 Ordinary Shares. The Open Offer has not been underwritten. Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:
7 Offer Shares for every 10 Existing Ordinary Shares
and so in proportion for any greater or lesser number of Existing Ordinary Shares held on the Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Basic Entitlement up to a maximum number of Offer Shares equal to the total number of Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.
Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer.
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. The principal conditions to the Open Offer are the same as those that apply to the Placing.
The Capital Reorganisation
The Offer Price represents a discount to the current 50p nominal value of an Existing Ordinary Share. However, the Act prohibits the issue of shares at a price below their nominal value and, accordingly, a share capital reorganisation will be necessary in order to undertake the Placing and Open Offer. It is therefore proposed to reorganise the share capital of the Company by subdividing each issued Existing Ordinary Share into one Ordinary Share of 1p and 49 Deferred Shares of 1p each.
Save for the dilution which will result from the issue of the New Ordinary Shares, the interests of the existing Shareholders (both in terms of their economic interest and voting rights) will not be diluted by the implementation of the Capital Reorganisation. The Ordinary Shares will have the same rights (including voting and dividend rights) as each Existing Ordinary Share has at present. No new share certificates will be issued in respect of the Ordinary Shares and share certificates in respect of Existing Ordinary Shares will be valid and will continue to be accepted as evidence of title for the Ordinary Shares. The ISIN and SEDOL numbers for the Ordinary Shares will be the same as for the Existing Ordinary Shares.
The Deferred Shares carry minimal rights thereby rendering them effectively valueless. The rights attaching to the Deferred Shares can be summarised as follows:
(i) the holders thereof do not have any right to participate in the profits or income or reserves of
the Company;
(ii) on a return of capital on a winding up the holders thereof will only be entitled to an amount equal
to the nominal value of the Deferred Shares but only after the holders of Ordinary Shares have
received £10,000 in respect of each Ordinary Share;
(iii) the holders thereof have no right to receive notice of or attend or vote at any general meeting of the
Company; and
(iv) the Company may acquire the Deferred Shares for a nominal consideration at any time.
No application will be made to the London Stock Exchange for the Deferred Shares to be admitted to
trading on AIM or any other stock exchange. No share certificates will be issued for any
Deferred Shares.
There are no immediate plans to purchase or to cancel the Deferred Shares, although the
Directors propose to keep the situation under review.
Related Party Transactions and Directors' Shareholdings
Bob Holt, Richard Hodgson, Reg Pomphrett and John Charlton, executive directors of the Company, have all conditionally agreed to subscribe for Placing Shares pursuant to the Placing. In addition, ISIS Equity Partners LLP, Cazenove Capital Management and Legal & General Investment Management Limited (UK), substantial shareholders in the Company (as
defined by the AIM Rules for Companies), have also conditionally agreed to subscribe for
Placing Shares pursuant to the Placing. Further details are set out below:

Holding prior to the Placing and

Open Offer

Proposed participation in the Placing and Open Offer

Holding subsequent to the Placing and assuming the

Open Offer is taken up in full

Name

John Charlton	69,610	0.19%	211,971	625,000	48,727	743,337	0.53%		211,971
								1,250,000
Richard	62,083	0.17%	478,344	625,000	43,458	730,541	0.52%		478,344
Hodgson								1,250,000
Bob Holt	41,065	0.11%	617,475	1,500,000	28,746	1,569,811	1.12%		617,475
								3,000,000
Reg	12,300	0.03%	Nil	1,250,000	8,610	1,270,910	0.90%		Nil
Pomphrett*								2,500,000

* Mr. Pomphrett's interest is held in his wifes name, Mrs. N A Pomphrett.

The conditional agreements entered into by Bob Holt, Reg Pomphrett, ISIS Equity Partners LLP, Cazenove Capital Management and Legal & General Investment Management Limited (UK) to subscribe for Placing Shares and the subsequent granting of Warrants as a result of their participation in the Placing are classified as related party transactions for the purposes of the AIM Rules. The Independent Director considers, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of Bob Holt's, Reg Pomphrett's, ISIS Equity Partners LLP's, Cazenove Capital Management's and Legal & General Investment Management Limited (UK)'s participation in the Placing and the subsequent granting of Warrants as a result of their participation in the Placing to be fair and reasonable insofar as Shareholders are concerned. In providing advice to the Independent Director, N+1 Singer has taken into account the commercial assessment of the Independent Director.
Admission and Dealings
Application will be made to the London Stock Exchange for the Ordinary Shares and the New Ordinary Shares to be admitted to trading on AIM. Both the Placing Shares and Offer Shares, when issued, will rank pari passu in all respects with the Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. It is expected that Admission will become effective, and that dealings in the Ordinary Shares on AIM will commence at 8.00 a.m. on 28 January 2013.
General Meeting
A notice of General Meeting to be held at the offices of N+1 Singer, One Bartholomew Lane, London,
EC2N 2AX at 10.00 a.m. on 26 January 2013.
The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to, inter alia, allot the New Ordinary Shares at the General Meeting.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions and to take up their Basic Entitlement under the Open Offer in full from certain of the Directors, who in aggregate have a beneficial interest in respect of 191,724 Existing Ordinary Shares, representing 0.53 per cent. of the Existing Ordinary Share capital. In addition the Company has received irrevocable undertakings from Directors to subscribe for their Basic Entitlements under the Open Offer, representing 185,058 Offer Shares, representing 0.51 per cent. of the Existing Ordinary Share capital.
Importance of the Vote
The Placing and Open Offer are conditional, inter alia, upon the passing of all of the
Resolutions at the
General Meeting.
Shareholders should be aware that if any of the Resolutions are not approved at the General Meeting, the Placing and the Open Offer will not proceed and the Company will not have sufficient working capital to fund its operations. Furthermore, in the absence of immediate alternative additional funding, the Company could become insolvent imminently, potentially leading to the total loss of shareholder value.
Recommendation
The Directors believe that the Resolutions are in the best interests of the Company and its Shareholders as a whole and recommend Shareholders to vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings of 191,724 Existing Ordinary Shares, equivalent to approximately 0.53 per cent. of the Existing Ordinary Share capital of the Company.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Act" Companies Act 2006 (as amended)

"Admission" the admission of the Offer Shares subscribed for by Qualifying Shareholders and the Placing Shares to trading on AIM

"AIM" the AIM market operated by London Stock Exchange

"AIM Rules for Companies" the AIM Rules for Companies and guidance notes as published by the London Stock Exchange from time to time

"Articles" the Articles of Association of the Company for the time being

"Application Form" the application form to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer

''Australia'' the Commonwealth of Australia, its states, territories and possessions

"Bank" HSBC Bank plc

"Basic Entitlement" the entitlement of Qualifying Shareholders to subscribe for Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer

"Board" or "Directors" the directors of the Company

"Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof

"Capital Reorganisation" the subdivision of each Existing Ordinary Share into one new

Ordinary Share and 49 Deferred Shares to be approved at the General Meeting

"certificated form" or "in certificated form"an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST)

"Company" or "Green Compliance" Green Compliance PLC

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which

Euroclear is the operator (as defined in the CREST Regulations)

"CREST Regulations" the Uncertified Securities Regulations 2001 (SI 2001 No. 3755), as amended

"Deferred Shares" the deferred shares of 1 pence each in the capital of the Company

"Enlarged Share Capital" the entire issued share capital of the Company on Admission following completion of the Capital Reorganisation, Placing and Open Offer

"EU" the European Union

"Euroclear" Euroclear UK & Ireland Limited

"Excess Application Facility" the mechanism whereby a Qualifying Shareholder can apply for

Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement,

subject always to the 29.9 per cent. Aggregate Limit

"Excess CREST Open Offer Entitlements" the Excess Shares which Qualifying CREST Shareholders subscribe for above their Basic Entitlement under the Excess Application Facility

"Excess Shares" Offer Shares applied for by Qualifying Shareholders under the Excess

Application Facility

"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 11 January 2013

"Existing Ordinary Shares" the ordinary shares of 50 pence each in the capital of the

Company

in issue on the date of this announcement

"Form of Proxy" the form of proxy for use in relation to the General Meeting enclosed with the circular

"FSA" the Financial Services Authority of the UK

"FSMA" Financial Services and Market Act 2000 (as amended) "Fundraising" the Placing and the Open Offer

"General Meeting" the General Meeting of the Company, convened for 10.00am on 26

January 2013 or at any adjournment thereof, notice of which is set out at the end of the circular

"Group" Green Compliance PLC and its subsidiaries "HMRC" Her Majesty's Revenue and Customs "Independent Director" Edward Brown

"Japan" Japan, its cities and prefectures, territories and possessions

"London Stock Exchange" London Stock Exchange plc

"New Ordinary Shares" the Placing Shares and the Offer Shares

"Notice of General Meeting" the notice convening the General Meeting as set out herein

"N+1 Singer" Nplus1 Singer Advisory LLP "Offer Price" 2 pence per New Ordinary Share

"Offer Shares" the 25,485,548 Ordinary Shares being made available to Qualifying

Shareholders pursuant to the Open Offer

"Open Offer" the conditional invitation made to Qualifying Shareholders to apply to subscribe for the Offer Shares at the Offer Price

"Ordinary Shares" ordinary shares of 1 pence each in the capital of the Company following the completion of the Capital Reorganisation

"Overseas Shareholders" a Shareholder with a registered address outside the United Kingdom

"Placees" subscribers for Placing Shares

"Placing" the placing by the Company of the Placing Shares with certain investors and existing Shareholders (or their associated investment vehicles, otherwise than on a pre- emptive basis, at the Offer Price

"Placing Agreement" the agreement entered into between the Company, the Directors and

N+1 Singer in respect of the Placing dated 10 January 2013

"Placing Shares" the 78,823,238 Ordinary Shares the subject of the Placing

"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in a CREST account

"Qualifying Non-CREST Shareholders"Qualifying Shareholders holding Existing Ordinary

Shares in certificated form

"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction)

"Record Date" 5.00 p.m. on 7 January 2013 in respect of the entitlements of Qualifying

Shareholders under the Open Offer

"Regulatory Information Service" has the meaning given in the AIM Rules for Companies

"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice of

General Meeting

"Restricted Jurisdiction" the United States, Canada, Australia, South Africa, Japan or the

Republic of Ireland

"Securities Act" US Securities Act of 1933 (as amended) "Shareholders" the holders of

Ordinary Shares

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland

"United States", "United States of America" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction

"Warrants" the warrants to subscribe for Ordinary Shares at the Offer Price pursuant to the

Warrant Instrument to be issued to each Placee

"Warrant Instrument" the instrument setting out the terms of the Warrants

"29.9 per cent. Aggregate Limit" the restriction on the number of Offer Shares that each Qualifying Shareholder may receive under the Open Offer on the basis that no Qualifying Shareholder shall be entitled to receive in excess of such number of Offer Shares as would bring its aggregate interest in the

Company to more than 29.9 per cent of the Enlarged Share Capital.

This information is provided by RNS

The company news service from the London Stock Exchange

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