RNS Number : 6028U
NextGen Group PLC
26 June 2009
NextGen Group plc ('NextGen' or the 'Company')
Fundraising of £770,000 by way of Placing and Loan
NextGen is pleased to announce that it has raised a total of £770,000 by way of a placing of new ordinary shares of 0.1 pence each (the 'Placing Shares') raising £500,000 and a convertible loan in the sum of £270,000. This funding will provide general working capital for the Company, which the Directors believe will be sufficient for its current requirements.
Placing
The Company has placed 500,000,000 ordinary shares of 0.1 pence each (the 'Placing Shares') with an existing shareholder in the Company (the 'Placing'). The Placing Shares are to be issued at 0.1 pence per share to raise £500,000 before expenses.
In addition, for every Placing Share issued pursuant to the Placing, the Company will grant a warrant over 1 ordinary share of 0.1 pence each (the 'Ordinary Shares') with an exercise price of 0.1 pence per share. Accordingly, warrants over 500,000,000 Ordinary Shares will be granted pursuant to the Placing. The Warrants shall be exercisable for 3 years from the date of grant.
Following the Placing, the Company will have in issue 3,046,978,644 Ordinary Shares. The Placing Shares will represent 16.41 per cent of the enlarged issued share capital immediately following the issue of the Placing Shares and will rank pari passu in all respects with the existing Ordinary Shares.
The Placing Shares are being subscribed for by Family Trust Select - FIS - Teilfonds Zeus, a Luxembourg fund managed Family Trust Management S.a.r.l. (the 'Family Trust Select'). On completion of the Placing, Family Trust Select will hold 58.23% of the then issued share capital of the Company and if Family Trust Select was to immediately exercise all of the warrants it holds after the Placing, it would hold 63.1% of the then issued share capital of the Company.
As the Company is not centrally managed and controlled in the UK, Channel Islands or Isle of Man, it is not subject to the City Code on Takeovers and Mergers ('City Code'). Accordingly the Placing is not subject to the City Code. Investors should be aware that they are not afforded the protections of the City Code.
Application has been made for the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange and admission of the shares is expected to be on 3 July 2009. The warrants will not be admitted to trading on AIM. The Placing Shares and any new Ordinary Shares to be issued upon exercise of the warrants will rank pari passu with the existing Ordinary Shares of the Company.
Convertible Loan
The Company has also entered into a convertible loan agreement with Peter Ertel pursuant to which the group is to be provided with a total of £270,000. The terms of the loan include a coupon of 12% pa and the loan is repayable on 7 days' notice. Subject to the necessary resolutions being passed at the Company's 2009 Annual General Meeting to increase its share capital and to obtain the necessary authorities to allot shares, the loan (plus interest) shall be convertible, at the lender's option and within 2 business days following the AGM, into ordinary shares in the Company at a price of 0.1p per share plus one warrant for every share issued, with the warrants being exercisable for 3 years from the date of grant. If the conversion right is not exercised, then the other terms of the loan will continue, unless otherwise agreed between the Company and the lender.
For further details please contact:
Dr Michael Pisano
CEO, NextGen Group PLC
01480 410 850
Jonathan Wright/Nicola Marrin
Seymour Pierce Limited
020 7107 8000
Notes to Editors:
About NextGen Sciences
NextGen Group PLC (LSE:NGG) is a provider of expert systems, services and reagents focused on enabling enhanced access to and understanding of the role of proteins in diagnosis and drug discovery. The expert systems are built out of NextGen's understanding of biological sciences and combine robotics, advanced engineering and rules based software in systems that range from partial to fully automated. NextGen also uses its systems and instruments to provide fee-for-service products under the Brand Name contractexpressTM to the pharmaceutical and biotechnology industry as well as those in academic research.
NextGen Group PLC floated on the AIM market in London in December 2005 raising £2.4 million in an oversubscribed offering which included strong institutional investor support from Germany as well as in the UK. Further details relating to NextGen Group PLC and its products can be found at www.nextgensciences.com
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