Released: 19/07/2006
RNS Number:4310G
Spiritel PLC
19 July 2006
For immediate release 19 July 2006
SPIRITEL PLC
("Spiritel" or "the Company")
Restructuring of Redeemable Preference Shares and Loan Notes
Spiritel plc (AIM: STP), the telecommunications services business, is pleased to
announce that it has agreed in principle with Penta Capital Partners Limited, as
the investment manager of Penta Fund 1 Limited Partnership and Penta Fund 1 SP
Limited Partnership (together "Penta"), the holders of the Company's redeemable
preference shares and the Company's outstanding loan notes, to modify the terms
attaching to the redeemable preference shares and loan notes.
A total of £4.1 million of redeemable preference shares are currently
outstanding. Spiritel will seek shareholder approval at an extraordinary general
meeting (the "EGM") to amend the Company's Articles in order that the redeemable
preference shares become convertible into ordinary shares of 1p each, with up to
£1,000,000 nominal value of the redeemable preference shares capable of being
converted at a price of 2.5p per ordinary share and any further conversion being
effected at the higher of 4.25p per ordinary share and a price per share of 20
per cent. below the then current middle market price.
The Articles will be further modified to remove Penta's right to any fixed
dividend in respect of the redeemable preference shares, which currently carry
an 8% coupon. Upon redemption or conversion of the redeemable preference shares,
the Company will pay to Penta a redemption premium of 25% of the amount redeemed
or converted. This premium may be converted into ordinary shares at the same
price used to convert the redeemable preference shares to which the premium
applies.
Penta is currently interested in approximately 23.8 per cent. of the issued
ordinary share capital of the Company. If Penta were to convert the preference
shares on the terms of the proposal described above (the "Proposal"), it would
trigger a mandatory offer for the Company under the Takeover Code.
Implementation of the Proposal will therefore be conditional on the grant of a
waiver by the Panel on Takeovers and Mergers ("Panel") from the obligation that
might otherwise arise for Penta to make a mandatory offer for all of the
Company's ordinary shares not already owned by Penta (a "Code Whitewash"). The
grant of a Code Whitewash by the Panel will require, inter alia, the approval of
the Proposal by independent shareholders at the EGM.
It is also proposed that the Company will pay to Penta a redemption premium of
35% of the nominal amount of any loan notes redeemed. Loan notes of £500,000 are
currently outstanding. Conditional upon shareholder approval of the proposed
changes to the Company's Articles, Penta has also waived its right to interest
on the loan notes with effect from 1 May 2005.
Alastair Mills, Spiritel's Chief Executive, commented: "I am delighted by this
debt restructuring which both strengthens our balance sheet and, given the
convertible element to the restructuring, highlights Penta's confidence in the
prospects for the Company's shares as the migration from fixed line to VoIP
telephony gains pace."
For further information:
Spiritel plc 020 7160 0100
Alastair Mills, Chief Executive
Teather & Greenwood 020 7426 9000
Jeff Keating
Buchanan Communications 020 7466 5000
Mark Court
Mary-Jane Johnson
Notes for Editors:
About Spiritel plc
Spiritel plc (AIM: STP) is a telecommunications services and products company
that joined the AIM market of the London Stock Exchange in July 2004. Its
services include call termination and in addition it has developed a suite of
leading-edge VoIP products, positioning the Company to benefit from the
migration from traditional telephony to VoIP services.
For further information please visit www.spiritelplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
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