Released: 04/04/2007
RNS Number:4378U
Spiritel PLC
04 April 2007
For release: 4 April 2007
SPIRITEL PLC
("Spiritel" or "the Company")
Convertible Equity Facility
Spiritel plc (AIM: STP), the telecommunications services business, is pleased to
announce that it has agreed, subject to the approval of the Company's
independent shareholders, 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, loan notes and loans.
Preference shares
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 2p per ordinary share and any further conversion being
effected at the lower of 10 per cent. below the then current middle market price
and the then most recent subscription price, subject to a minimum of 3p per
ordinary share.
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.
Convertible loan notes
It is proposed that convertible loan notes with an aggregate value of £350,000
that are convertible into ordinary shares of 1p each in the Company at a
conversion price of 2.75p per share at any time before 30 June 2007 will have
their conversion price modified to 2.25p per share. This change is conditional
upon shareholder approval of the proposed changes to the Company's Articles.
Loan notes
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.
Loans
Spiritel will seek shareholder approval at the EGM to amend the Company's
Articles in order that loans of £1,650,000 are capable of being converted into
1p ordinary shares at a price of 2.25p per ordinary share. Upon redemption or
conversion of the loans, the Company will pay to Penta a redemption premium of
40% on £1,200,000 of loans and a redemption premium of 25% of £450,000 of loans.
The redemption premium will be paid on the amount redeemed or converted. This
premium may be converted into ordinary shares at the same price used to convert
the loan to which the premium applies.
Conditional upon shareholder approval of the proposed changes to the Company's
Articles, Penta has also waived its right to redemption premiums and interest on
the loans with effect from the dates of the loan agreements.
Takeover Code
Penta is currently the holder of 12.5 percent of the issued ordinary share
capital of the Company and has the right to convert existing debt into ordinary
shares which would give Penta a holding of 29.7 per cent of the then enlarged
issued ordinary share capital of the Company. If Penta were to convert the
preference shares, loan notes or loans 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 ("the 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.
This announcement supercedes the conversion terms announced on 19 July 2006 and
5 July 2006 in respect of the redeemable preference shares and loan notes.
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 we implement our strategy of building
routes to market through acquisition."
For further information please visit www.spiritelplc.com or contact:
Spiritel plc Tavistock Communications
Alastair Mills Simon Hudson
Chief Executive Clemmie Carr
Tel : +44 20 7160 0100 Tel: +44 20 7920 3150
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