Symphony Environmental Tech. PLC
SYMPHONY ENVIRONMENTAL TECHNOLOGIES PLC
("Symphony" or the "Company")
Equity Placing raises £1.280 million and conditionally raises a further £0.295 million, grant of 6.7 million Warrants
Director's Purchase of Shares
Proposed new Non-Executive Director and Notice of General Meeting
Symphony Environmental Technologies Plc (AIM: SYM), global specialists in "making plastic smarter", with d2w biodegradable, d2p anti-microbial and d2t anti-counterfeiting technologies, is pleased to announce the placing of 15,750,000 new ordinary shares of 1p each in the Company ("Ordinary Shares") to Somerston Environmental Technologies Limited ("Somerston"), a subsidiary of the Somerston Group, and Michael Laurier, Chief Executive Officer of Symphony, at a price of 10p per Ordinary Share (the "Placing"). The Placing price represents a premium of approximately 21.2 per cent. against the closing price of the Company's shares at 14 November 2014 and generates gross proceeds of £1,575,000.
Placing and Warrants
The Placing is taking place in two tranches. The first tranche is the issue and allotment of 12,800,000 new Ordinary Shares to Somerston ("First Placing") pursuant to which an application has been made for these shares to be admitted to trading on AIM, expected to become effective on 20 November 2014. The second tranche of 2,950,000 new Ordinary Shares are subject to shareholder approval at a General Meeting of the Company ("Second Placing"). Assuming shareholder approval is obtained, 2,200,000 new Ordinary Shares will be issued to Somerston and 750,000 new Ordinary Shares to Michael Laurier, application being made such that the Second Placing shares are expected to be admitted to trading on AIM effective 22 December 2014.
In addition, 6.7 million warrants have been granted to Somerston (the "Warrants"). The Warrants are exercisable for three years from 14 November 2014 at an exercise price of 15p per Ordinary Share and would generate gross proceeds to the Company of £1,005,000. The issue and allotment of new Ordinary Shares under the Warrant is also conditional upon shareholder approval at the General Meeting.
The funds raised will be used to repay a £500,000 private loan to the Company together with half of a £150,000 loan made to the Company by Michelle Laurier, Michael Laurier's wife. The £75,000 balance of the £150,000 loan by Michelle Laurier is being converted to 750,000 Ordinary Shares to be allotted to Michael Laurier as detailed above. The rest of the funds will be used as working capital for the Group as it continues to develop and market its exciting range of technologies. Except for receivable financing from the Group's main bankers, the resultant debt of the Group will be non-interest bearing.
Somerston Capital Limited (a UK subsidiary of the Somerston Group) Managing Director, Shaun Robinson, said "Symphony has a very exciting range of technologies which will have major social and economic benefits for both developed and developing nations, in particular its antimicrobial range will help to reduce food waste, reduce costs and reduce the usage of artificial preservatives within food. We are really excited to have the opportunity to invest in Symphony and work with the board to more rapidly progress the commercialisation of these technologies."
Michael Laurier, the Chief Executive Officer of Symphony said "We are delighted that the Somerston Group has increased its investment in Symphony, and for the confidence shown in the business. Our "making plastic smarter" range of additives, branded d2w, d2p and d2t are being marketed in more than 90 countries, with legislation in favour of d2w type technology in 15 of them. This important investment will help us to accelerate our global development program."
The beneficial interests of Michael Laurier, Shaun Robinson and Somerston (including connected parties) are detailed in the table below.
|
Shareholding as at 14 November 2014 |
|
Shareholding following First Placing |
|
Shareholding following First Placing and Second Placing |
|
Michael Laurier |
21,821,067 |
16.9% |
21,821,067 |
15.4% |
22,571,067 |
15.6% |
Shaun Robinson (direct holding) |
7,737,888 |
6.0% |
7,737,888 |
5.5% |
7,737,888 |
5.4% |
Somerston (direct holding) |
3,367,058 |
2.6% |
16,167,058 |
11.4% |
18,367,058 |
12.7% |
Beneficial holding of Shaun Robinson* |
7,937,388 |
6.2% |
9,639,788 |
6.8% |
9,932,388 |
6.9% |
Total number of Ordinary Shares |
128,819,377 |
|
141,619,377 |
|
144,569,377 |
|
* Shaun Robinson currently has a 13.3% interest in Somerston which effectively represents 199,500 Ordinary Shares as at 14 November 2014, 1,901,900 Ordinary Shares following the First Placing and 2,194,500 Ordinary Shares following the Second Placing.
The new Ordinary Shares issued pursuant to both the First Placing and Second Placing are conditional upon admission and, in the case of the Second Placing, is also conditional upon shareholder approval.
The new Ordinary Shares and shares exercisable under the Warrant will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other ordinary shares in issue
Appointment of new Non-Executive Director
The Company will also invite Shaun Robinson to join the Board of Symphony immediately after the next General Meeting as a non-executive director. Shaun Robinson, aged 45, is the Managing Director of Somerston Capital Limited, a subsidiary of the Somerston Group.
Shaun Robinson has nearly 20 years corporate finance, restructuring and active asset management experience, focusing on operational real estate with key specialities in hotels and healthcare. A chartered certified accountant, Shaun Robinson joined the Somerston Group in 2004 and is responsible for the group's business development, M&A and tax/corporate structuring. Shaun is also executive director of Richmount Management Limited, Somerston Health, Somerston Hotels and St James's Hotels.
A list of Shaun Robinson's present and past directorships is shown at the end of this document.
The Company confirms that there is no other information which is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies.
Notice of General Meeting
The Company announces that a notice to convene a General Meeting of the Company at 10.00 a.m. on 19 December 2014 at 6 Elstree Gate, Borehamwood, Hertfordshire, WD6 1JD to approve the Second Placing and granting of the Warrants has today been posted to shareholders, together with the circular which sets out further details of the Placing (the "Circular").
Copies of the Circular are also available on the Company's website at www.symphonyenvironmental.com.
Total Voting Rights
Following admission of the First Placing shares on 20 November 2014, the total issued share capital of the Company is 141,619,377 Ordinary Shares. The Company does not hold any shares in treasury and therefore the total number of voting rights in Symphony is 141,619,377 Ordinary Shares.
The above 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 Financial Conduct Authority's Disclosure and Transparency Rules.
For further information, contact:
Symphony Environmental Technologies Plc |
|
Michael Laurier, CEO |
Tel: +44 (0) 20 8207 5900 |
Ian Bristow, FD |
|
|
|
Cantor Fitzgerald Europe |
|
Mark Percy / David Foreman (Corporate Finance) |
Tel: +44 (0) 20 7894 7000 |
David Banks / Paul Jewell (Corporate Broking) |
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About Symphony Environmental Technologies plc
Symphony has developed a range of additives, concentrates and master-batches marketed as d2p which can be incorporated in a wide variety of plastic and non-plastic products and applications so as to give them protection against many different types of bacteria, fungi, algae, mold and insects.
In addition Symphony has developed controlled-life plastic technology which turns ordinary plastic at the end of its service-life into biodegradable materials. It is then no longer a plastic and can be bioassimilated in the open environment in the same way as a leaf. The technology is branded d2w® and appears as a droplet logo on many thousands of tonnes of plastic packaging and other plastic products around the world. In some countries oxo-biodegradable plastic is mandatory. For a video of d2w® plastic degrading see http://degradable.net/play-videos/4.
In addition Symphony has developed the d2Detector®, a portable device which analyses plastics and detects counterfeit products. Symphony's d2t tagging and tracer technology is also available for further security. See www.d2t.net
In addition, Symphony Recycling Technologies ("SRT") is developing innovative and cost-effective recycling systems to convert scrap tyres and other waste-streams into valuable products (http://symphonyrecycling.net )
Symphony has a diverse and growing customer-base and has established itself as an international business with 74 distributors around the world. Products made with Symphony's plastic technologies are now available in 97countries and in many different product applications. Symphony is certified to ISO9001 and ISO14001.
Symphony is a member of The Oxo-biodegradable Plastics Association (www.biodeg.org) (OPA), the Society for the Chemical Industry (UK), and the Pacific Basin Environmental Council. Symphony actively participates in the Committee work of the British Standards Institute (BSI), the American Standards Organisation (ASTM), the European Standards Organisation (CEN), and the International Standards Organisation (ISO).
Further information on the Symphony Group can be found at www.symphonyenvironmental.com.
About Somerston Group
Somerston Group is a privately owned company founded in 1854 as a shipping business which constructed, financed, operated and managed a fleet of merchant vessels in its own right and in partnership with co-investors. In the 1960s, the company began to diversify its interests and, by 1975, the last of the shipping interests had been sold and property investment, land development and resources had become the principal focus. Somerston Group's activities gradually expanded and the group is now engaged in a variety of asset backed investment and development ventures in Europe and North America.
The Somerston Group uses its own substantial capital resources as well as providing opportunities for co-investors and joint venture partners. The group seeks investments offering competitive returns from asset-backed operational businesses in which its intellectual and financial capital can drive income and capital value through development and active asset management. In addition to the Somerston Group's traditional real-estate investment focus including retail, healthcare and hotels, the group also invests in land, natural resources, agriculture, infrastructure and technology based companies.
Unlike many in the private equity sector, the group's capital has a medium to long term time horizon in which to realise returns.
Shaun Robinson directorships
Shaun Robinson is a director of the following companies and has not had any previous directorships in the last five years:
· Somerston Hotels UK Limited · Somerston Hotels Limited · Somerton Hotels (Bath) limited · Somerston Hotels (Bedford) Limited · Somerston Hotels (Borrowings) Limited · Somerston Hotels (Bristol North) Limited · Somerston Hotels (Borrowings) Limited · Somerston Hotels (Cambridge) Limited · Somerston Hotel (Cambridge 2) Limited · Somerston Hotels (Chingford) Limited · Somerston Hotels (Derby) Limited · Somerston Hotels (Edinburgh) Limited · Somerston Hotels (Exeter) Limited · Somerston Hotels (Glasgow Airport) Limited · Somerston Hotels (Glasgow) Limited · Someston Hotels (Greenwich) Limited · Somerston Hotels (Hemel H'stead) Limited · Somerston Hotels (Inverness) Limited · Somerston Hotels (Lincoln) Limited · Somerston Hotel (Liverpool) Limited · Somerston Hotel (Luton Airport) Limited · Somerston Hotels (Oldbury) Limited · Somerston Hotel (Salford Quays) Limited · Somerston Hotel (Stirling) Limited · Somerston Hotel (Stoke on Trent) Limited · Somerston Hotel (Taunton) Limited · Somerston Hotel (Warwick) Limited · Somerston Hotel (York) Limited · Somerston Hotel (Investments) Limited · Somerston Hotel (Properties) Limited · Somerston Hotel (Dartford) (Jersey) Limited · Somerston Hotel (Glasgow Airport) (Jersey) Limited · Somerston Hotel (Leeds) (Jersey) Limited · Somerston Hotel (Newcastle) (Jersey) Limited · Somerston Hotel (Poole) (Jersey) Limited |
· St James's Hotel Group Limited · St James's Hotel Management Limited · St James's Hotel Financing Limited · St James's Hotel Properties Limited · St James's Hotel (Arundel) Limited · St James's Hotel (Bath) Limited · St James's Hotel (Bournmouth) Limited · St James's Hotel (Bristol) Limited · St James's Hotel (Cambridge) Limited · St James's Hotel (Darlington) Limited · St James's Hotel (Portsmouth) Limited · St James's Hotel (Ringwood) Limited · St James's Hotel (Stratford) Limited · St James's Hotel (Winchester) Limited · Amberton Properties Limited · Amberton Properties (Barnsley) Limited · Amberton Properties (Cirencester) Limited · Amberton Properties (Lyndhurst) Limited · Amberton Properties (Oxford) Limited · Amberton Properties (Southampton) Limited · Amberton Properties (Ware) Limited · Somerston Capital Limited · Richmount Management Limited |
