(“Wheelsure” or the “Company”)
Proposed Open Offer to raise up to £291,102 at a price of 1p per Open
The text below has been extracted from the letter from the Chairman of
In my statement contained within the Annual Report and Accounts sent to Shareholders on
The purpose of this letter is to provide you with further information on the Proposals and to seek your support for them.
Reasons for the Open Offer
The Company’s results for the year ended
As set out further in the “Current Trading” section below, your Board believes however that progress is being made and, as a number of vitally important trials are coming to an end, your Board is more than ever convinced that the larger orders will start to materialise in the short term.
In the opinion of the Directors net proceeds of £250,000 are required to give the Company sufficient working capital for the next twelve months. The surplus being sought in excess of the Company’s working capital requirement would enable the Company to maintain its existing close relationships with potential customers, further develop both existing and new partners in
In line with the comments made in our announcement of the final results for the year ended
The improvement in turnover for the year ended
In association with our new distribution partner, Tracksure is now working on a three to six month project with two major rail contractors at the instigation of
After the conclusion of a years’ trial in
Following previous trials with the
Following attendance at a recent exhibition in
Our future partner, LB Foster Company, is investing a significant amount of time and effort to promote the product throughout the industry and has now placed its first orders with our supplier to satisfy demand from a major North American railroad operator for the installation of Tracksure in its diamond crossings. The Directors believe that this operator purchases over 11,000 bolts annually for this application and they anticipate that an order will be received in the near future for up to 25% of this maintenance requirement. The Directors have also been advised that further orders are pending and that there are opportunities for different rail applications. In addition, the Directors are expecting approval from the
The Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 29,110,206 Open Offer Shares on the basis of 3 Open Offer Shares for every 10 Ordinary Shares held on the Record Date.
Qualifying Shareholders are being offered the opportunity to apply for additional Open Offer Shares in excess of their pro rata entitlements to the extent that other Qualifying Shareholders do not take up their entitlements in full. In the event that applications are received for in excess of 29,110,206 Open Offer Shares, excess applications will be scaled back pro rata to existing shareholdings. The Open Offer Shares have not been placed subject to clawback and the Open Offer has not been underwritten. Consequently, there will be no more, but could be potentially fewer than 29,110,206 Open Offer Shares issued pursuant to the Open Offer although, as mentioned previously, the Directors reserve the right to seek placees for any shares not taken up by Qualifying Shareholders under the Open Offer.
The Directors believe that the Open Offer Shares should be eligible (subject to the circumstances of investors) for tax reliefs under EIS and for investment by VCTs but this cannot be certain until application is made to HM Revenue & Customs.
The Open Offer is conditional upon the approval of Shareholders of the necessary Resolutions at the Annual General Meeting.
The estimated proceeds of the Open Offer, assuming that it is subscribed in full and 29,110,206 Open Offer Shares are issued, are anticipated to amount to approximately £270,000, after payment of all expenses incurred in relation to the Open Offer, including the work involved in the preparation of this document.
As indicated above the Directors propose to seek placees for any shares not taken up by Qualifying Shareholders in the Open Offer. Any such additional Ordinary Shares will be issued for cash at the Issue Price.
Directors’ participation in the Open Offer
It is the intention of certain Directors, being the Chairman and Chief Executive, to subscribe for 481,257 Open Offer Shares at the Issue Price being their entitlement in full under the Open Offer
The Open Offer is conditional upon, inter alia, the passing of Resolutions numbered 4 and 5 to be put to Shareholders at the AGM to be held at 99 Bishopsgate,
4. an ordinary resolution to authorise the Directors to allot relevant
securities up to an aggregate nominal amount of £600,000; and
5. a special resolution to allow the Directors, subject to the limits
set out in that resolution, to issue Ordinary Shares for cash otherwise
than on a pre-emptive basis up to a nominal amount of £500,000.
The Notice of the Annual General Meeting is contained within the Annual Report and Accounts posted to Shareholders on
Action to be taken by Shareholders
Details of the Open Offer and the action to be taken by Qualifying Shareholders are set out in Part III of this document. Applications for Open Offer Shares must be received by the Receiving Agents by no later than
Application will be made for the Open Offer Shares to be admitted to trading on the ISDX Growth Market. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on
The articles of association of the Company permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities, including depository interests, to be held in electronic rather than paper form. Application has been made for the Open Offer Shares to be admitted to CREST.
CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so. Certificates in respect of the Open Offer Shares are expected to be dispatched by the Company’s Registrars no later than
The Directors unanimously believe that the Open Offer is in the best interests of the Company and its Shareholders as a whole and recommend Shareholders to vote in favour of the Resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial holdings of 4,605,671 Ordinary Shares, equivalent to approximately 4.75 per cent. of the current issued share capital of the Company. Messrs Mulder and Dodl will be taking up their entitlement in the Open Offer in full.
Expected timetable of principal events
|Record Date for the Open Offer||
Close of business on |
|Announcement of the Open Offer and posting of Circular and Application Form|
|Ex entitlement date for the Open Offer|
Open Offer Entitlements and Excess CREST Open Offer Entitlements
credited to stock accounts of Qualifying CREST Shareholders in CREST
Latest time and date for receipt of Forms of Proxy for use at the
Annual General Meeting
Annual General Meeting
As soon as possible after |
|Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST|
|Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST|
|Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)|
|Latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)|
|Admission and commencement of dealings in Open Offer Shares|
|CREST members’ accounts credited in respect of Open Offer Shares in uncertificated form||
As soon as possible after |
|Despatch of definitive share certificates for Open Offer Shares in certificated form||
Terms defined in the Circular have the same meaning in this announcement.
The Directors of the Company are responsible for the contents of this announcement.
For further information please contact:
|01525 840 557|
|020 7469 0930|