2 Oct 2009 15:43
FOR IMMEDIATE RELEASE: 2 October 2009
SOPHEON PLC ("Sopheon" or "the Company") ISSUE OF CONVERTIBLE LOAN STOCK
Sopheon plc announces that it has issued 850,000 of convertible unsecured loan stock ("the Loan Stock") to a group of investors including key members of the Board and the senior management team. The Loan Stock is convertible into ordinary shares in the share capital of the Company on terms set out below.
Chairman Barry Mence said:
"In our interim and AGM announcements, we noted that we were looking at our cash facilities following a tough first half of the year. I am delighted that the board and management team, together with external investors, have demonstrated their confidence in the future of Sopheon by investing in this instrument."
As set out below, of the total investment of 850,000, members of the Board and senior management or their families have subscribed for 415,000. Of the 435,000 invested by external investors, 200,000 has been invested by Norman Nominees Limited, an existing Significant Shareholder.
Name Value subscribed GBP'000 Barry Mence, Chairman 200
Stuart Silcock, Non-Executive Director 100 Bernard Al, Non-Executive Director 40 Andrew Michuda, Chief Executive Officer 20 Arif Karimjee, Chief Financial Officer 12 Other members of Senior Management 43
External Investors 435 Total 850
In accordance with the AIM Rules for Companies, Daniel Metzger, having consulted with the Company's Nominated Adviser, Seymour Pierce Limited, has acted as independent director with respect to this transaction and considers that the terms of the convertible loan stock are fair and reasonable insofar as the Company's shareholders are concerned.
Sopheon will update shareholders on trading in its Interim Management Statement, scheduled for 3 November 2009.
The Loan Stock has the following principal terms:
* The conversion price for the Loan Stock ("the Conversion Price") is 0.10 being the average mid-market close price on the Alternative Investment Market of the London Stock Exchange on the 10 trading days from 17 September 2009 through 30 September 2009. Conversion of the Loan Stock is at the option of the investor between 12 and 24 months from date of issue of the Loan Stock, or earlier if the Company undertakes an equity issue. Any portion of the Loan Stock which is not converted will be redeemed at par on 30 September 2011. * The Loan Stock carries an annual coupon rate of 8%. At any time up to 31 March 2010, investors may subscribe for an additional one third of their initial Loan Stock value with a conversion price set at a 30% premium to the initial Conversion Price, as defined above ("the Call Option"). Any further Loan Stock issued under the Call Option will have the same terms as the Loan Stock. * If at any time after the date of issue of the Loan Stock and before the date of conversion, the Company undertakes a placing or other issue ("the Placing") at a lower price ("the Placing Price"), the Conversion Price for any outstanding Loan Stock will be adjusted to the Placing Price, to put Investors in a position as if the Loan Stock had been issued concurrent with the Placing. * All ordinary shares issued in relation to the Loan Stock or any Call Option are subject to lock-in arrangements, with certain exemptions, for the first six months after issue. Thereafter, the parties have agreed to be bound by orderly market restrictions.
The following additional information is hereby disclosed:
* In conjunction with this transaction, as part of a reorganisation of his interests, Stuart Silcock has transferred 950,000 ordinary shares in the Company to his Self Investing Pension Plan ("SIPP"). Mr Silcock remains beneficially interested in 950,000 ordinary shares representing 0.6% of the issued share capital of the Company, in addition to his interest in the Loan Stock. * In conjunction with this transaction, as part of a reorganisation of his interests, 1,847,800 shares held by a trust in which Barry Mence is a potential beneficiary have been transferred to him. Mr Mence remains beneficially interested in 14,423,847 ordinary shares representing 9.9% of the issued share capital of the Company, in addition to his interest in the Loan Stock. * Arif Karimjee's interest in the Loan Stock arises as a result of a subscription by his spouse.
For further information contact :
Barry Mence, Chairman Sopheon plc + 44 (0) 1483 685 735
Arif Karimjee, CFO Sopheon plc + 44 (0) 1483 685 735 Sarah Jacobs Seymour Pierce Limited + 44 (0) 207 107 8000 Vikki Krause Hansard Communications + 44 (0) 207 245 1100 Claire Verhagen Citigate First Financial + 31 (0) 205 754 010 About Sopheon
Sopheon is an international provider of software and services that help organisations improve the business impact of product innovation. Sopheon's solutions automate and govern the innovation process, enabling companies to increase revenue and profits from new products. Sopheon's solutions are used by industry leaders throughout the world, including BASF, Cadbury, Corning, Electrolux, General Motors, Honeywell, Motorola and SABMiller. Sopheon is listed on the AIM Market of the London Stock Exchange and on the Euronext in the Netherlands. For more information, please visit www.sopheon.com.
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