WEBIS HOLDINGS PLC
(“Webis” or “the Company”)
Issue of Equity
Further to the announcement of 9 October 2012, the Company’s board announces that it agreed on 1 November 2012 to an offer by Burnbrae Limited (“Burnbrae”) to cancel the remaining £214,141.78 loan from Burnbrae to the Company by the conversion of this amount into 21,414,178 new Ordinary Shares in the Company at a price of 1 penny per share.
Related party transaction
As Burnbrae is a substantial shareholder in the Company, the subscription for new Ordinary Shares constitutes a related party transaction under the AIM Rules. The Independent Directors consider, having consulted with the Group’s nominated adviser, Merchant Securities Limited, that the terms of the subscription for new Ordinary Shares by Burnbrae are fair and reasonable insofar as the Company’s shareholders are concerned. Denham Eke, Webis’ Non-executive Chairman and Managing Director of Burnbrae, recused himself from participating in the board’s consideration of the subscription.
Application will be made for the admission of the 21,414,178 new Ordinary Shares to trading on the AIM market of London Stock Exchange plc. It is expected that admission will become effective and dealings will commence in the new Ordinary Shares on 8 November 2012.On admission to trading of the 21,414,178 new Ordinary Shares, the Company will have 366,671,644 Ordinary Shares with voting rights. Burnbrae’s notifiable interest will be 268,204,442 Ordinary Shares, representing 73.15% of the Company’s enlarged issued share capital.