Amphion Innovations plc
Proposed issue of 15,909,077 New Ordinary Shares and
Notice of Extraordinary General Meeting
London and New York, 12 October 2007— Amphion Innovations plc (LSE: AMP) (“Amphion” or the “Company”), the developer of medical and technology businesses, today announces its intention to raise approximately £3.5 million (before expenses) by the issue of up to 15,909,077 New Ordinary Shares of 1p each in the capital of the Company (the “New Ordinary Shares”) to investors by way of subscription and placing for an issue price of 22 pence per New Ordinary Share (the “Issue Price”) to enable the Company to invest in current and new Partner Companies and to provide working capital for the Company. The New Ordinary Shares will represent approximately 14.45 per cent of the Existing Amphion Share Capital.
As part of the Issue, the Company has entered into the Subscription Agreements with several investors who have between them agreed with the Company to subscribe on a conditional basis for an aggregate of 15,022,727 New Ordinary Shares at the Issue Price raising approximately £3,305,000 (before expenses). This includes a subscription by the Chief Executive, Richard Morgan, for 760,714 New Ordinary Shares. Subject to approval at the EGM Richard Morgan will have a beneficial interest in 20,862,327 Ordinary Shares in the Company being 16.55 per cent. of the enlarged issued share capital of the Company. As part of the Subscription, MSA, which is 50 per cent. owned by Amphion, has committed to subscribe £577,823 for 2,626,468 New Ordinary Shares at the Issue Price. The Subscription Agreements are conditional upon the passing of the Special Resolution at the Extraordinary General Meeting and Admission.
In addition to the subscription agreements, Charles Stanley has conditionally agreed pursuant to the Placing Agreement to place 886,350 New Ordinary Shares at the Issue Price, raising approximately £195,000 (before expenses). Charles Stanley’s obligations under the Placing Agreement are conditional, inter alia, upon the passing of the Special Resolution at the Extraordinary General Meeting and Admission.
As a result of the above, and to enable the Company to implement the Issue on a non-pre-emptive basis, it is necessary for the Company to approve the Issue being made otherwise than in accordance with the Pre-emption Provisions by way of a special resolution at an Extraordinary General Meeting.
Subject to approval at the EGM the enlarged number of shares in issue will be approximately 126,019,301 Ordinary Shares.
The Company has to date granted options to employees and Directors under the Share Option Scheme in respect of 125,000 Ordinary Shares. The Company is now proposing to grant options in respect of a further 7,750,000 Ordinary Shares at an issue price of 23 pence per Ordinary Share to certain employees and Directors under the terms of the Share Option Scheme. This will include options in respect of 2,000,000 Ordinary Shares granted to Richard Morgan and in respect of 1,250,000 Ordinary Shares granted to Robert Bertoldi. Authority for the allotment of Ordinary Shares under the Share Option Scheme has already been given by the Shareholders in general meeting.
In addition, the Company wishes to have some flexibility to permit further issues of Ordinary Shares for cash otherwise than in accordance with the Pre-emption Provisions and also to be able to grant options to service providers to the Company in consideration for services provided to the Company. Such options are not granted to employees or Directors and, accordingly, fall outside the Share Option Scheme.
In order to ensure that the Pre-emption Provisions do not apply to such further issues of Ordinary Shares for cash or to the allotment of any Ordinary Shares for cash following the exercise of options granted to such service providers, authority is now being sought for the allotment for cash of a further 12,600,000 Ordinary Shares (representing approximately 10 per cent. of the Ordinary Shares in issue immediately following the Issue) (the “Additional Shares”), otherwise than in accordance with the Pre-emption Provisions, in the Special Resolution at the Extraordinary General Meeting.
Extraordinary General Meeting
A circular to shareholders containing a notice of Extraordinary General Meeting of the Company is to be held on 5 November 2007 at Amphion’s offices at One Berkeley Street, London W1J 8DJ at 11.00 a.m. at which the Special Resolution will be proposed and voted upon for the purposes of facilitating the Issue of New Ordinary Shares.
The Special Resolution will, if passed, disapply the Pre-emption Provisions contained in Article 5.1 of the Articles in relation to the issue of the New Ordinary Shares pursuant to the Issue and, in addition to the allotment of the Additional Shares.
It is expected that admission of the New Ordinary Shares to trading on AIM will become effective and dealings, for normal settlement, will commence on 6 November 2007. The New Ordinary Shares will be eligible for settlement through CREST.
Whether or not they propose to attend the Extraordinary General Meeting, Amphion Shareholders are requested to complete and sign the Form of Proxy and return it by post or (during normal business hours) by hand to Amphion’s registered office at 15-19 Athol Street, Douglas, Isle of Man IM1 1LB as soon as possible and, in any event, so as to arrive no later than 48 hours before the time of the Extraordinary General Meeting. Further information is contained in the Circular to Shareholder dated 12 October 2007. The Board considers that the proposals as set out in the Circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Special Resolution at the forthcoming Extraordinary General Meeting as they have irrevocably undertaken to do in respect of the 48,771,122 Ordinary Shares registered in their own names (representing approximately 44.29 per cent. of the Existing Amphion Share Capital).
Amphion’s Chief Executive Officer, Richard C.E. Morgan, said:
“As we said in our interim statement in September, Amphion has had a promising first half of the year, reporting a 35.7 per cent. rise in net asset value per share and 48 per cent. increase in the fair value of our portfolio. These new funds raised will enable us to continue this strong progress within our current Partner Companies and also allow us to seek new opportunities where we feel there is significant opportunity for growth and shareholder return.”
For further information please contact
Amphion Innovations plc
Charlie Morgan, Director of Communications
+1 212 210 6224
Ben Atwell / John Gilbert
+44 20 7831 3113
Charles Stanley Securities
Mark Taylor / Freddy Crossley
+44 20 7149 6000
About Amphion Innovations plc
Amphion Innovations plc is listed on the AIM Exchange in London under the symbol AMP. Amphion's business is the formation, financing, management and development of life sciences and technology companies, working in partnership with corporations, governments, universities and entrepreneurs seeking to commercialize their intellectual property.
On the web: www.amphionplc.com