Innoconcepts N.V. to Issue 17,217,465 New Shares; Offers Credit Facility to Proventec Plc Wednesday, 7 Jul 2010 03:47am EDT
InnoConcepts N.V. announced that it has reached an agreement on a settlement with the holders of GBP 15 million 8.5% convertible loan notes due 2012 issued by Proventec plc. These loan notes were guaranteed by InnoConcepts in agreements made in 2006 and 2008. InnoConcepts currently holds 36.2% of the shares in Proventec, with a book value of approximately EUR 3.8 million as at year-end 2009. Proventec is also indebted to InnoConcepts to an amount of approximately EUR 5.2 million. InnoConcepts will transfer to Proventec a cash amount of GBP 2.5 million as a new loan. These assets will be impaired. The terms of the settlement are that the guarantee will terminate once InnoConcepts has issued or transferred to the note holders: the new loan from InnoConcepts to Proventec to an amount of GBP 2.5 million; the shares of InnoConcepts in Proventec (approximately 36.2% of the total issued and outstanding share capital of Proventec) 17,217,465 new ordinary shares in the share capital of InnoConcepts (representing approximately 20% of the current outstanding share capital); an EUR 5 million debt, subordinated to InnoConcepts' existing facilities, bearing interest at 2% per annum, payable in cash quarterly, plus 5% per annum, payable at maturity only, which is 31 January 2014; a maximum of EUR 150,000 to compensate for transaction costs. This settlement is binding on all note holders. InnoConcepts will make the above payments and issuances in the course of July 7, 2010.