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Conversion and redemption of Convertible Loan and Loan Facility

30 June 2015
ServicePower Technologies Plc
(“ServicePower” or “the Company”) 

Conversion and redemption of Convertible Loan Notes and Loan Facility

 

ServicePower Technologies Plc (AIM: SVR), a market leader in field management software, announces the conversion and redemption of its remaining convertible loan notes, with Herald Ventures II Limited Partnership, Herald Investment Trust plc (together, “Herald”) and Bury Fitzwilliam - Lay & Partners LLP (“BFLAP”) and also announces that it has entered into an unsecured short term loan facility for £750,000 with Herald Investment Trust plc. 

 

Information of the Convertible Loan Notes 

The Company originally issued the secured convertible loan notes in 2008 (the "Convertible Loan Notes"). 

The Convertible Loan Notes accrue interest at 8 per cent. per annum, compounded on 30 June and 31 December of each year and are secured over the Company's assets in priority to any other charge that ServicePower currently has or grants in the future. 

Holders may elect to convert or redeem any Convertible Loan Notes at any time prior to 29 September 2016 (the “Maturity Date”). On conversion, the principal and accrued interest on each of the Convertible Loan Notes converts into ordinary shares in ServicePower at a conversion price of 5 pence per ordinary share (the "Conversion Price"). On redemption, each the principal of and accrued interest on each of the Convertible Loan Notes is repayable in cash. 

Revised Confirmation Terms

The Company recently approached both Herald and BFLAP to negotiate the early conversion of the Convertible Loan Notes. As a result, Herald has converted all of its Convertible Loan Notes into 22,024,413 new ordinary shares at a conversion price of 3.875p per shares (a 6.06 per cent. discount to the mid-market closing price of 4.125 pence on 29 June 2015 and a 23 per cent. discount to the Conversion price) (the “New Conversion”). Following this, Herald will hold 52,181,945 ordinary shares of ServicePower representing approximately 22.93 per cent. of the total number of ordinary shares in issue.

BFLAP will redeem 50 per cent. of its Convertible Loan Notes in cash, half of this amount will be paid in July 2015 and half in September 2015 and has converted the balance of its Convertible Loan Notes into 5,506,090 new ordinary shares at a conversion price of 3.875p per share (a 6.06 per cent. discount to the mid-market closing price of 4.125 pence on 29 June 2015 and a 23 per cent. discount to the Conversion Price) (also, the “New Conversion”). Following this, BFLAP will hold 10,551,007 ordinary shares in ServicePower, representing approximately 4.64 per cent. of the total number of ordinary shares in issue.

Loan Facility 

As set out above, the Company has obtained an unsecured short term loan facility for £750,000 from Herald Investment Trust plc, to take effect from 1 July 2015 and repayable in full on the 15th December 2015, accruing interest at a rate of 6 per cent. per annum, (the “Loan”). The purpose of this Loan is for on-going working capital purposes and in order to continue R&D investment. 

Related party transactions

Herald is a related party of the Company as it holds more than 10 per cent. of the issued share capital of the Company and is therefore a substantial shareholder for the purposes of the AIM Rules. As a result, implementation of the New Conversion and the Loan will constitute a related party transaction for the purposes of the AIM Rules. The independent directors’ of ServicePower (being Marne Martin, Tajinder Sandhu and Rick Mace), having consulted with finnCap, the Company's nominated adviser, consider that the terms of the New Conversion and the Loan are fair and reasonable in so far as the Company's shareholders are concerned.

In addition, BFLAP is a related party of the Company as Hugh Fitzwilliam- Lay is the Non-Executive Chairman of ServicePower and also a founding partner of BFLAP, alongside Frank Bury, the son of Lindsay Bury; Non-Executive Director of Service Power. Hugh Fitzwilliam- Lay is deemed to be a related party director for the purposes of the AIM Rules. As a result, implementation of the New Conversion will constitute a related party transaction for the purposes of the AIM Rules. The independent ServicePower directors, having consulted with finnCap, the Company's nominated adviser, consider that the terms of the New Conversion are fair and reasonable in so far as the Company's shareholders are concerned.

Issue of Equity

Application has been made to the London Stock Exchange for a total of 27,530,503 new ordinary shares to be admitted to trading on AIM (“Admission”) and Admission is expected to occur on or around 3 July 205.

Total Voting Rights

Following Admission, the Company’s enlarged issued share capital will comprise 227,560,827 ordinary shares. The Company does not hold any shares in treasury. The figure of 227,560,827 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Marne Martin, CEO, ServicePower, commented “I am delighted that we have been able to negotiate the early conversion and redemption of the Convertible Loan Notes. In addition, we are pleased to have entered into a loan facility with Herald, which will reduce the Company’s cost of capital and will help to further strengthen the ServicePower balance sheet.”

For further information, please contact: 

ServicePower Technologies Plc

FinnCap

Newgate

Tel: 0161 476 7762

Tel: 0207 220 0500

Tel: 020 7653 9850

Marne Martin, CEO

Stuart Andrews

Adam Lloyd

Tajinder Sandhu, CFO

Emily Watts

Kate Bannatyne

Jasper Randall

Helena Bogle

 

About ServicePower 

ServicePower, the acknowledged leader in Optimization Technology, provides an innovative global, fully mobilized field service management software platform used by field service organizations such as Mitsubishi, Farmers Insurance, AIG Warranty and Pitney Bowes to improve productivity and efficiency, intelligently schedule appointments, SLA and complex jobs, as well as parts.  Our platform focuses on solving fundamental field service problems with patented routing optimization, M2M connected services, 3rd party dispatch and warranty claim payments, cutting edge mobile technology, robust business intelligence and asset tracking. 

ServicePower is listed on the AIM market of the London Stock Exchange with the ticker SVR.L. For more information please visit www.servicepower.com

  

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