Amendment To The Terms Of Convertible Loan Stock

/Amendment To The Terms Of Convertible Loan Stock

Amendment To The Terms Of Convertible Loan Stock

Sopheon plc (“Sopheon” or “the Group”) announces that it has reached agreement with the holders of its convertible unsecured loan stock, and certain new investors, to raise an additional £1,150,000.

In 2009, the Company issued £850,000 of convertible unsecured loan stock (the “Initial Loan Stock”) to a group of investors including key members of the Board and management team, originally maturing on 2 October 2011. Since then, the holders of the Initial Loan Stock have twice agreed to extend the maturity date, most recently to 31 January 2015. The new loan stock (the “Further Loan Stock”) will have a start date of 1 October 2012, and will have the same maturity date and conversion price of 5.0p per share as the Initial Loan Stock. This is equal to yesterday’s closing mid-market price, and is above the average closing mid-market price for the last month which was 4.8p per share.

As detailed in this morning’s interim results announcement for the six months ended 30 June 2012, the Group has been advised that a change in ownership of BlueCrest Capital Finance may lead to uncertainty over future renewals of the group’s $1.25m revolving credit facility. The funds raised through the issue of Further Loan Stock will be used to mitigate this risk, and to underpin the Group’s expansion strategy.

As set out below, of the total investment in Further Loan Stock of £1,150,000, members of the Board and management or their families are subscribing for £665,000.

Loan Stock

Initial Further Total
Name £’000 £’000 £’000
Barry Mence, Chairman 200 440 640
Stuart Silcock, Non-Executive Director 100 100 200
Bernard Al, Non-Executive Director 40 20 60
Andrew Michuda, Chief Executive Officer 20 25 45
Arif Karimjee, Chief Financial Officer 12 15 27
Other members of Sopheon Management 43 65 98
External Investors 435 485 930
Total 850 1,150 2,000
Of the £485,000 of Further Loan Stock being subscribed by external investors, £440,000 is being subscribed by Norman Nominees Limited, an existing Significant Shareholder that also owns £200,000 of Initial Loan Stock.

In accordance with the AIM Rules for Companies, Daniel Metzger, having consulted with the Company’s Nominated Adviser, FinnCap, has acted as independent director with respect to this transaction and considers that the amendment to the terms of the convertible loan stock are fair and reasonable insofar as the Company’s shareholders are concerned.

Chairman Barry Mence said:

“I am delighted that the holders of our loan stock have again demonstrated their confidence in Sopheon by committing additional funds in this instrument, and also that we have been able to attract new participants.”

About Sopheon
Sopheon (LSE: SPE) is an international provider of software and services. Sopheon’s solutions structure, align and manage innovation processes to help organizations generate more revenues and profits from new products. Sopheon's solutions are used by industry leaders throughout the world, including BASF, Corning, Electrolux, Honeywell, Lockheed Martin, Philips 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.

Sopheon (LSE: SPE) is an international provider of software and services. Sopheon’s solutions structure, align and manage innovation processes to help organizations generate more revenues and profits from new products. Sopheon's solutions are used by industry leaders throughout the world, including BASF, Corning, Electrolux, Honeywell, Lockheed Martin, Philips and SABMiller. Sopheon is listed on the AIM Market of the London Stock Exchange and on the Euronext in the Netherlands.

2016-12-14T21:01:43-05:00August 23rd, 2012|