Turbotec Products PLC Related party convertible loan (9458V)
January 21 2013 - 2:00AM
UK Regulatory
TIDMTRBO
RNS Number : 9458V
Turbotec Products PLC
21 January 2013
Press Release 21 January 2013
Turbotec Products Plc
("Turbotec" or "the Company")
Related Party Convertible Loan
Acquisition of Shares by Non-Executive Director
Turbotec Products Plc (TRBO.L), the designer and manufacturer of
high performance heat exchangers and Tru-Twist(R) heat transfer
tubing, announces that on 18 January it entered into an agreement
with Execuzen Limited ("Execuzen") (a holder of 17.57% of the
issued share capital of the Company) for the provision by Execuzen
to the Company of a US$200,000 convertible loan (the "Loan") to be
used for ongoing working capital requirements.
The Loan will be drawn down in full immediately and bears
interest at a rate of 6% per annum. The Loan is repayable on 11
July 2013 unless Turbotec elects to repay the Loan earlier. The
Loan is subject to standard events of default which may accelerate
the repayment date or increase the interest rate to 12% per annum
dependent on certain operational conditions.
Subject to shareholder authorities, Execuzen may elect at any
time to convert the Loan and any outstanding interest into Turbotec
ordinary shares of 1p each ("Ordinary Shares") at the higher of
either (i) the par value of the Ordinary Shares to be issued on
conversion or (ii) the average closing price of the Ordinary Shares
traded on the London Stock Exchange's AIM market for the 5 business
days immediately preceding the conversion notice plus a premium of
0.25p per share. Turbotec will not convert any amount of the Loan
which would result in the number of Ordinary Shares required to be
issued on conversion representing more than 10% of the issued share
capital of the Company at the time of conversion.
As the Loan is being made to the Company by a substantial
shareholder of Turbotec, it is classified as a related party
transaction under the AIM Rules for Companies. As such, the
independent directors, after consultation with Seymour Pierce
Limited, the Company's nominated adviser, are satisfied that the
terms of the Loan are fair and reasonable so far as all
shareholders are concerned.
The Company also announces that one of its non-executive
directors, Joseph DeSena ("DeSena"), acquired 850,000 Ordinary
Shares from Thermodynetics, Inc. ("Thermodynetics") in settlement
of a promissory note in the original principal amount of $200,000,
plus unpaid interest of $4,000. The note and all related
obligations were satisfied pursuant to a settlement agreement
between the parties. Thermodynetics is the former US parent of the
Company and owned 2,508,307 Ordinary Shares (19.6%) prior to the
settlement agreement. DeSena owned 2,250,000 Ordinary Shares
(17.6%) prior to the settlement agreement. After the settlement,
Thermodynetics' holdings were reduced to 1,658,307 Ordinary Shares
(12.9%) and DeSena's holdings increased to 3,100,000 Ordinary
Shares (24.2%).
- Ends -
For further information please contact:
Turbotec Products Plc
Robert Lowe, Non Executive Chairman +44 (0) 79 1714 8930
RLowe@trbohx.com
Sunil Raina, Managing Director Tel: +1 (860) 731 4200
SRaina@trbohx.com www.turbotecproducts.com
Robert Lieberman, Finance Director Tel: +1 (860) 731 4200
RLieberman@trbohx.com www.turbotecproducts.com
Seymour Pierce Limited
Guy Peters, Corporate Finance Tel: +44 (0) 20 7107
Paul Jewell, Corporate Broking 8000
www.seymourpierce.com
Media enquiries:
Abchurch Communications
Sarah Hollins / Simone Elviss Tel: +44 (0)20 7398
7728
www.abchurch-group.com
Electronic copies of this announcement can be obtained from the
Company's website www.turbotecproducts.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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