27 February 2009
AEC Education plc
(“AEC” or the “Company”)
Notice of General Meeting and Proposed Placing
The board of AEC confirms that AEC has today dispatched a circular to shareholders
convening a general meeting to be held at the offices of WH Ireland Limited at 24 Martin
Lane, London EC4R 0DR on 16 March 2009 at 10.00a.m. (the “General Meeting”) at
which resolutions will be proposed:
1. authorising the Directors to allot: (i) ordinary shares of 10 pence each in the
capital of the Company (“Ordinary Shares”) up to an aggregate nominal value of
£2,000,000 for the purposes of a proposed placing (the “Placing”); and (ii)
generally to allot relevant securities of up to a further £2,000,000 in nominal
2. disapplying shareholders’ statutory pre-emption rights, inter alia, for the purposes
of the Placing up to an aggregate nominal value of £2,000,000 and to grant a
further authority to allot equity securities for cash on a non-pre-emptive basis up
to an aggregate nominal value of £190,000 (representing approximately five per
cent. of the share capital of the Company following the Placing and assuming the
maximum number of Placing Shares are issued pursuant to the Placing).
A copy of the circular is available from the Company’s website
Background to and reasons for the Placing
The Company is proposing to raise up to £2,400,000, before expenses by the issue of up
to 20,000,000 Ordinary Shares (the “Placing Shares”) at 12 pence per Placing Share (the
“Placing Price”). The net proceeds from the Placing, together with other sources of
finance, will be used to finance potential acquisition opportunities.
Asian training markets are growing rapidly and are very accepting of Western based
qualifications. The Company is looking to utilise its position within the Asian training
market to capture additional growth and benefit from further upside offered by well
chosen acquisition targets.
The Directors consider the UK to be a strategically important market with which to
enhance the Company’s growth opportunities. The Company is currently looking at
potential UK acquisition targets which offer complementary training solutions to its
existing Far Eastern operations.
Terms of the Placing
WH Ireland Limited, the Company’s Nominated Adviser and Broker, has conditionally
agreed to use its reasonable endeavours to place the Placing Shares at the Placing Price.
As at 26 February 2009, WH Ireland Limited had received firm commitments from
Shareholders and third party investors to subscribe for 5,697,100 Placing Shares at an
aggregate subscription price of £683,652.00. The total proceeds of the Placing, before
expenses, assuming the maximum number of Placing Shares are issued pursuant to the
Placing, will be £2,400,000. The Placing is conditional upon, inter alia, the passing of the
resolutions being proposed at the General Meeting and the admission of the Placing
Shares to trading on AIM becoming effective.
Following the Placing and on the assumption that the maximum number of Placing
Shares are issued pursuant to the Placing, the Company will have 38,008,738 Ordinary
Shares in issue and a market capitalisation of approximately £4,561,049 at the Placing
Price and the Placing Shares will represent 52.6 per cent. of the issued share capital of the
Company following the Placing. The Placing Price of 12 pence represents a discount of
41.5 per cent. to the closing middle market price of 20.5 pence per Ordinary Share at the
close of business on Thursday, 26 February 2009.
Application will be made to London Stock Exchange plc for the Placing Shares to be
admitted to trading on AIM. It is anticipated that admission will occur on Tuesday, 17
The Directors consider that the Placing is in the best interests of the Company and its
Shareholders as a whole and accordingly have unanimously recommended Shareholders
to vote in favour of the resolutions to be proposed at the General Meeting as they intend
to do in respect of their own beneficial holdings, and those of their connected persons, of
5,915,095 Ordinary Shares in aggregate representing approximately 32.85 per cent. of the
current issued share capital of the Company.
For further information contact:
AEC Education plc
Liam Swords Office: +44 (0) 20 8308 1202
Mobile: +44 (0) 7775 787 427
WH Ireland Limited
David Youngman / Dan Bate +44 (0)161 832 2174
WH Ireland Limited, which is authorised and regulated by the Financial Services
Authority (“FSA”), is acting exclusively for the Company and no-one else in relation to
the Placing and will not be responsible to any person other than the Company under the
Financial Services and Markets Act 2000, the rules of the FSA or otherwise for providing the protections afforded to its clients or for any matter concerning the Placing or for
providing advice in relation to the Placing or in relation to the contents of this
announcement or any other transaction, arrangement or matter referred to herein.
Members of the public are not eligible to participate in the Placing. This announcement
is for information purposes only and does not constitute an offer to issue or sell, or the
solicitation of an offer to subscribe for or acquire, any securities to any person in any
jurisdiction, including without limitation in the United Kingdom the United States,
Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland, Malaysia
The distribution of this announcement and the Placing and/or issue of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by the
Company or WH Ireland Limited that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes are required to
inform themselves about and observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. The Placing
Shares will not be registered under the United States Securities Act of 1933 (as amended) or
under the securities laws of any state of the United States or qualify for distribution under
any of the relevant securities laws of any province or territory of Canada, Australia, Japan,
the Republic of South Africa or the Republic of Ireland nor has any prospectus in relation to
the Placing Shares been lodged with or registered by the Australian Securities and
Investments Commission, the Japanese Ministry of Finance, the Securities Commission of
Malaysia or the Monetary Authority of Singapore.