Report
AgCert International Plc - Result of EGM
Dublin, Ireland - May 24, 2007
AgCert™ International plc (“AgCert” or the “Company”) announced on 27 April 2007 that it proposed to raise approximately £20.5 million (approximately €30.0 million), gross of expenses, by way of a fully underwritten placing of new Ordinary Shares and, at the same time, the Company announced that it proposed to capitalise approximately £10.0 million (approximately €14.6 million) of debt owed to three major shareholders into new Ordinary Shares. The placing and the capitalisation of debt were conditional on, amongst other things, the approval of the shareholders to disapply pre-emption rights.
The Board of AgCert™ announces that, at the Extraordinary General Meeting held earlier today, all Resolutions which were set out in the Notice of Extraordinary General Meeting included in the prospectus of the company dated 30 April 2007, were duly passed including the disapplication of pre-emption rights in relation to the placing and capitalisation of debt.
The placing and capitalisation of debt has resulted in a total of 76,125,409 new Ordinary Shares being issued, representing approximately 31 per cent of the enlarged issued share capital of the Company. The shares pursuant to the placing and capitalisation of debt will be allotted today, 24 May 2007. It is expected that settlement will occur, admission to trading on the London Stock Exchange’s main market will become effective and dealings in the new Ordinary Shares will commence tomorrow, 25 May 2007.
ENQUIRIES:
| AgCert™ | |
| Paul D'Alton, Finance Director | +3531 245 7400 |
| College Hill | |
| Anthony Parker | +44 (0)207 4572020 |
The shares of AgCert™ International plc (the “Shares”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons as such term is defined in Regulation S under the Securities Act except (1) in a transaction meeting the requirements of Regulation S under the Securities Act, (2) pursuant to an effective registration statement under the Securities Act, or (3) pursuant to an available exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable securities laws, including applicable state securities laws of the United States.