The board of directors of PSI Group ASA ("PSI" or the "Company") has resolved to cancel the extraordinary general meeting of the Company scheduled for today, Monday 27 June 2011.
The reason for the cancellation is due to the fact that there has been resistance to the contemplated private placement and subsequent offering amongst a group of shareholders that in aggregate hold a number of shares and votes sufficient to disapprove the resolutions proposed by the board. As a consequence, the private placement and subsequent offering have been terminated.
However, in order to raise the additional equity capital needed to cover the Company's present requirements, the board will propose to the general meeting of the company that it resolves an increase in the share capital of the Company by way of a rights issue, raising gross proceeds of minimum NOK 60 million and maximum NOK 72.3 million. The board has approved an underwriting syndicate consisting of certain existing shareholders and other investors that in aggregate shall underwrite NOK 60 million of the rights issue. The net proceeds from the rights issue will be used mainly to repay parts of the Company's loans from Fokus Bank in order to meet the loan covenants.
Subject to necessary adjustments in order to cater for shareholders registered in the Swedish Euroclear system, it is contemplated that the rights issue will be completed in September 2011, with a subscription period commencing on or around 8 august and ending on or around 22 august and the new shares will be offered at a subscription price of NOK 3.30 per share. The Company's shareholders as of the date of the general meeting shall have preferential rights to subscribe for, and be allotted, the new shares in the rights issue. The subscription rights will be tradable and listed on Oslo Børs and NASDAQ OMX during the subscription period.
The rights issue will be subject to inter alia the following conditions: (i) approval of the share capital increase required for implementation of the rights issue by the extraordinary general meeting in the Company, expected to take place by the end of July 2011, (ii) that a prospectus for the rights issue has been approved by the Financial Supervisory Authority of Norway and made public and (iii) that the sale of SQS Security Qube System AB has not been completed prior to the extraordinary general meeting in the Company referred to under (i) above.
A notice of the extraordinary general meeting with amongst others the proposals for the resolutions necessary to implement the rights issue will shortly be sent to the Company's shareholders.