Loan note conversion

By thehog2
Thu, 02 Aug 2012 07:18:00 GMT

RNS Number : 9810I
Insetco PLC
01 August 2012




Insetco plc

("Insetco" or the "Company")



Loan note conversion, issue of equity and total voting rights





The Company announces that it has agreed to vary the terms of certain Convertible Unsecured Loan Notes ('Loan Notes') that are currently in issue. Following the variation of the terms the Loan Note holders have agreed to convert the Loan Notes into ordinary shares in the Company.



Details of the Loan Notes



Loan Notes have been issued to ADM Investor Services International Limited ("ADM") and Fairbairn Nominees (Jersey) Limited ("Fairbairn"), who hold the Loan Notes as nominee on behalf of underlying clients.



Details of the Loan Notes are set out in the table below:-



Issued to




Amount


Redemption date


Announced

ADM


£350,000


31 July 2012


19 July 2010

Fairbairn


£150,000


31 July 2012


19 July 2010

ADM


£50,000


15 Sept 2012


03 Oct 2011

ADM


£72,500


21 Nov 2012


16 Dec 2011

Fairbairn


£52,500


21 Nov 2012


16 Dec 2011

ADM


£181,250


31 Jan 2013


11 Feb 2011

Fairbairn


£36,250


31 Jan 2013


11 Feb 2011











Total


£892,500








The terms of the Loan Notes provided for a conversion price of between 14.5 pence per share and 40 pence per share





Variation of the terms of the Loan Notes (the 'Transaction')



The Company has agreed to vary the terms of the Loan Notes issued to Fairbairn, amounting to £238,750 in aggregate, such that they will convert into ordinary shares in the Company at a price of 1.5 pence per share.



The Company has agreed to extend the redemption date of the remaining 31 July 2012 Loan Notes to 21 November 2012.



The board believes that it is in the best interests of shareholders and the Company to vary the terms of the Loan Notes as described above. In the event that agreement had not been reached with the Loan Note holders the Company would be required to issue new shares by way of a placing in order to finance the redemption of the Loan Notes.



Following the Transaction, the Company will have the following Loan Notes in issue:



Issued to




Amount


Redemption date


Announced

ADM


£50,000


15 Sept 2012


03 Oct 2011

ADM


£422,500


21 Nov 2012


19 July 2010

ADM


£181,250


31 Jan 2013


11 Feb 2011











Total


£653,750










Issue of Equity



Following the conversion described above the Company has issued 15,916,667 new ordinary shares in the Company. Application has been made to the London Stock Exchange for the 15,916,667 new ordinary shares to be admitted to trading on AIM which is expected to occur on or around 6 August 2012. The new ordinary shares will rank pari passu with the existing ordinary shares.



Related Party Transaction



Although holding shares as nominee for underlying beneficial holders, ADM is a substantial shareholder as defined in the AIM Rules for Companies. Accordingly, pursuant to AIM Rule 13, ADM is a related party. Having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, the directors of the Company, who are not involved in the Transaction, consider that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.



Total Voting Rights



Following the issue of equity described above, the so enlarged issued share capital of the Company will comprise 180,399,763 ordinary shares of £0.00001 each. Each ordinary share carries the right to one vote at general meetings of the Company. The Company does not have any ordinary shares in treasury. This may be used by shareholders as the denominator for the calculations by which they w By thehog2

RNSResults of AGM and Final Fesults

By thehog2
Fri, 22 Jun 2012 07:46:00 GMT

Final Results and Notice of AGM
RNS
RNS Number : 9240F
Insetco PLC
22 June 2012




22 June 2012

Insetco plc

("Insetco" or the "Company")



Final Results and Notice of AGM







Insetco plc, a company specialised in the arranging and structuring of securitised products based on senior life settlement policies, is pleased to announce its final results for the year ending 31 December 2011.



For further information please visit www.insetco.co.uk or contact:





Insetco plc



Clive Cooke


020 7887 7840





Cairn Financial Advisers LLP



Jo Turner / James Caithie


020 7148 7900









Chief executive's statement



The results for the year to December 2011 produced a loss of £521,042 (2010: profit £1,407,777) and net assets of £970,760 (2010: net liabilities £364,532). The reported profit for 2010 arose after the write off of convertible loans relating to the discontinued ASG Media plc business which totalled £2.1m, following completion of the CVA which was approved in April 2011.



During the year the Company concluded the acquisition of Saolpoll (Jersey) Limited and Integeral Capital Markets Limited.



As announced on 1 September 2011, the Company entered into a conditional agreement to acquire the assets of ARM Asset Backed Securities S.A. ("ARM") together with the acquisition of Catalyst Investment Group Limited. Although a majority of ARM bondholders agreed to the terms of the offer, the conditions attaching to the agreement were not satisfied by the deadline date of 30 November 2011 and the offer subsequently lapsed.



The Company will continue to pursue acquisition opportunities which provide a positive return for investors.



Revenues in the year amounted to £250,000. The Board anticipates further material revenues during 2012 arising from the continuation of its SLS Programme, together with the acquisition and development of specific financial products.



I welcome Joanne Cutmore and Simon Sacerdoti to the board and with their expertise and support we look forward to the future with confidence.





Clive Cooke

Chief Executive



By thehog2

RNS

By thehog2
Thu, 24 May 2012 13:06:00 GMT

A much improved Board and setting the foundations for the future.

TH2

Directorate Change and Change of Adviser
RNS
RNS Number : 0510E
Insetco PLC
24 May 2012




24 May 2012

Insetco plc

("Insetco" or the "Company")



Directorate Change and Change of Adviser



DIRECTORATE CHANGE



The Company announces that, following the results of the earlier General Meeting, Mr Sanjeev Joshi has ceased to be a director of the Company. The Company is pleased to also announce that Ms Joanne Cutmore and Mr Simon Sacerdoti have been appointed as non-executive directors of the Company with immediate effect.



Joanne Cutmore



Ms Joanne ("Jo") Cutmore (aged 46) started her career in telecommunications at Vodafone and Lucent Technologies followed by two dot-com start-up companies. Moving into the finance sector in 2003, she gained experience in mortgages, protection and debt management where she published a book and articles on UK consumer debt.



For the past 3 years she has specialised in the creation, securitisation and modelling of life settlement bond structures.



Present directorships / partnerships


Directorships / partnerships held over past 5 years

Hugo Elliot Limited


Kronin's Limited

Life Settlement Investments Limited


Life Settlement Securities Limited


Senior Life Securities Limited






Simon Emanuel Sacerdoti



Mr Simon Sacerdoti (aged 41) qualified as a chartered accountant in 1996 with Levy Gee (now part of RSM Tenon), before moving into the corporate finance team at BDO Stoy Hayward in 1997, where he was involved in a wide range of transactions, specialising in advising high-tech and Internet businesses on fund-raising and flotations. Since 2004, Simon has concentrated on working with entrepreneurial businesses (both public and private) and for a number of years acted as Nominated Adviser to a portfolio of AIM companies. Recently, Simon co-founded WeSwap.comLimited, a company which is building an innovative peer to peer travel money business. Simon has an MA in Mathematics from Balliol College, Oxford University



Present directorships / partnerships


Directorships / partnerships held over past 5 years

WeSwap.com Limited


Cairn Financial Advisers LLP



Camura Limited



London Sephardi Trust



MGIC plc



Sacerdoti Productions Limited



There are no further disclosures required pursuant to Schedule 2(g) of the AIM Rules.





APPOINTMENT OF NOMINATED ADVISER



Subsequently, the Company announces the appointment of Cairn Financial Advisers LLP as its Nominated Adviser and Broker with immediate effect.





For further information please visit www.insetco.co.uk or contact:





Insetco plc


Clive Cooke


020 7887 7840



Cairn Financial Advisers LLP


Jo Turner / James Caithie


020 7148 7900



This information is provided by RNS
The company news service from the London Stock Exchange By thehog2

FT.......

By SpikeyDT
Mon, 05 Mar 2012 20:03:00 GMT

March 5, 2012 7:16 pm
Small-caps
By David Keohane
By SpikeyDT

Good RNS

By thehog2
Wed, 22 Feb 2012 15:38:00 GMT

RNS Number : 9040X
Insetco PLC
22 February 2012




22 February 2012

Insetco plc

("Insetco" or the "Company")



Trading Update



The Company is pleased to announce that it has received a non-recurring performance fee of $1.03m (£650,000) in relation to the structuring of certain life policies that were funded by a client in July 2010. The fee is receivable following the maturity of these policies.



The receipt of the $1.03m has a significant impact on the Company's working capital position and will allow greater resources to be focused on the on-going development of the Company's issuance programme. Whilst the distribution of the Company's first securitised product, the Senior Life Settlements issue programme has not been possible at this time, the Company expects to continue to receive a fee in respect of the Profit Participating Note referred to in the Company's announcement on 16 December 2011.



The Company also announces that the Company has repaid £72,500 of Convertible Loan Notes ("CLN") that were due for repayment 31 January 2012. A further £217,500 of CLN that were also due for repayment have been extended until 31 January 2013 on identical terms save that the conversion price will be 7p per share rather than 14.5p per share and that the compulsory conversion price shall be 20p per share rather than 29p per share.





Enquiries:



Insetco plc

Clive Cooke

Sanjeev Joshi 020 7887 7840 By thehog2

Topped up

By thehog2
Mon, 30 Jan 2012 12:26:00 GMT

I topped up again today as I noticed others have had the same idea.

Not for widows and orphans but a reasonable long term punt IMO.

TH2 By thehog2

RNS

By thehog2
Fri, 27 Jan 2012 07:47:00 GMT

No ARM deal, and re-listed.

Have bought 5k shares as a punt as the directors have a good business plan and may pull it off.

TH2 By thehog2

RNS

By thehog2
Thu, 24 Nov 2011 07:06:00 GMT

Thursday 24 November, 2011
Insetco PLC
Proposed Acquisition Update
RNS Number : 6968S
Insetco PLC
24 November 2011


24 November 2011

Insetco plc



Update Re: Proposed acquisition of ARM Asset Backed Securities S.A.



The Board announced on 1 September 2011 that it had conditionally agreed to acquire the assets of ARM Asset Backed Securities S.A ("ARM") and also to purchase Catalyst Investment Group Limited ("CIGL"). The acquisitions of ARM and CIGL were of a size that the transactions will be regarded as a reverse takeover pursuant to the AIM Rules for Companies which required that trading in the Company's shares be suspended pending publication of details of the acquisitions.



The proposed acquisition of ARM has involved extensive discussions and negotiations with the relevant regulatory bodies, and in particular with the Commission de Surveillance du Secteur Financier (the "CSSF"), the Luxembourg financial regulator and their appointed agents. Following agreement with CSSF, the ARM bondholders have been approached by ARM to establish the level of support for the proposed acquisition of ARM by Insetco as set out in the announcement of 1 September (the "Proposed ARM Offer").



The Bondholders have been contacted by ARM to ascertain the level of support for the Proposed ARM Offer through a non binding poll of the Bondholders. ARM received indications of support for the Proposed ARM Offer as follows:

- 60.30% of the holders of the ARM Bonds, Tranches 1-8 voted in the poll of which 94.51% have voted in favour of the Proposed ARM Offer.

- Holders of 73.06% of the ARM Bond Tranches 9-11 voted and of those, 62.07% have voted in favour.



Therefore in total, holders of 54.6 percent of the ARM Bond have indicated that they are in favour of the Proposed ARM Offer.



Under the terms of the Acquisition Agreement entered into between Insetco and ARM on 1 September 2011 the conditions of the agreement are required to be satisfied or waived by not later than 30 November 2011. Despite the indications of support for the acquisition of ARM by Insetco from the advisors to the ARM Bondholders it is clear that the conditions of the acquisition agreement will not be met by 30 November 2011, and therefore the acquisition agreement will lapse from 1 December 2011, unless extended with the agreement of both parties. Negotiations are continuing between the parties, and with the relevant regulatory bodies to seek an appropriate extension to the agreement,



It is anticipated that should the acquisition agreement lapse, whilst further discussions will continue between the parties with a view to eventual re-engagement, the suspension from trading in the Company's shares on AIM will be lifted and trading will be restored.



A further announcement will be made shortly.









Enquiries:



Insetco plc

Clive Cooke

Sanjeev Joshi 020 7887 7840



Charles Stanley Securities

Nominated Adviser

Russell Cook / Darren Vickers 020 7149 6000

This information is provided by RNS
The company news service from the London Stock Exchange

END
By thehog2

Convertible Loan Note

By thehog2
Mon, 03 Oct 2011 08:55:00 GMT

Issued as planned to cover running costs until the SLSP business takes off. They have also received a payment from C IGL related to the take over of the assets of ARM.

"The CLN are due for repayment on 15 September 2012 or, on the election of the noteholders, may be converted in whole or in part into new Insetco ordinary shares ("Ordinary Shares"), at a conversion price of 14.5 pence per Ordinary Share."

So given that the current sp is 5.25p that shows IMO where they think the company could be going.

TH2 By thehog2

RNS Suspension from trading.

By thehog2
Mon, 26 Sep 2011 18:49:00 GMT

I'm very late putting this up but as the BB is here:

RNS Number : 3931N
Insetco PLC
01 September 2011




1 September 2011





Insetco plc



Acquisition & Suspension from Trading



Proposed Acquisition of the Assets of ARM Asset Backed Securities S.A.
& Catalyst Investment Group Limited



Insetco plc ("Insetco" or the "Company") has today announced that it has agreed to acquire the assets of ARM Asset Backed Securities S.A. ("ARM") subject to certain conditions including those referred to below. Insetco has also announced that it will purchase Catalyst Investment Group Limited ("CIGL"), subject to certain conditions also referred to below (together, the "Acquisitions").



The assets of ARM comprise the entitlement to cash from maturing senior life settlement policies (the "ARM Portfolio"), which have a face value of approximately $320 million (£196 million) which, together with uninvested cash to be acquired, has a present estimated market value of approximately $81 million (£50 million).



Consideration for the acquisition of the assets of ARM will be met through the issuance of new Insetco 7.5% Perpetual Limited Recourse Bonds (the "Insetco Bonds") details of which will be provided to shareholders shortly. The value of the Insetco Bonds will reflect directly the market value of the ARM Portfolio at completion. Subject to the final terms of the agreement, it is also anticipated that Insetco will issue new ordinary shares ("New Ordinary Shares"), representing up to 10 per cent. of theCompany's enlarged issued share capital, further information on which will be communicated to shareholders in due course.



ARM currently has outstanding liabilities for $220 million (£135 million) arising from a series of bonds issued by ARM with various fixed maturity dates and coupons. It is intended that these liabilities will be exchanged in full for the Insetco Bonds.



Acquisition conditions



The acquisition of the ARM Portfolio is conditional on, among other things, a majority of the existing ARM investors by value indicating that they will agree to the disposal of the ARM Portfolio.



In addition, the Company notes the press release dated 29 August 2011 by the Commission de Surveillance du Secteur Financier (the "CSSF"), the Luxembourg financial regulator, concerning its refusal to grant a license to ARM as a regulated securitisation vehicle. The acquisition of the ARM Portfolio will be completed only if in compliance with this and previous statements by the CSSF.



The acquisition of CIGL is conditional on the acquisition of the ARM assets. Consideration for the acquisition of CIGL will be met through the issue of New Ordinary Shares representing up to 19.90 per cent. of the Company's enlarged issued share capital.



The acquisition of the ARM Portfolio is conditional on, among other things, a majority of the existing ARM investors by value indicating that they will agree to the disposal of the ARM Portfolio.



Suspension from trading



The Acquisitions will be regarded as a reverse takeover pursuant to the AIM Rules for Companies and will therefore be subject to shareholder approval, as well as a number of further conditions.



Given that the Acquisitions will constitute a reverse takeover, Insetco's shares will be suspended from trading pending the publication of an admission document. Suspension is effective from 7.30 am on 1 September 2011.



Information on ARM



ARM has issued approximately $220 million (£135 million) of bonds to existing ARM bondholders (taking account of those who have applied for ARM bonds that are as yet unissued). ARM has an entitlement to the cash flows arising from the ARM Portfolio, which has a face value of around $320 million (£196 million). The senior life settlement policies within the ARM Portfolio will be independently valued, and the ultimate number of Insetco Bonds and By thehog2

Re: Newsflow

By mediawiz
Wed, 09 Mar 2011 08:03:00 GMT

Not suggesting a buy but at least an initiation note so that people can understand chat it is doing and prospects
Why should it not be allowed to list ? By mediawiz

Re: Newsflow

By JakNife
Tue, 08 Mar 2011 19:42:00 GMT

Why would any broker runi their reputation by suggesting a buy? The bear case is incredibly solid, the company is a complete joke and should never have been permitted to list to begin with. By JakNife

Newsflow

By mediawiz
Tue, 08 Mar 2011 12:59:00 GMT

I really am surprised this share is not at least supported by a broker note. I guess there will be some news in the annual results although I dont hold my breath. Management really need to do some business to support the current valuation By mediawiz

Insetco Is Not for Me Says Lucian Miers

By carlsmillie
Thu, 02 Dec 2010 08:37:00 GMT



At 18p Insetco is capitalised at around £13 million which does not sound a lot until you look at what is there. Furthermore there are loads of options and convertible loan stock outstanding, exercisable at 0.1p so that on a fully diluted basis it is considerably more than that (above £20 million by my calculations).

The company consists of £685,000 cash (as of July 19th) and a game plan. The company became a cash shell after it emerged from the ashes of failed media business Avanti Screen Media in April this year.

Now for the game plan: After a brief period of suspension the company announced that it signed a licence agreement with US listed Dematco Inc (dmat), to use Dematco’s technology to securitize and market life policies.

In April, Chuck Woodworth, the executive Chairman crowed “I have known Dematco for the last two years…. And believe that being able to utilise the dmat know how and product range provides a real and immediate opportunity for Insetco. I look forward to developing a stronger relationship with Dematco over the coming months”

In May we were told that $2 million of revenue was on the way “within the next three months”

Sadly by August it had:

“…become clear that structuring and implementing these and other policies will take considerably longer than originally anticipated. Consequently, revenues from fees for these services for the current year will be significantly lower than previously indicated”.

Part of the reason for this delay may be that Dematco, upon whose know how and software Insetco relies to package its policies, seems to have disappeared without trace. It is no longer quoted on nasdaq and its majority owner, convicted fraudster Terry Ramsden, is rumoured to be hiding out in Canada from the people who put money into Dematco (a slightly unconventional mob, I am informed).

If the answer to the question…

“Would you like to give us £20 million quid and in return you can have half a million quid and the opportunity to take a flyer with an enterprise involving a convicted fraudster who is currently in hiding?”

…is no, then this piece of aim rubbish is not for you.


Posted by Richard Gill on Dec 1, 05:34 PM in Comment


By carlsmillie

By JS100
Thu, 19 Aug 2010 15:39:00 GMT

What ever happened with this? By JS100