SectorGuard plc, the AIM listed provider of security and fire protection services, is proposing to change the name of the Company to ‘Legion Group plc’ and to strengthen the Company’s balance sheet by the conversion into ordinary shares in the capital of the Company of £1.845 million of indebtedness currently owed to Mark Higgins, the Company’s Chief Executive Officer. In a release to the London Stock exchange, SectorGuard Plc (The Company) announced;
Change of Name: When the Company acquired Legion Group plc (“Legion Group”) in March 2009, the Directors stated an intention to retain the ‘Legion’ brand for the enlarged group. Since completion of that acquisition, the ‘Legion’ brand has been promoted as the principal brand of the group and this transformation of the group’s brand image will be completed by the proposed change of name of the Company to ‘Legion Group plc’. The entire enlarged group will be rebranded ‘Legion Group’ with effect from 1 July 2009.
Debt Conversion: To assist in the funding of the acquisition of Legion Group, the Company borrowed £1 million from Mark Higgins and issued to him a loan note convertible into Ordinary Shares at an issue price of 1p per share. The Company proposes to convert the entire outstanding £1 million balance of this loan note into 100,000,000 Ordinary Shares at the earliest opportunity available in accordance with the AIM Rules.
In addition, as announced on 11 March 2009, the Company and Mark Higgins agreed to capitalise part of the indebtedness owed by the Company to Mark Higgins in respect of the consideration outstanding under the agreement by which the Company acquired ManGuard Limited. On 11 March 2009, the Company issued £1 million loan notes to Mark Higgins as payment of part of the first year additional consideration payable under that agreement. The Company also proposes that, subject to the passing of the relevant resolutions at the general meeting, £845,000 of such loan notes should be converted into 84,500,000 Ordinary Shares, also at the first available opportunity. The balance of £155,000 of the loan notes will remain outstanding on the terms set out in the loan notes.
The issue of the Ordinary Shares is conditional on the passing of certain resolutions at the General Meeting and admission of the Ordinary Shares to trading on AIM and is intended to take place following the announcement of the Company’s final results for the year ended 31 March 2009, which is expected to happen in July. Following completion of the conversion of the debt referred to above, the enlarged issued share capital of the Company will comprise 778,276,248 Ordinary Shares, of which Mark Higgins will own 233,375,000, representing 29.99 per cent. of the issued share capital.
As the Company does not currently have sufficient authorities to issue the Ordinary Shares to Mark Higgins pursuant to the conversion of the loan notes, the Company is seeking shareholder authority to issue and allot 184,500,000 Ordinary Shares in connection with the loan note conversion. The Company is also seeking Shareholder authority to issue up to a further £1,284,150 of the unissued share capital of the Company, equating to 256,830,000 new Ordinary Shares, of which £583,700 (116,740,000 Ordinary Shares) can be issued for cash after disapplying statutory pre-emption rights. The Company also proposes to increase the authorised share capital to £6,000,000.