- 28 October 2016
Uvenco UK plc (“Uvenco” or “the Company”)
Agreement with Unicum and related party transactions
Uvenco UK plc (AIM: UVEN) announces that on 28 October 2016 it entered into an agreement (“Agreement”) with Unicum Limited (“Unicum”), the vending machine manufacturer, for revised payment terms on the supply of vending and table top machines to the Company over the next 12 months (“Services”). In addition, the Company is providing additional information on previous agreements with Unicum which are historical related party transactions.
The Agreement provides for consideration payable to Unicum for the Services to be satisfied as to 70 per cent. in cash, with the balance payable in new ordinary shares in Uvenco. The reference price for any such new shares shall be the average market value of shares during the quarter preceding the relevant payment date. The maximum value of machines to be supplied by Unicum over the next 12 months is not more than £500,000, and consequently the maximum value of shares that may be issued is £150,000, being 30 per cent. of the maximum figure. Applications will be made at the time of issue for admission of any consideration shares to trading on AIM, together with the relevant notifications.
Unicum is the developer and manufacturer of the Move machine, a next generation machine for public locations, which is equipped with telemetry, and provides vending and table top machines to the Company.
Unicum is a related party of the Company. Unicum is controlled by Boris Belotserkovsky, a non-executive director of the Company and a member of the Belotserkovsky concert party. In addition, Sergei Kornienko, Chief Executive of the Company, is a non-executive director of Unicum.
The independent directors of the Company (being the directors, with the exception of Boris Belotserkovsky and Sergei Kornienko), having consulted with the Company's nominated adviser, Stockdale Securities Limited, consider that the terms of the Agreement are fair and reasonable insofar as the Company's shareholders are concerned.
On any future such transactions where AIM Rule 13 applies, the Company will make the required ‘fair and reasonable’ statement, having consulted with its nominated adviser.
Jeremy Hamer, Chairman of Uvenco UK plc commented: "We are pleased to secure these revised payment terms for our additional Free on Loan activity. It will help us towards achieving our major goals to stop revenue decline, enhance Ebitba performance and restore growth to the Company."
Historical related party transactions
On 4 May 2015, the Company agreed the commercial terms for the supply by Unicum of vending machines and constituent parts to the Company. During 2015 the Company concluded supply contracts with Unicum as set out below (“Orders”), in each case for the supply of vending machines:
Date of order invoice Value of order
5 May 2015 £78,408
11 June 2015 £77,625
1 September 2015 £76,368
At the time of each Order, Unicum was a related party of the Company, as described above and the Orders were therefore transactions with a related party. Furthermore, the June 2015 and September 2015 Orders, were subject to a ‘fair and reasonable’ statement under AIM Rule 13 (when aggregating the value of the Orders over a 12-month period), however no such statement was made at the relevant time. On 11 December 2015, Unicum converted the £230k outstanding sums due to them at that time into new ordinary shares in the Company at 10p per share. This conversion was a transaction with a related party under AIM Rule 13 and the relevant ‘fair & reasonable’ statement was given at that time. On 30 December 2015, the Company notified that the debt and resultant new shares were subsequently assigned to Uvenco Holdings Limited, also controlled by Mr Belotserkovsky.
The Orders were entered into on an arm’s length basis and on standard commercial terms, in line with the relationship agreement between the Company and Boris Belotserkovsky entered into on 10 October 2014.
The independent directors of the Company (being the directors, with the exception of Boris Belotserkovsky and Sergei Kornienko), consider that the terms of the June 2015 and September 2015 Orders were fair and reasonable insofar as the Company's shareholders are concerned.
Uvenco UK plc Tel No. 020 8879 8300
Stockdale Securities Tel No. 020 7601 6100