FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2003
VI GROUP PLC
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(Translation of registrant's name into English)
THE MILL, BRIMSCOMBE PORT, STROUD, GLOUCESTERSHIRE GL-52QG, U.K.
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
- . . .
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
. . . -
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
EXPLANATORY NOTE
Purpose of Filing
The purpose of this report is to report issuance by the Registrant on January
10, 2003 by way of private placement of a $1,000,000.00 Convertible
Subordinated Debenture to an institutional investor. The transaction was
reported by the Company in a press release dated January 10, 2003 as follows:
FRIDAY, 10 JANUARY 2003
VI GROUP PLC
LOAN AND INVESTMENT AGREEMENT
VI Group plc ("VI" or "the Group"), one of the leading suppliers of CAD/CAM
software to the mould and die sector, announces today that it has entered into a
Loan and Investment Agreement ("Agreement") with Hemisphere Capital LLC, a
private equity investor that focuses on fast growing Western European ICT
businesses. Under the terms of the Agreement, Hemisphere Capital has invested
approximately 622,000 (US$1.0m) to acquire a convertible debenture, to be
followed at a later date by a proposed additional investment of between 1.2m
and 2.5m (US$2.0m and US$4.0m) by way of a convertible preferred equity issue.
The convertible debenture, which will bear interest at 9% per annum, is
convertible in certain circumstances into American Depository Receipts ("ADR"s)
of VI at a price of $4.5429 per ADR (1 ADR representing 20 ordinary VI shares)
and will mature no later than 10 January 2006. The convertible debenture was
concluded earlier today and will, subject to anti-dilution and other similar
adjustment, constitute 4,402,460 ordinary shares on conversion. The future
financing by convertible preferred equity is subject to VI shareholders'
approval that will be sought in an Extraordinary General Meeting to be held in
the first half of 2003 and further discretionary due diligence and approval by
Hemisphere Capital.
This US investment is to be used in furthering VI's plans for both organic
growth and US acquisitions. Under the terms of the Agreement, Hemisphere Capital
will play a significant role in VI's future expansion. Further details of the
proposed financing will be released and distributed to shareholders in advance
of the Extraordinary General Meeting.
Stephen Palframan, Chairman of VI, commented:
"WE ARE DELIGHTED TO HAVE RECEIVED THIS STRONG SUPPORT FROM HEMISPHERE CAPITAL.
THE PROPOSED FUND RAISING FOLLOWS THE LISTING OF VI'S SHARES ON THE AMERICAN
STOCK EXCHANGE IN OCTOBER 2002 AND IN PROVIDING THE FINANCE TO ENABLE THE GROUP
TO EXPAND, IS AN IMPORTANT STEP IN OUR GROWTH AND RETURNS TO SHAREHOLDERS."
DANIEL SASAKI, MANAGING PARTNER OF HEMISPHERE, COMMENTED:
"VI has a strong record of profitable growth and a clear vision for accelerating
its success through international expansion. The Hemisphere team is looking
forward to working closely with management to help VI grow its business rapidly
and profitably."
THIS RELEASE IS BEING PROVIDED AS A MATTER OF RECORD ONLY. THE SECURITIES
DESCRIBED IN THIS RELEASE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION FROM REGISTRATION
REQUIREMENTS.
FOR FURTHER INFORMATION PLEASE CONTACT:
Don Babbs, Chief Executive
Tel: 01453 732 900
Peter Wharton, Finance Director
VI GROUP PLC
Paul Downes/Dominic Barretto Tel: 020 7606 1244
MERLIN FINANCIAL
NOTES TO EDITORS:
VI GROUP designs, develops and supplies Computer Aided Design (CAD) and Computer
Aided Manufacturing (CAM) software that radically enhances the efficiency of the
design and manufacturing process in industry. Its software enables tooling
designers and mould makers to provide leading edge design as well as drive the
machine tools to cut the designed component or mould. VI is one of the few
CAD/CAM companies to provide these specialist capabilities. Current clients
include HS Die, one of the largest mould makers in the United States, Corus, a
leading international metal company born out of the merger of British Steel and
Koninklijke Hoogovens and DaimlerChrysler, one of the world's leading
automotive, transportation and services companies.
The Company's shares trade on both the London Stock Exchange and American Stock
Exchange.
HEMISPHERE CAPITAL is a private equity investor that focuses on fast-growing ICT
businesses originating in Western Europe. Hemisphere provides the capital and
management expertise to support the profitable growth of these companies,
particularly their international expansion. Based in London with a business
development presence in Boston, MA, Hemisphere's principals represent more than
40 years of successful international investing, operations and management
expertise at SOFTBANK, Yahoo!, Sony, IBM and Credit Suisse First Boston. The
team's strength is cross-border business development, particularly in the U.S.
and the major markets of Asia.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VI GROUP PLC
By /s/ Elliot I. Miller
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Elliot I. Miller
Director and Deputy Chairman
of VI Group plc
Date: January 13, 2003