PMC International Inc. completes $11 million private placement and restructuring

Business Wire, Dec 26, 1996

DENVER--(BUSINESS WIRE)--Dec. 26, 1996--PMC International Inc. (NASDAQ Bulletin Board: PMCI) announced today the closing of a private placement of PMCI's common stock and the restructuring of the company's indebtedness and preferred stock.

In connection with the private placement, 5,177,000 shares of common stock were sold at a price of $2.125 per share, yielding approximately $11 million gross proceeds before selling commission and expenses of the offering. The placement exceeded the company's initially proposed maximum offering by 10 percent.

Simultaneous with the closing of the private placement, holders of approximately $4.5 million of the company's indebtedness, including Bedford Capital Financial Corp. ("Bedford") restructured their interests in the company. Holders of $1.5 million of indebtedness exercised warrants to purchase 1.5 million shares of common stock in exchange for their indebtedness. Bedford was repaid approximately $2 million of its indebtedness, exercised warrants to purchase approximately 1 million shares in exchange for approximately $1 million in indebtedness and was issued approximately 1 million shares of common stock in exchange for the cancellation of certain warrants held by it. In addition, several holders of the company's preferred stock exchanged their shares of preferred stock (including all rights to accrued dividends) for common stock at a rate of 1.375 shares of common stock for each share of preferred stock. Approximately 211,000 of the 349,000 shares of preferred stock outstanding were so exchanged.

The company has agreed to file a registration statement covering resale of the shares included in the private placement within the next 45 days. Shares held by Bedford and those issued in connection with the restructuring of the company's indebtedness and preferred stock are also to be included in the registration statement.

The company intends to take actions necessary for its common stock to be relisted on the NASDAQ Small Cap Market and to apply for such listing.

The board of directors of PMC International Inc. will be increased from five to seven in connection with the private placement. Emmett Daly, senior vice president of Keefe, Bruyette and Woods Inc., is to be elected to fill one of the two newly created seats. Investors in the private placement are to designate a person to fill the remaining seat.

Keefe, Bruyette and Woods Inc. of New York acted as placement agent for this transaction and as advisor to the company in connection with the restructuring.

Kenneth S. Phillips, PMCI's president and chief executive officer, stated: "The capital raised through this process will help to ensure PMC's financial stability and provide our clients with substantial comfort and assurances in connection with our ability to serve them. This funding will also help PMC enhance its position in the financial services industry."

PMC International Inc., through its subsidiaries, Portfolio Management Consultants Inc. ("PMC"), Portfolio Technology Services Inc. ("PTS"), and Portfolio Brokerage Services Inc. ("PBS"), provides a broad range of asset management services to the financial services industry. The company is a leading provider of mutual fund and separately managed account wrap technologies and services a broad range of institutional clients, both domestically and abroad.

CONTACT: Portfolio Management Consultants Inc., Denver

Kenneth S. Phillips, 303/292-1177