TIDMRIC
RNS Number : 1619S
Richoux Group PLC
19 December 2016
Richoux Group plc
Subscription of 6,771,972 Ordinary Shares at a price of 25 pence
per share
The Company today announces that it has raised approximately
GBP1.69 million by way of a subscription (the "Subscription") of
6,771,972 new Ordinary Shares (the "Subscription Shares") at a
price of 25 pence per Ordinary Share (the "Subscription Price").
The Subscription is conditional upon admission of the Subscription
Shares to trading on the AIM market of the London Stock Exchange
("Admission").
The proceeds of the Subscription will be used for general
working capital purposes.
Details of the Subscription
Following Admission, the Company will have 99,341,584 Ordinary
Shares in issue and a market capitalisation of approximately
GBP24.8 million at the Subscription Price. The Subscription Shares
represent 6.8 per cent. of the issued ordinary share capital of the
Company immediately following Admission. The Subscription Price is
at a discount of 3.8 per cent. to the closing mid-market price per
Ordinary Share on 16 December 2016, being the last dealing day
prior to the announcement of the Subscription. Application will be
made to the London Stock Exchange for the Subscription Shares to be
admitted to trading on AIM and it is expected that Admission will
occur on 22 December 2016.
The Subscription Shares are being allotted using the Directors'
existing authority to allot Ordinary Shares for cash on a
non-pre-emptive basis, as granted at the Company's most recent AGM.
The Subscription is neither a rights issue nor an open offer and
the Subscription Shares will not be offered generally to
Shareholders on a pre-emptive basis. The Directors believe that the
considerable extra cost and delay involved in a rights issue or
open offer would not be in the best interests of the Company in the
circumstances, and accordingly, the Board considers that it is in
the best interests of the Company and Shareholders as a whole for
the funds to be raised through the Subscription. The Subscription
has not been underwritten.
Related party transactions
Jonathan Kaye, Mehdi Gashi, Salvatore Diliberto, The Hon. Robert
Rayne, Phillip Kaye and Michinoko Limited (the "Related Parties")
will each subscribe for Subscription Shares pursuant to the
Subscription ("Related Party Subscriptions"). Each of the Related
Parties is a "related party" of the Company (as defined by the
London Stock Exchange's AIM Rules for Companies (the "AIM Rules"))
by virtue of either being a Director or an existing substantial
shareholder in the Company. The Related Party Subscriptions are,
accordingly treated as "related party transactions" under the AIM
Rules.
The number of Subscription Shares placed with Related Parties
and their resultant shareholdings following the Subscription is set
out below:
Name Role Existing % of Subscription Shareholding % of
Shareholding Existing Shares as at issued
Issued subscribed Admission share
Share for capital
Capital as at
Admission
Chief
Jonathan Executive
Kaye Officer 625,000 0.7% 1,354,395 1,979,395 2.0%
Executive
Mehdi Gashi Director 0 0.0% 400,000 400,000 0.4%
Salvatore Non-Executive
Diliberto Director 19,908,672 21.5% 1,054,394 20,963,066 21.1%
The Hon. Non-Executive
Robert Rayne Director 15,259,449 16.5% 1,054,394 16,313,843 16.4%
Phillip Substantial
Kaye shareholder 22,081,814 23.8% 451,465 22,533,279 22.7%
Michinoko Substantial
Limited shareholder 15,708,296 17.0% 1,054,394 16,761,690 16.9%
Philip Shotter, being the independent Director not participating
in the Subscription (the "Independent
Director"), considers, having consulted with Cenkos Securities
plc, the Company's Nominated Adviser
for the purposes of the AIM Rules, that the terms of the Related
Party Subscriptions with the Related
Parties are fair and reasonable insofar as the Shareholders are
concerned.
Concert Party
Due to the close family link, Jonathan Kaye and members of his
extended family being Phillip Kaye, Samantha Sanson, Sam Kaye and
Adam Kaye are considered a concert party (collectively, the
"Concert Party") for the purposes of Rule 9 of The City Code on
Takeovers and Mergers.
Shareholders will be aware that on 15 November 2016 a General
Meeting of the Company was held whereby a whitewash resolution
concerning the waiver of obligations for the Concert Party under
Rule 9 of the City Code was passed by means of a poll of
Independent Shareholders (the "Waiver"). On the basis that the
maximum number of new Ordinary Shares were issued to the Concert
Party at that time, the Concert Party would have a maximum
controlling position of approximately 41.3 per cent. in the
enlarged share capital of the Company (assuming Jonathan Kaye
acquires in full the 23,027,403 Ordinary Shares granted under his
share incentive arrangements).
Following the Subscription, the Concert Party's Shareholding
upon Admission and their Shareholding following Admission and
assuming Jonathan Kaye acquires in full the 23,027,403 Ordinary
Shares granted under his Share Incentive are exercised in full will
be as follows:
Registered The Concert Subscription The Concert The Concert
Holder Party's Shares Party's beneficial Party's beneficial
existing subscribed interest in interest in
beneficial for the Company the Company
interest as at Admission as at Admission
in the Company and assuming
Jonathan Kaye
acquires in
full the 23,027,403
Ordinary Shares
granted under
his Share Incentive
Ordinary Ordinary Shares
Shares
Number % of Number Number % of Number % of
voting voting voting
rights rights rights
Phillip 23.9
Kaye 22,081,814 % 451,465 22,533,279 22.7% 22,533,279 18.4%
Samantha
Sanson 1,123,706 1.2% 0 1,123,706 1.1% 1,123,706 0.9%
Jonathan
Kaye 625,000 0.7% 1,354,395 1,979,395 2.0% 25,006,798 20.4%
Sam Kaye 450,172 0.5% 451,465 901,637 0.9% 901,637 0.7%
Adam Kaye 290,171 0.3% 451,465 741,636 0.7% 741,636 0.6%
Total Concert
Party 24,570,863 26.7% 2,708,790 27,279,653 27.4% 50,307,056 41.1%
In the event that Admission of the Subscription Shares in full
does not occur, the Subscription will not proceed.
This announcement contains inside information.
19 December 2016
Enquiries
Richoux Group plc (020) 7483 7000
Susan Ludley, Financial
Controller
Cenkos Securities
plc (020) 7397 8900
Bobbie Hilliam
This information is provided by RNS
The company news service from the London Stock Exchange
END
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