TIDMRIC
RNS Number : 8757H
Richoux Group PLC
13 June 2017
Richoux Group plc
Subscription to raise approximately GBP4.0 million
The Company today announces that it has raised approximately
GBP4.0 million by way of a subscription (the "Subscription") of
25,277,488 new Ordinary Shares (the "Subscription Shares") at a
price of 16 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 124,879,072 Ordinary
Shares in issue and a market capitalisation of approximately
GBP20.0 million at the Subscription Price. The Subscription Shares
represent 20.2 per cent. of the issued ordinary share capital of
the Company immediately following Admission. The Subscription Price
is at a discount of 16 per cent. to the closing mid-market price
per Ordinary Share on 12 June 2017, being the last dealing day
prior to the announcement of the Subscription. Application has been
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 16 June 2016.
The Subscription Shares are being allotted using the Directors'
authority to allot Ordinary Shares for cash on a non-pre-emptive
basis, as granted at the Company's AGM on 9 June 2017. 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
Simon Morgan, Jonathan Kaye, 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 Existing Subscription Shareholding % of
Shareholding Issued Shares as at issued
Share subscribed Admission share
Capital for capital
as at
Admission
Non-Executive
Simon Morgan Chairman 0 0.0% 125,000 125,000 0.1%
Chief Executive
Jonathan Kaye Officer 1,979,395 2.0% 3,125,000 5,104,395 4.1%
Non-Executive
Salvatore Diliberto* Director 20,963,066 21.1% 5,273,375 26,236,441 21.0%
The Hon. Robert Non-Executive
Rayne Director 16,313,843 16.4% 4,103,838 20,417,681 16.4%
Substantial
Phillip Kaye shareholder 22,533,279 22.7% 3,121,025 25,654,304 20.5%
Substantial
Michinoko Limited shareholder 16,762,690 16.9% 4,216,750 20,979,440 16.8%
*Of Salvatore Diliberto's 5,273,375 Subscription Shares,
2,636,687 shares are being subscribed for by his wife, Irene
Diliberto.
Mehdi Gashi, 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 Party's The Concert Party's
Holder Party's existing Shares beneficial interest beneficial interest
beneficial subscribed in the Company in the Company
interest in for as at Admission as at Admission
the Company and assuming Jonathan
Kaye acquires in
full the 23,027,403
Ordinary Shares
granted under his
Share Incentive
Ordinary Shares Ordinary Shares Ordinary Shares
Number % of Number Number % of voting Number % of voting
voting rights rights
rights
Phillip Kaye 22,533,279 22.7% 3,121,025 25,654,304 20.5% 25,654,304 17.3%
Samantha
Sanson 1,123,706 1.1% 0 1,123,706 0.9% 1,123,706 0.8%
Jonathan
Kaye 1,979,395 2.0% 3,125,000 5,104,395 4.1% 28,131,798 19.0%
Sam Kaye 901,637 0.9% 1,250,000 2,151,637 1.7% 2,151,637 1.5%
Adam Kaye 741,636 0.7% 1,250,000 1,991,636 1.6% 1,991,636 1.3%
Total Concert
Party 27,279,653 27.4% 8,746,025 36,025,678 28.8% 59,053,081 39.9%
In the event that Admission of the Subscription Shares in full
does not occur, the Subscription will not proceed.
This announcement contains inside information.
13 June 2017
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
IOEBLLLFDQFXBBL
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