Placing (9001D)
March 30 2011 - 3:39AM
UK Regulatory
TIDMFAN
RNS Number : 9001D
First Artist Corporation PLC
30 March 2011
FIRST ARTIST CORPORATION PLC
("First Artist" or the "Company")
Placing
Conversion of Unsecured Loan
Related Party Transaction
Issue of Equity
Total Voting Rights
First Artist Corporation plc (AIM: FAN) is pleased to announce
that it has placed a total of 8,700,000 new ordinary of 2.5 pence
each (the "Placing Shares") at a price of 23 pence per share (the
"Placing Price") to raise GBP2 million before expenses (the
"Placing"). The Placing is conditional upon admission of the
Placing Shares to trading on AIM.
The net proceeds from the Placing, representing new and existing
investors from the UK, led by London-based entrepreneur Nigel Wray,
will be used to reduce debt and for working capital. This is part
of the Company's strategy to de-leverage the Group and enable the
Board to continue re-positioning the Group's businesses.
Pivot Entertainment LLC ("Pivot") has agreed to capitalize the
unsecured loan that it made available to the Group as set out in
the announcement of 08 December 2010 ("the Loan"). The Company has
taken the decision to convert the debt (consisting of GBP1,480,323
in principal and interest) into 7,401,615 ordinary shares of the
Company ("the Conversion Shares") at a conversion price of 20 pence
per share ("the Conversion Price"). The Directors believe that the
Conversion Price reflects the early stage investment made by Pivot
as well as reducing the indebtedness of the Group.
As Pivot is a significant shareholder in the Company, the
conversion of the Loan into new ordinary shares by Pivot is a
related party transaction under the AIM Rules. The Directors (less
Mr. Barbera and Mr. Stoller) consider, having consulted with its
Nominated Adviser, Seymour Pierce, that the terms of the
Transaction are fair and reasonable insofar as the shareholders are
concerned.
As previously stated in the announcement made on 8 December
2010, the Company expressed its intention to replace the existing
bank facility with a new revolving credit facility. The Company is
presently arranging for a new bank facility with Allied Irish Bank
(AIB) which based upon recent repayments of certain amounts of
debt, will provide the Company with much more favorable interest
rates and terms.
An announcement will be made at the appropriate time if there is
any further change in the financial condition of the Group.
Application has been made for the admission ('Admission') of the
Placing Shares and Conversion Shares to trading on the AIM market
of the London Stock Exchange. It is expected that Admission will
become effective and that dealings will commence on 03 April 2011.
Upon issue, the Placing Shares and Conversion Shares will rank pari
passu in all respects with the Company's existing Ordinary
Shares.
Following the Placing and the conversion of the Loan, the total
number of shares in issue is 65,957,718. There are no shares held
in treasury. The total number of voting rights in the Company is
therefore 65,957,718.
The above figure of 65,957,718 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company, under the Disclosure and
Transparency Rules.
Commenting on today's announcement, Jeremy Barbera, Chief
Executive of First Artist, said:
"During February and March we have successfully raised GBP4
million in equity, principally to reduce bank debt, and strengthen
our balance sheet. We are very grateful to Nigel Wray as well as
all our other shareholders for the strong vote of confidence in our
ability to re-position First Artist as a leading transatlantic
media and entertainment business."
Enquiries:
First Artist Corporation Plc
Jeremy Barbera/David Stoller/ Shirley Stapleton Tel: +44 20
79930000
Seymour Pierce Limited
Stewart Dickson /Tom Sheldon (Corporate Finance) Tel: +44 20
71078000
Katie Ratner (Corporate Broking)
Bishopsgate Communications Limited
Duncan McCormick Tel: +44 20 75623350
This information is provided by RNS
The company news service from the London Stock Exchange
END
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