TIDMLEAL
RNS Number : 9573H
Lead All Investments Limited
04 December 2015
Company No: WK 259337
LEAD ALL INVESTMENTS LIMITED
(Incorporated in the Cayman Islands)
Lead ALL Investments Limited
("LEAL" or the "Company")
Proposed Sub-Division of Ordinary Shares of 1 pence each into
two Ordinary Shares of 0.5 pence each and proposed fundraising by
the issue of 150,000,000 new Ordinary Shares of 0.5 pence each by
means of a Firm Placing of 27,555,000 new Ordinary Shares and a
conditional Placing and Open Offer of 122,445,000 new Ordinary
Shares at 0.5 pence per share
Shareholder Circular and Notice of General Meeting
4 December 2015
Lead All Investments Limited (the "Company") today announces a
proposed sub-division of each of the ordinary shares of 1 pence
each in its capital into two shares of 0.5 pence each
("Sub-Division"), ("Shares") and a fundraising by the issue of 150
million new Shares by way of a firm placing of 27,555,000 new
Shares ("Firm Placing") and a conditional placing ("Placing") and
open offer ("Open Offer") of 122,445,000 new Shares at 0.5 pence
per new Share to raise approximately GBP750,000 before
expenses.
In order to provide Shareholders who have not taken part in the
Firm Placing or the Placing with an opportunity to participate in
the proposed fundraising, the Company is providing all Qualifying
Shareholders and Qualifying DI Holders with the opportunity to
subscribe, at the Offer Price, for an aggregate of up to
122,445,000 Offer Shares, on the basis, post the Sub-Division, of
2.5 new Shares for every existing Share at 0.5 pence each, payable
in full on acceptance. The Placing will be subject to clawback
depending on the acceptance levels under the Open Offer.
The Open Offer provides Qualifying Shareholders and Qualifying
Depositary Interest ("DI") Holders with an opportunity to
participate in the proposed issue of the Open Offer Shares on a
pre-emptive basis whilst providing the Company with additional
capital to invest in the business of the Company. Admission is
expected to occur no later than 8am on 31 December 2015 and/or such
later time and/or date as the Company and ZAI Corporate Finance
Limited may agree.
Reasons for the Placing and Open Offer
The Company has, since incorporation, been unable to find a
suitable investment within its investing policy. Over time, the
cash resources available to the Company have become depleted such
that the ongoing process of securing an investment the Board feels
capable of recommending to Shareholders has become compromised. The
Board considers that there remain reasonable prospects of securing
an investment and that, in the pursuit of the strategy of the
Company, that it will be necessary that further funds be available
to support that process.
The Firm Placees and the Placees, all of whom are existing
Shareholders, but are not all of the existing Shareholders, have
agreed to subscribe for the Firm Placed Shares and the Placing
Shares. The Firm Placed Shares equate to the pro-rata entitlement
to Shares of the Firm Placees in the context of the fundraising as
a whole and are not subject to clawback under the Open Offer. The
Placing is subject to clawback to the extent that any Qualifying
Shareholders take up their entitlement under the Open Offer. The
Placees, having agreed to take the Placing Shares, will not
therefore be seeking to participate in the Open Offer which
accordingly will be available only to existing Shareholders who are
not Placees.
The required authorities to allot the required Shares to effect
the Firm Placing and Placing and Open Offer are set out within new
Memorandum and Articles proposed to be adopted as part of the
arrangements to effect the Firm Placing and the Placing and Open
Offer. The new Memorandum and Articles are set out in the notice
sent to Shareholders today convening an extraordinary meeting of
the Company ("EGM") at which the third resolution to be proposed
would, if passed, permit the Directors to allot all of the Placing
Shares as if the rights of pre-emption contained within the new
Memorandum and Articles did not apply. If the Resolutions are
approved at the EGM then the new Memorandum and Articles will have
been adopted and the Directors will be authorised under the
authorities set out in the new Memorandum and Articles, including
as disapplied by the third Resolution, to allot the Firm Placed
Shares and the Placing Shares which allotment could result, if
effected in full, in the Firm Placees and the Placees (who are the
same people) in aggregate holding approximately 76% of the Shares
then in issue.
In addition to the authorities to the Directors to allot Shares
and the dis-application of rights of pre-emption in order to permit
the Placing, the new Memorandum and Articles contain an amendment
whereby the prohibition on any shareholder being able to acquire
shares in the Company holding 30% or more of the voting rights in
the Company be altered such that the absolute prohibition that
currently exists on the current wording become a prohibition to be
applied in the discretion of the Directors acting in the best
interests of the Company. The Board considers that such an approach
will be more consistent with the other provisions of the articles
of association of the Company which seek to offer Shareholders, and
especially minority Shareholders, certain protections in the case
of takeovers of the Company.
Extraordinary General Meeting and Shareholder approval
The Sub-Division, adoption of the new Memorandum and Articles
and dis-application of rights of pre-emption are each conditional
on the passing of the applicable Resolutions to be proposed at the
EGM. A notice convening the EGM to be held at 10.00 a.m. (Malay
time) on Wednesday, 30 December 2015 at W07A1, 7th Floor,West
Block, Wisma Selangor Dredging, 142C Jalan Ampang, 50450 Kuala
Lumpur, Malaysia, at which the resolutions to approve the
Sub-Division, to adopt the new Memorandum and Articles and to
dis-apply rights of pre-emption will be proposed, is today being
sent to Shareholders.
Details of the Placing
The Company has conditionally raised GBP750,000 before expenses
by the Firm Placing and conditional Placing of up to 150,000,000
New Shares at the Offer Price to the Placees. The Placing Shares
comprising 122,445,000 new Shares to be issued pursuant to the
Placing will be subject to clawback, based on acceptances received
by Qualifying Shareholders and Qualifying DI Holders under the Open
Offer.
The Shares that are the subject of the Firm Placing and the
Placing may, if there are no acceptances under the Open Offer,
amount to over 71% of the share capital of the Company as enlarged
by the Firm Placing and Placing. Details of the Placees that would
hold 76% (approximately) of the Shares in such circumstances are
set out below.
The Placing is conditional, inter alia, upon the Open Offer
being made and the Placing becoming or being declared unconditional
in all respects and Admission becoming effective by no later than
8am on 31 December 2015 or such later time and/or date (being no
later than 8am on 08 January 2016) as ZAI and the Company may
agreed.
Application will be made to the London Stock Exchange for the
Admission of the Firm Placed Shares and the Placing Shares to
trading on AIM. It is expected that Admission will occur and that
dealings will commence at 8am on 31 December 2015 at which time it
is also expected that Depositary Interests representing the Firm
Placed Shares and Placing Shares will be enabled for settlement in
CREST.
Details of the Open Offer
In order to allow Qualifying Shareholders to participate in the
fundraising on the same terms, the Company is proposing to issue up
to 122,445,000 Offer Shares from the Open Offer at the Offer Price,
payable in full on acceptance. Any entitlements to Offer Shares not
subscribed for by Qualifying Shareholders or Qualifying DI Holders
will be available to Qualifying Shareholders and Qualifying DI
Holders under the Excess Application Facility. The Placing will be
clawed back according to the level of acceptances under the Open
Offer and the Excess Application Facility.
Qualifying Shareholders and Qualifying DI Holders may apply for
Offer Shares under the Open Offer at the Offer Price on the
following basis:
2.5 Offer Shares for every Existing Ordinary Share (post the
Sub-Division)
and so in proportion for any number of existing Shares held on
the record date for the Open Offer save that any resulting
entitlement to less than a whole Ordinary Share shall be rounded
down to the next whole Ordinary Share. Entitlements of Qualifying
Shareholders and Qualifying DI Holders will be rounded down to the
nearest whole number of Offer Shares. Fractional entitlements which
would otherwise arise will not be issued to the Qualifying
Shareholders and Qualifying DI Holders but will be made available
under the Open Offer excess application facility. Only Shareholders
who are not Placees will be Qualifying Shareholders or Qualifying
DI Holders. Qualifying Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open Offer.
Subject to availability, the excess application facility enables
Qualifying Shareholders and Qualifying DI Holders to apply for
excess Shares through the excess application facility.
Full details in respect of the Open Offer are set out in the
circular to Shareholders being sent today (the "Circular") a copy
of which will be available on the web-site of the Company. The
latest time and date for receipt of completed application under the
Open Offer and payment in respect of it is 11am on 23 December
2015. The Open Offer is not being made to certain Overseas
Shareholders. The Open Offer is not a rights issue and therefore
the Offer Shares which Qualifying Shareholders and Qualifying DI
Holders do not apply for will not be sold in the market for the
benefit of Qualifying Shareholders or Qualifying DI Holders who do
not apply for Offer Shares.
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