TIDMLCG
RNS Number : 4566D
London Capital Group Holdings PLC
06 July 2016
6 July 2016
LONDON CAPITAL GROUP HOLDINGS PLC
("London Capital Group", the "Company" or the "Group")
Result of GM, Subscription, Open Offer, and total voting
rights
London Capital Group announces that at its general meeting
("GM") held today at the Company's offices at 1 Knightsbridge,
London, SW1X 7LX, all resolutions were passed.
The Company has issued to GLIO Holdings Limited ("GLIO"),
conditional on admission to trading to AIM ("Admission"),
195,677,799 Subscription Shares, 19,567,779 New Ordinary Shares in
payment of commission for the Subscription (the "Subscription
Commission Shares"), 65,737,303 Open Offer Shares and a further
6,573,730 Underwriting Commission Shares.
The Company is also pleased to announce the results of the Open
Offer undertaken at a price of 5 pence per share, on the basis of 9
Open Offer Shares for every 10 Existing Ordinary Shares. The Open
Offer closed for acceptances at 11.00 a.m. on 5 July 2016 and the
Company is pleased to announce that it has received valid
acceptances in respect of 5,224,898 Open Offer Shares from
Qualifying Shareholders, which includes applications for 34,790 New
Ordinary Shares under the Excess Application Facility. Qualifying
Shareholders who have validly applied for Open Offer Shares will
receive their full Open Offen Entitlement. All eligible
applications under the Excess Application Facility will also be
satisfied in full. Any Open Offer Shares not taken up by Qualifying
Shareholders under the terms of the Open Offer have been subscribed
for by GLIO pursuant to its underwriting commitment.
Application has been made for 366,054,669 New Ordinary Shares,
comprising 195,677,799 Subscription Shares, 19,567,779 Subscription
Commission Shares, 70,962,201 Open Offer Shares, and all other New
Ordinary Shares of 5 pence each following the Capital
Reorganisation, to be admitted to trading on AIM. Such Admission is
expected to become effective at 8.00 a.m. on or around 7 July 2016
(the "First Admission"). A further application has been made for
the admission to AIM of the 6,573,730 Underwriting Commission
Shares to be issued in connection with the Open Offer. Such
admission is expected to become effective at 8.00 a.m. on or around
12 July 2016 (the "Second Admission").
Defined terms in this announcement have the same meaning as set
out in the Circular posted to Shareholders on 20 June 2016, and as
announced by the Company via RNS on 21 June 2016.
Takeover Code
The Takeover Panel has confirmed that GLIO, the GLIO Directors,
the GLIO Shareholders (including, amongst others, Mr Sabet, Dr
Poncet, Mr Goulandris, Mr Rais, and excluding STP Fund (EUR)
Limited), Mr Julien Cohen and the trustees of the EBT (in respect
of the unallocated Ordinary Shares held by the EBT and the JSOP
Shares held jointly by the EBT and each of Mr Sabet and Dr Poncet)
(together, the "Concert Party") are acting in concert for the
purposes of the Takeover Code. On First and Second Admission, the
Concert Party will between them hold in excess of 50 per cent. of
the Enlarged Share Capital, as set out in the table below (from
Second Admission). Shareholders should note that, with effect from
First Admission, the Concert Party will be entitled to increase its
interests in the voting rights of the Company without incurring an
obligation under Rule 9 of the Takeover Code to make a general
offer.
Shareholder Current Holdings Holdings
holding of Concert of Concert
Party members Party members
at Second after Second
Admission Admission
and the
issue of
the CLN
Interest
Shares(2)
--------------- ----------- --------------- ---------------
9,000,000
GLIO (11.41%) 296,556,612 315,206,492
(79.80%) (80.76%)
--------------- ----------- --------------- ---------------
Charles-Henri 7,800,000
Sabet (9.89%) 7,800,000 7,800,000
(2.10%) (2.00%)
--------------- ----------- --------------- ---------------
EBT(1) 4,970,000 4,970,000 4,970,000
(6.30%) (1.34%) (1.27%)
--------------- ----------- --------------- ---------------
Charles
Poncet 200,000 200,000 200,000
(0.25%) (0.05%) (0.05%)
--------------- ----------- --------------- ---------------
Florian
Rais 50,000 50,000 50,000
(0.06%) (0.01%) (0.01%)
--------------- ----------- --------------- ---------------
22,020,000
Total (27.93%) 309,576,612 328,226,492
(83.30%) (84.10%)
--------------- ----------- --------------- ---------------
Note (1) : This figure does not include 5,000,000 JSOP Shares
held jointly by Mr Sabet and the EBT, and the 200,000 JSOP Shares
held jointly by Charles Poncet and the EBT. Mr Sabet and Dr
Poncet's JSOP Shares have both been included in the figures
representing their respective individual holdings in the table
above.
Note (2) : The percentages in this column are based on the
assumption that no other New Ordinary Shares are issued by the
Company between First Admission and the date of issue of the CLN
Interest Shares. As referred to above, there is no date fixed for
the issue of the CLN Interest Shares.
Note: Aside from GLIO, Mr Sabet, Dr Poncet and Mr Rais, there
are no other members of the Concert Party who currently hold
interests in Ordinary Shares (excluding the indirect interests held
by GLIO Shareholders by virtue of their shareholdings in GLIO).
Note: On completion of the Proposals the CLNs held by GLIO will
be redeemed. On redemption it is intended that the Warrants held by
GLIO are cancelled.
Total voting rights
Following the First Admission and the Second Admission, the
Company's issued share capital will comprise 371,628,399 New
Ordinary Shares with one voting right per share. This figure
excludes the 1,000,000 Ordinary Shares that the Company holds in
treasury. Therefore, the total number of voting rights in the
Company will be 371,628,399.
The above figure 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 in their interest
in, the share capital of the Company under the FCA's Disclosure and
Transparency Rules.
- Ends -
For further information, please contact:
London Capital
Group Holdings
plc
Charles-Henri +44 (0)20 7456
Sabet 7000
Allenby Capital
Limited
Nominated Adviser
and Broker
John Depasquale +44 (0)20 3328
Nick Naylor 5656
About London Capital Group
(http://ir.londoncapitalgroup.com/)
London Capital Group Holdings plc (hereafter "LCGH plc" or "LCG"
or "London Capital Group" or "the Group") is a financial services
company offering online trading services.
London Capital Group Limited ("LCG Ltd"), a wholly-owned trading
subsidiary of LCGH plc, is authorised and regulated by the
Financial Conduct Authority. Its core activity is the provision of
spread betting and CFD products on the financial markets to retail
clients under the trading names Capital Spreads, Capital CFDs and
LCG MT. Its other division provides online foreign exchange trading
services. LCG Ltd has a European passport and is a member of the
London Stock Exchange. LCG Ltd also has access to international
markets through its global clearing relationships.
LCGH plc is quoted on the London Stock Exchange's AIM market.
LCG is included in the General Financial sector (8770) and
Speciality Finance sub sector (8775) and has a RIC code of
LCG.L.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMGGNDVKGVZM
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