TIDMRM2
RNS Number : 8338A
RM2 International SA
01 October 2015
1 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction.
Securities may not be offered for sale in the United States absent
registration or an exemption from registration.
RM2 International S.A.
("RM2" or "the Company")
Conditional Placing - Completion of Bookbuild
RM2 (LSE-AIM: RM2), the vertically-integrated innovator in
pallet development, manufacture, supply and management, is today
pleased to announce the successful completion of the Bookbuild in
respect of the conditional placing of up to 75,000,000 Ordinary
Shares (the "Placing Shares") in the Company (the "Placing") as
announced on 30 September 2015, raising gross proceeds of up to
GBP30 million. All of the Placing Shares, with an issue price of 40
pence per share (the "Placing Price"), have been conditionally
placed with new and existing institutional shareholders and certain
Directors. The Placing Shares represent a maximum of approximately
23.2 per cent. of the Company's issued share capital prior to the
Placing.
Completion of the Placing is conditional on, inter alia, the
passing of the Shareholder Resolutions at the General Meeting.
8,240,000 Placing Shares (representing gross proceeds of
approximately GBP3.3 million and approximately 2.6 per cent. of the
issued share capital of the Company prior to the Placing) have been
allocated at the Placing Price to Verlinvest S.A. ("Verlinvest"),
an existing Substantial Shareholder. In addition to the conditions
applying to the Placing generally, Verlinvest's participation in
the Placing is subject to Verlinvest obtaining approval from its
board of directors, before the date of the General Meeting, for its
participation in the Placing. However, there is no certainty that
Verlinvest will obtain such board approval and therefore no
certainty that Verlinvest will be able to participate in the
Placing. If Verlinvest does not participate, the gross proceeds of
the Placing would be approximately GBP26.7 million. If Verlinvest
participates in the Placing, following completion of the Placing,
Verlinvest will hold 40,558,000 Ordinary Shares, representing
approximately 10.2 per cent. of the Enlarged Issued Share
Capital.
The Placing Shares will, when issued, be subject to the articles
of association of RM2, be credited as fully paid and will rank pari
passu in all respects with the Ordinary Shares of RM2, including
the right to receive all dividends and other distributions declared
or paid thereon following Admission. Following Admission, RM2 will
have 398,030,156 Ordinary Shares of US$0.01 each in issue (assuming
Verlinvest participates in the Placing).
Directors' Participation
Certain Directors have agreed to subscribe for, in aggregate,
5,787,037 Placing Shares at the Placing Price. The disclosable
interests of each Director subscribing for Placing Shares are set
out below:
% of current Placing % of Enlarged
Holding issued Shares Holding Issued
prior share subscribed after Share
Director to Placing capital for Placing Capital*
John Walsh 22,252,680 6.9 4,187,037 26,439,717 6.6
Ian Molson 9,400,000 2.9 1,600,000 11,000,000 2.8
*Assuming Verlinvest participates in the Placing.
Substantial Shareholder's Participation
Woodford Investment Management LLP, one of the Company's
existing Substantial Shareholders, has subscribed for a total of
39,500,000 Placing Shares, representing approximately 12.2 per
cent. of the issued ordinary share capital of the Company prior to
the Placing. Following completion of the Placing, Woodford
Investment Management LLP will hold 107,504,011 Ordinary Shares,
representing approximately 27 per cent. of the Enlarged Issued
Share Capital (assuming Verlinvest participates in the
Placing).
Related Party Transaction
Woodford Investment Management LLP's participation in the
Placing is a related party transaction under Rule 13 of the AIM
Rules. The Directors consider, having consulted with the Company's
nominated advisor, RBC Europe Limited (trading as RBC Capital
Markets) ("RBC"), that the terms of Woodford Investment Management
LLP's participation are fair and reasonable insofar as the other
Shareholders as a whole are concerned.
Use of Proceeds
As planned, the Company expects to continue to use its cash
resources and the proceeds of the Placing to fund the production of
pallets, working capital and sales and general administrative costs
of the Company.
Extraordinary General Meeting
The Placing remains conditional on, inter alia, Shareholder
approval being obtained at the General Meeting which is expected to
be held on or around 20 October 2015. A circular, including a
notice of the General Meeting, relating to the Placing will be
posted to Shareholders later today.
The Directors recommend that you vote in favour of the
Shareholder Resolutions to be proposed at the General Meeting, as
they intend to do in respect of their own beneficial holdings
amounting to 39,829,271 Ordinary Shares representing approximately
12.3 per cent. of the existing issued ordinary share capital of the
Company.
Application for Admission to AIM
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
passing of the Shareholder Resolutions, it is expected that
admission will become effective in respect of, and that dealings on
AIM will commence in, the Placing Shares, on or around 21 October
2015.
Chief Executive Officer comment
John Walsh, Chief Executive Officer commented:
"Following our recent announcement regarding production changes
and commercial progress the Company has taken the opportunity to
strengthen its balance sheet through additional investment from new
and existing shareholders.
We are grateful for the support and commitment of our
shareholders and look forward to 2016 being a year of significant
deployment of our assets."
Contacts
For further details, please contact:
+44 (0)20 8820
RM2 International S.A. 1412
John Walsh, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Ruari McGirr, Head of Planning
and Communication
+44 (0)20 7397
RBC Capital Markets 8900
Tristan Lovegrove
Pierre Schreuder
Ema Jakasovic
+44 (0)20 7638
Citigate Dewe Rogerson 9571
Kevin Smith
Ellen Wilton
The material set forth herein is for informational purposes only
and does not constitute an offer of securities for sale in the
United States or any other jurisdiction in which such an offer or
solicitation is unlawful. The securities referred to herein have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or the
laws of any state, and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state laws. No public offering of securities will be
made in the United States.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by RBC or
by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
RBC, which is authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no-one else in
connection with the Bookbuild and the Placing and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the Placing or any other matter
referred to in this announcement.
Definitions used in this announcement
Admission the admission of the Placing Shares
to trading on AIM becoming effective
(pursuant to Rule 6 of the AIM Rules
for Companies);
AIM the AIM market of the London Stock
Exchange;
AIM Rules The rules for AIM companies and their
nominated advisers issued by the
London Stock Exchange;
Bookbuild the bookbuilding exercise undertaken
by RBC in respect of the Placing;
Company or RM2 International S.A.;
RM2
Directors the directors of RM2;
Enlarged Issued the issued share capital of the Company
Share Capital following completion of the Placing
(assuming Verlinvest participates
in the Placing);
FCA the Financial Conduct Authority;
General Meeting the extraordinary general meeting
of RM2 to be held at 5 Rue de la
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