RM2 International SA Subscription for Convertible Preferred Shares (8021J)
June 30 2017 - 10:10AM
UK Regulatory
TIDMRM2
RNS Number : 8021J
RM2 International SA
30 June 2017
30 June 2017
RM2 International S.A.
Subscription for US$20 million Convertible Preferred Shares
RM2, the sustainable composite pallet innovator, is pleased to
announce that it has received commitments to subscribe for $20
million of newly issued Class B convertible preferred shares
("Convertible Preferred Shares"), of which $2.5m will be issued to
its Chairman, R. Ian Molson, $1 million to Verlinvest S.A. and $6
million to Woodford Investment Management LLP ("WIM") and the
balance to new and existing investors.
Of the total 92,487,729 Convertible Preferred Shares to be
issued, 4,591,743 Class B Convertible Preferred Shares were issued
at GBP0.35 per share on June 22, 2017 (the "June 22 Tranche") and
an initial tranche of 41,580,215 Convertible Preferred Shares are
being issued now at a price of GBP0.16125 pursuant to the
previously announced authorisation granted to the Company by
shareholders at the Company's general meeting held on February 20,
2017 (the "June 30 Tranche"). Shareholder authorisation will be
sought at a general meeting to be scheduled on July 17, 2017 with
respect to the issue of the remaining Convertible Preferred Shares,
which are to be priced at GBP0.16125 (the "EGM"). The June 22
Tranche and the June 30 Tranche together represent $11.1m of the
total $20m subscription (the "June Subscriptions").
Following the June Subscriptions, RM2's issued share capital is
composed of 401,062,656 Ordinary Shares of USD 0.01 each and an
aggregate of 88,500,000 Convertible Preferred Shares of USD 0.01
each in the capital of the Company, of which 397,334 Ordinary
Shares are held as non-voting treasury stock. The total number of
voting rights in the Company following the issue of the June
Subscriptions is therefore 489,562,656. Assuming approval is
granted at the EGM for the issue of the balance of the Convertible
Preferred Shares, the total voting rights in the Company following
the issue of the balance of the Convertible Preferred Shares will
be 535,481,093.
WIM's full subscription for 29,298,663 Convertible Preferred
Shares at a price of GBP0.16125 is, subject to shareholder
approval, to be completed as part of the latter tranche following
the AGM and therefore WIM's holding in the Company pursuant to the
June Subscriptions remains unchanged. Therefore following the June
Subscriptions, WIM will hold a total of 112,754,011 ordinary shares
in the Company representing 34.4 per cent. of the Company's issued
share capital and 71,626,705 Convertible Preferred Shares in the
capital of the Company. Subject to approval at the EGM, WIM's full
subscription is expected to be made following the EGM
authorization. Of the June 30 Tranche Tranche, R. Ian Molson is
expected to subscribe for 8,662,545 Convertible Preferred Shares
today at GBP0.1625 and a balance of 3,545,231 Convertible Preferred
Shares assuming shareholder authorisation is granted at the
EGM.
The issue of shares to WIM is deemed to be related party
transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, the independent directors for the purposes of the
issuance of the convertible preferred shares, being all the
directors, having consulted with the Company's Nominated Adviser,
Strand Hanson Limited, consider that the terms of the issuance of
the convertible preferred shares are fair and reasonable insofar as
the Company's shareholders are concerned.
The Company can confirm that its Annual Report for the year
ended 31 December 2016 has been posted to shareholders.
For further information, please contact:
+44 (0)20 7638
RM2 International S.A. 9571
Jasper Judd, Chief Executive
Officer
Jean-Francois Blouvac, Chief
Financial Officer
Strand Hanson Limited (Nominated +44 (0) 20 7409
Adviser) 3494
James Spinney
Ritchie Balmer
James Bellman
+44 (0)20 7614
Arden Partners 5928
Ruari McGirr
Chris Hardie
+44 (0)20 3829
Zeus 5000
John Goold
+44 (0)20 7638
Citigate Dewe Rogerson 9571
Simon Rigby
Ellen Wilton
Elizabeth Kittle
Notes to Editors
RM2 International S.A. specialises in pallet development,
manufacture, supply and management to establish a leading presence
in global pallet supply and improve the supply chain of
manufacturing and distribution businesses through the effective and
efficient use and management of composite pallets. It is quoted on
the AIM market of the London Stock Exchange under the symbol
RM2.L.
For further information, please visit www.rm2.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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