TIDMRM2
RNS Number : 1184V
RM2 International SA
29 November 2019
29 November 2019
RM2 International S.A.
("RM2" or the "Company")
Issuance and Transfer of Shares, Director Shareholdings, Total
Voting Rights
RM2 today announces that, following the approval received at the
General Meeting of Shareholders held on 31 July 2019, the second
instalment of the Second Tranche Placing has now completed through
the issuance of 50,000,000 new Ordinary Shares (the "Fourth
Instalment Shares") to Richard Cashin at the Placing Price for
$1,000,000. Immediately following issuance of the Fifth Instalment
Shares, and prior to the transfers described in the below
paragraph, Richard Cashin's holding stands at 205,595,649 Ordinary
Shares.
The issuance of any of the Second Tranche Placing Shares is
subject to certain conditions precedent, including the Company
arranging for $10 million of debt financing prior to 30 September
2019 (the "Debt Condition"), which the Company has not yet
finalised. As the Company's discussions with potential lenders have
not concluded, Richard Cashin waived the Debt Condition with
respect to the subscription of the Fifth Instalment Shares (the
"Second Waiver"). Subscription by Richard Cashin for the remaining
instalment of the Second Tranche Placing Shares will require the
Debt Condition to be waived or otherwise satisfied.
As previously announced, Richard Cashin is expected to be
on-selling at the Placing Price (i) 5,000,000 of the Fifth
Instalment Shares to The Accommodation Trust (a family vehicle of
R. Ian Molson, the Company's Chairman) and (ii) 5,419,646 of the
Fourth Instalment Shares to Polygon Global Partners LLP. Upon
settlement of these transfers, Richard Cashin's holding will stand
at 195,176,003 Ordinary Shares.
The table below sets out the positions of the Company's
Significant Shareholders (as defined in the AIM Rules) following
the issuance of the Fifth Instalment Shares and upon settlement of
the transfers described above, as well as those expected positions
following the issue of the remaining instalment of the Second
Tranche Placing Shares (assuming the Conditions are waived or
met).
Holding of % of currently Holding of % holding
Ordinary issued share Ordinary of Ordinary
Shares* capital* Shares after Shares after
admission admission
of Second of Second
Tranche Placing Tranche Placing
Shares* Shares*
Richard Cashin 195,176,003 67.2% 234,756,357 69.0%
------------ --------------- ----------------- -----------------
Polygon Global
Partners LLP 28,615,121 9.9% 34,034,767 10.0%
------------ --------------- ----------------- -----------------
R. Ian Molson and
associated Family
Trusts 27,448,499 9.5% 32,448,499 9.5%
------------ --------------- ----------------- -----------------
Link Fund Solutions
Limited 20,001,629 6.9% 20,001,629 5.9%
------------ --------------- ----------------- -----------------
* The figures stated above assume the completion of the
transfers to The Accommodation Trust and Polygon Global Partners
LLP described herein and that the remaining instalment of the
Second Tranche Placing is completed and that there are no other
changes to the Company's issued share capital between today's date
and the completion of the Second Tranche Placing.
Related Party Transaction
Richard Cashin is categorised as a Substantial Shareholder of
the Company pursuant to the AIM Rules for Companies ("AIM Rules").
Accordingly, the entering into the Second Waiver with Richard
Cashin is classified as a related party transaction pursuant to the
AIM Rules.
The Directors of the Company, having consulted with Strand
Hanson Limited, the Company's Nominated Adviser, consider that the
terms of the Second Waiver are fair and reasonable insofar as the
Company's shareholders are concerned.
Total Voting Rights
Application has been made to the London Stock Exchange for the
admission of the 50,000,000 Fifth Instalment Shares to trading on
AIM, which is expected to occur at 8.00 a.m. on 4 December 2019.
Application for the admission of subsequent instalments of Placing
Shares is expected to be made such that admission to trading on AIM
will shortly follow the issuance of each instalment of Placing
Shares.
The Company also announces that 242,500 unvested restricted
Ordinary Shares granted as part of the Company's share-based
incentive scheme have been returned to the Company in accordance
with the terms thereof due to the end of employment of the grantees
with the Company. Consequently, the Company now holds a total of
436,000 treasury shares.
Following the issue of the Fifth Instalment Shares, the
Company's issued share capital will be comprised of 290,347,671
Ordinary Shares, of which 436,000 Ordinary Shares are held by the
Company as non--voting treasury stock ("Treasury Shares"). The
total number of voting rights in the Company is calculated as the
number of outstanding Ordinary Shares less Treasury Shares, which
results in a total voting rights figure of 289,911,671.
Shareholders may use this figure of 289,911,671 as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or change their interest in,
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules and the Company's articles.
Capitalized terms not otherwise defined herein have the meanings
ascribed thereto in the Company's RNS issued on 22 July 2019.
For further information:
RM2 International S.A. +352 2744 9653
Kevin Mazula, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Strand Hanson Limited (Nominated & Financial
Adviser and Broker) +44 (0) 20 7409 3494
James Spinney / Ritchie Balmer / Eric
Allan
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes to Editors
RM2 International S.A. specialises in smart 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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBLBFTMBITMJL
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