Issue of new ordinary shares with warrants
November 16 2010 - 1:00AM
UK Regulatory
TIDMSQB
RNS Number : 2080W
Squarestone Brasil Limited
16 November 2010
Date 16 November 2010
SQUARESTONE BRASIL LIMITED
("Squarestone" or the "Company")
Reinvestment into the Company and
Issue of new Ordinary Shares with Warrants attached on a two for three basis
Squarestone Brasil Limited (AIM: SQB.L, SQBW.L), the Anglo-Brazilian real estate
development and investment company, announces today that it has approved the
issue and allotment of, in aggregate, 884,000 new Ordinary Shares of no par
value and the issue and allotment of 589,333 new Warrants pursuant to agreements
by the sellers of various assets acquired by the Company on Admission to
re-invest the proceeds of such sales into equity of the Company, as described in
the Company's Admission Document.
The sellers of the management company which the Company acquired on Admission
("SB ManCo), being Squarestone Property Investment Management Limited (a
company owned by the Company's Executive Directors Robert Sloss and Tim Barlow)
and Blaen Coed (a company controlled by the Company's CEO James Morse), are
re-investing into the Company in aggregate the sum of GBP884,000. This
represents the net consideration for the acquisition of SB ManCo. Accordingly,
the Company has allotted 600,000 Ordinary Shares with 400,000 Warrants to SPIM
and 284,000 Ordinary Shares with 189,333 Warrants to Blaen Coed.
The new Ordinary Shares will rank pari passu with all existing Ordinary Shares
and the new Warrants attached to the new Ordinary Shares have been issued on a
two for three basis on the same terms and conditions as the Warrants issued on
Admission. Application has been made for the admission of the new Ordinary
Shares and new Warrants to trading on the Alternative Investment Market of the
London Stock Exchange and dealings are expected to commence on or around 22
November 2010.
Following allotment of these new Ordinary Shares and Warrants the Executive
Directors will be beneficially interested in the Ordinary Shares and Warrants of
the Company as follows:
· James Morse: 284,000 Ordinary Shares and 189,333 Warrants;
· Robert Sloss: 450,000 Ordinary Shares and 300,000 Warrants; and
· Tim Barlow: 350,000 Ordinary Shares and 233,334 Warrants (this excludes
the 2,100,000 Ordinary Shares and 1,400,000 Warrants held by Monteagle Barlow
Trust Limited, a related family business of which Tim Barlow is CEO and a
minority shareholder).
Following allotment of these new Ordinary Shares the Directors of the Company
(together with the interests of related family vehicles) will, in aggregate,
have a holding of 7,209,000 shares equating to approximately 17% of the Company.
Following allotment of the new Ordinary Shares, the Company's total issued
capital consists of 40,384,960 ordinary shares with one voting right per share.
There are no shares held in treasury. The total number of voting rights is
therefore 40,384,960; this 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 to their interest in, the Company .
Following allotment of the new Warrants, the total number of Warrants now in
issue is 26,923,315. The Warrants do not carry any voting rights. A copy of the
Warrant Instrument, detailing the terms and conditions attaching to the
warrants, can be found on the Company's website.
The fully diluted share capital of the Company following allotment of the new
Ordinary Shares and Warrants, assuming that all the Warrants in issue together
with any outstanding options (totalling 708,450) are exercised, is 68,016,725
Ordinary Shares.
Enquiries:
+--------------------------------+--------------------------------+
| Squarestone Brasil Limited | |
+--------------------------------+--------------------------------+
| Tim Barlow / Robert Sloss | Tel: +44 (0)20 7534 9066 |
| (London) | |
+--------------------------------+--------------------------------+
| James Morse (Sao Paulo) | Tel: +55 11 3073 0730 |
+--------------------------------+--------------------------------+
| | |
+--------------------------------+--------------------------------+
| Liberum Capital Limited | |
+--------------------------------+--------------------------------+
| Chris Bowman / Ellen Francis / | Tel: +44 (0)20 3100 2000 |
| Richard Bootle | |
+--------------------------------+--------------------------------+
| | |
+--------------------------------+--------------------------------+
| Kreab Gavin Anderson | |
+--------------------------------+--------------------------------+
| James Benjamin / Natalie | Tel: +44 (0)20 7074 1800 |
| Biasin | |
+--------------------------------+--------------------------------+
Website: www.squarestone.com.br
Notes to Editors
Squarestone Brasil Limited (AIM: SQB.L, SQBW.L) is an Anglo-Brazilian real
estate investment and development company specialising in the Brazilian shopping
mall sector. The Company combines local real estate market knowledge with
international expertise in retailing, construction and development and is
focused on introducing to the Brazil shopping mall sector international
standards in terms of design, construction, operation and asset management.
Squarestone Brasil Limited is a Guernsey registered and domiciled company with
an operational headquarters in Sao Paulo and a London office. Its Ordinary
Shares and Warrants are traded on AIM where it was admitted to trading in April
2010. Squarestone Brasil was co-founded in 2007 by James Morse, Tim Barlow and
Robert Sloss.
Further information on Squarestone Brasil is available from the Company's
websitewww.squarestone.com.br
This information is provided by RNS
The company news service from the London Stock Exchange
END
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