Proposed Placing
June 19 2007 - 3:01AM
UK Regulatory
RNS Number:5837Y
Charterhouse Communications PLC
19 June 2007
Charterhouse Communications PLC ("Charterhouse" or "the Company")
Proposed placing to raise GBP 2.57 million
Charterhouse announces that it is intending to raise approximately GBP 2.57
million before expenses through a placing of 171,417,512 new ordinary shares
(the "Placing Shares") at 1.5p per share (the "Placing"). The net proceeds of
the Placing receivable by Charterhouse will be approximately GBP 2.50 million,
which will be used to further reduce the Company's current level of debt. The
Placing Shares are not being offered generally to shareholders, whether on a
pre-emptive basis or otherwise, nor is the Placing being underwritten.
The Placing is conditional upon the approval of shareholders of resolutions to
be put to an Extraordinary General Meeting ("EGM"), which will be held at The
Ante Room, The Honourable Artillery Company, Armoury House, City Road, London,
EC1Y 2BQ on Wednesday 18 July 2007 at 11 am and upon the admission to trading on
AIM of the Placing Shares ("Admission").
All of the directors of Charterhouse and their connected persons holding
ordinary shares in the Company ("Ordinary Shares") have irrevocably undertaken
to vote in favour of the resolutions at the EGM in respect of their holdings,
representing a total of 32,073,928 Ordinary Shares or 26.00 per cent. of the
existing issued share capital.
In addition, the Company has received undertakings to vote in favour of the
resolutions at the EGM from certain other shareholders in respect of, in
aggregate, a further 53,644,083 Ordinary Shares, representing 43.49 per cent. of
the existing issued share capital. Therefore, the Company has received
undertakings to vote in favour of the resolutions at the EGM in respect of, in
aggregate, 85,718,011 Ordinary Shares, representing 69.49 per cent. of the
existing issued share capital.
The Company expects that subject to the resolutions at the EGM being passed,
Admission will occur on 19 July 2007. The Placing Shares will rank equally in
all respects with the existing Ordinary Shares of the Company.
A circular, notice of the EGM and a form of proxy for use at the EGM are
expected to be posted to shareholders today in connection with the Placing.
Copies of these documents will be available to the public, free of charge, from
20 June 2007 for a period of one month at the offices of the Group's solicitors,
Maxwell Winward LLP, at 27 Chancery Lane, London WC2A 1PA.
Charterhouse's current strategy is to focus on developing the areas of the
business with the greatest potential and to reduce costs and the level of debt
that the Company carries. The Company has already made substantial progress
with this strategy. Savings in overheads of #0.5m in a full year, primarily
through reduced numbers of staff, were made in December 2006. Savings in direct
costs of #0.2m a year resulted from the switch to a new data supplier (London
Stock Exchange) in August 2006. Independent Research Services, What Investment
magazine and a freehold property owned by Charterhouse Communications Group
Limited and used exclusively for the business of Brand & Co have been sold for a
total of circa #1.0m.
In accordance with this current strategy, the net proceeds of the Placing will
be used to further reduce the Company's current level of debt. As at 15 June
2007 (the latest practicable date prior to this announcement) the Company had a
total debt of #4.8m, which consisted of #1.8m as a bank loan and #3m as an
overdraft. The Placing proceeds will reduce the Company's level of debt to
approximately #2.3m. The Directors believe this reduction in total debt will
allow the Company's facility with Lloyds TSB to be on more favourable terms than
would otherwise be available.
The Company also announces that Geoffrey Gamble, Managing Director of
Charterhouse, has indicated that following the Placing at a mutually agreeable
date he wishes to step down from the Board and resign from the Company.
Accordingly, the Board are seeking a suitable replacement for the position of
Managing Director. At the same time, Anthony Peters, the Company's Finance
Director, will also assume the position of Chief Operating Officer. Anthony
will become responsible for running the day-to-day operations of the Company.
Peter Strong, Non-executive Chairman comments, "We are delighted by the support
we received for the Placing. In line with the Board's current strategy, the
proceeds will enable us to significantly reduce the Company's indebtedness
whilst also allowing outstanding banking arrangements to be on more favourable
terms. I would also like to thank Geoffrey Gamble for his considerable
contribution to Charterhouse and we wish him well for the future."
Contacts
For Charterhouse Communications PLC:
Anthony Peters, Finance Director & Company Secretary; Geoffrey Gamble, Managing
Director - 020 7827 5454
For Teather & Greenwood Limited, NOMAD and Broker to Charterhouse Communications
PLC:
Simon Brown - 020 7426 9000
This information is provided by RNS
The company news service from the London Stock Exchange
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