TIDMRIC
RNS Number : 1805Z
Richoux Group PLC
29 August 2018
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. Upon the
publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
29 August 2018
Richoux Group plc
("Richoux", the "Company" or the "Group")
Subscription to raise approximately GBP1.09 million
Further to the announcement published earlier today, the Company
announces that it has raised approximately GBP1.09 million by way
of a subscription (the "Subscription") of 18,168,335 new ordinary
shares of 4 pence each (the "Subscription Shares") at a price of 6
pence per ordinary share (the "Subscription Price"). The
Subscription is conditional upon admission of the Subscription
Shares to trading on the AIM market of the London Stock Exchange
("Admission").
The proceeds of the Subscription will be used for general
working capital purposes.
Enquiries
Richoux Group plc (020) 7067 3444
Simon Morgan, Chairman
Cenkos Securities plc (020) 7397 8900
Stephen Keys
Details of the Subscription
Following Admission, the Company will have 143,147,407 Ordinary
Shares in issue and a market capitalisation of approximately GBP8.6
million at the Subscription Price. The Subscription Shares will
represent 12.7 per cent. of the issued ordinary share capital of
the Company immediately following Admission. The Subscription Price
represents a discount of approximately 14.3 per cent. to the
closing mid-market price per ordinary share on 28 August 2018,
being the last dealing day prior to the announcement of the
Subscription. Application has been made to the London Stock
Exchange for the Subscription Shares to be admitted to trading on
AIM and it is expected that Admission will occur on 31 August
2018.
The Subscription Shares are being allotted using the Directors'
authority to allot Ordinary Shares for cash on a non-pre-emptive
basis, as granted at the Company's AGM on 25 June 2018. The
Subscription is neither a rights issue nor an open offer and the
Subscription Shares will not be offered generally to Shareholders
on a pre-emptive basis. The Directors believe that the considerable
extra cost and delay involved in a rights issue or open offer would
not be in the best interests of the Company in the circumstances,
and accordingly, the Board considers that it is in the best
interests of the Company and Shareholders as a whole for the funds
to be raised through the Subscription. The Subscription has not
been underwritten.
Related party transactions
Jonathan Kaye, Mehdi Gashi, Salvatore Diliberto and The Hon.
Robert Rayne (the "Related Parties") will each subscribe for
Subscription Shares pursuant to the Subscription ("Related Party
Subscriptions"). Under the AIM Rules for Companies, each of the
Related Parties constitutes a related party of Richoux by virtue of
each being a director of the Company. The Related Party
Subscriptions are therefore deemed to constitute a related party
transaction pursuant to rule 13 of the AIM Rules.
The number of Subscription Shares placed with Related Parties
and their resultant shareholdings following the Subscription is set
out below:
Name Role Existing Shareholding Subscription Resultant Shareholding
Shares subscribed
for
Number % of voting Number % of voting
rights rights
Jonathan Chief Executive
Kaye Officer 5,104,395 4.1% 2,083,334* 7,187,729 5.0%
Executive
Mehdi Gashi Director 400,000 0.3% 416,667 816,667 0.6%
Salvatore Non-Executive
Diliberto Director 26,236,441 21.0% 4,166,667** 30,403,108 21.2%
The Hon. Non-Executive
Robert Rayne Director 20,417,681 16.3% 2,916,667 23,334,348 16.3%
* the figure of 2,083,334 includes 1,041,667 ordinary shares of
4p each subscribed for by Kayla Kaye, a person closely associated
with Jonathan Kaye, whose shareholding is deemed to form part of
Jonathan's beneficial holding.
** the figure of 4,166,667 includes 2,000,000 ordinary shares of
4p each subscribed for by Irene Diliberto, a person closely
associated with Salvatore Diliberto, whose shareholding is deemed
to form part of Salvatore's beneficial holding.
Simon Morgan, Chairman of the Company, is not participating in
the Subscription and is therefore deemed to be independent for the
purposes of the Related Party Subscriptions. Mr Morgan considers,
having consulted with Cenkos Securities plc, the Company's
nominated adviser, that the terms of the Related Party
Subscriptions are fair and reasonable insofar as the Company's
shareholders are concerned.
Concert Party
Due to the close family link, Jonathan Kaye and members of his
extended family being Phillip Kaye, Samantha Sanson, Sam Kaye and
Adam Kaye are considered a concert party (collectively, the
"Concert Party") for the purposes of Rule 9 of The City Code on
Takeovers and Mergers.
Shareholders will be aware that on 15 November 2016 a General
Meeting of the Company was held whereby a whitewash resolution
concerning the waiver of obligations for the Concert Party under
Rule 9 of the City Code was passed by means of a poll of
Independent Shareholders (the "Waiver"). On the basis that the
maximum number of new Ordinary Shares were issued to the Concert
Party at that time, the Concert Party would have a maximum
controlling position of approximately 41.3 per cent. in the
enlarged share capital of the Company (assuming Jonathan Kaye
acquires in full the 23,027,403 Ordinary Shares granted under his
share incentive arrangements).
Following the Subscription, the Concert Party's Shareholding
upon Admission and their Shareholding following Admission and
assuming Jonathan Kaye acquires in full the 23,027,403 Ordinary
Shares granted under his Share Incentive are exercised in full will
be as follows:
Registered The Concert Subscription The Concert Party's The Concert Party's
Holder Party's existing Shares beneficial interest beneficial interest
beneficial subscribed in the Company in the Company
interest in for as at Admission as at Admission
the Company and assuming Jonathan
Kaye acquires
in full the 23,027,403
Ordinary Shares
granted under
his Share Incentive
Ordinary Shares Ordinary Shares Ordinary Shares
Number % of Number Number % of Number % of voting
voting voting rights
rights rights
Phillip Kaye 25,654,304 20.5% 4,166,667 29,820,971 20.8% 29,820,971 17.9%
Samantha
Sanson 1,123,706 0.9% - 1,123,706 0.8% 1,123,706 0.7%
Jonathan
Kaye 5,104,395 4.1% 2,083,334* 7,187,729 5.0% 30,215,132 18.2%
Sam Kaye 2,151,637 1.7% - 2,151,637 1.5% 2,151,637 1.3%
Adam Kaye 1,991,636 1.6% - 1,991,636 1.4% 1,991,636 1.2%
Total Concert
Party 36,025,678 28.8% 6,250,001 42,275,679 29.5% 65,303,082 39.3%
* the figure of 2,083,334 includes 1,041,667 ordinary shares of
4p each subscribed for by Kayla Kaye, a person closely associated
with Jonathan Kaye, whose shares are deemed to form part of
Jonathan's beneficial holding
In the event that Admission of the Subscription Shares in full
does not occur, the Subscription will not proceed.
Total Voting Rights
Following admission of the Subscription Shares, the Company's
issued ordinary share capital will comprise 143,147,407 ordinary
shares, none of which are held in treasury. Therefore, the total
number of ordinary shares with voting rights in the Company
following admission will be 143,147,407.
The above figure of 143,147,407 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 under the FCA's Disclosure Guidance
and Transparency Rules
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London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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