TIDMRLH
RNS Number : 9795X
Red Leopard Holdings PLC
28 February 2017
7.00am 28 February 2017
Red Leopard Holdings Plc
("Red Leopard" or the "Company")
Subscription to raise GBP250,000, Appointment of Nominated
Adviser and Broker,
Board Changes and Director Disclosures
Red Leopard, the AIM quoted company, is pleased to announce that
it has today completed a subscription to raise GBP250,000 at 0.1p
(the "Subscription"), made certain Board changes and appointed
Beaumont Cornish Limited ("BCL") as its Nominated Adviser and
Peterhouse Corporate Finance Limited ("Peterhouse") as its sole
Broker with immediate effect.
Subscription
The Company has, conditional on Admission, raised GBP250,000
(before expenses) from a private investor, Mr Chris Akers (the
"Subscriber"), through a subscription of 250,000,000 ordinary
shares of 0.1p each ("Ordinary Shares") at a price of 0.1p each
(the "Subscription Price"). Chris Akers is Executive Chairman of
AIM traded Concha Plc, having been appointed to the board in
December 2012. It is anticipated that Chris will assist the Company
in identifying investment opportunities and that he, or a nominee
of his, may join the Board in due course.
Under the Subscription, a total of 375,000,000 warrants have
been granted representing 1.5 warrants for every 1 Ordinary Share
subscribed for (the "Warrants"). Each Warrant entitles the holder
to subscribe for a further Ordinary Share at a price of 0.1p per
share, valid for 3 years from the date of issue.
Following the Subscription, the Subscriber will be interested in
250,000,000 Ordinary Shares representing 29.9 per cent of the
Enlarged Issued Share Capital of Red Leopard.
Trading Statement and Use of Proceeds
In conjunction with the Subscription, the Board has made the
decision to cease funding of the Company's existing zinc and silver
project in Idaho, USA (the "Idaho Asset"). This decision
constitutes a cessation of all of the Company's existing trading
business pursuant to Rule 15 of the AIM Rules for Companies ("AIM
Rules"). Accordingly, the Company is now classified as an AIM Rule
15 cash shell, pursuant to which it must make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14
within six months, failing which the Exchange will suspend trading
in the Company's shares pursuant to AIM Rule 40.
The Company will use the proceeds of the Subscription for
general working capital purposes, to satisfy accrued professional
advisers fees of approximately GBP50,000, and to cover, in part or
whole, the costs of any due diligence fees associated with
investment opportunities considered by the Company.
In addition, there are accrued outstanding director fees
covering the last 18 months of GBP133,875 and outstanding loans of
GBP80,000. The directors and loan note holders have agreed for
these not to be repaid from this Subscription.
Appointment of Nominated Adviser and Broker
BCL has been appointed as Nominated Adviser and Peterhouse as
broker with immediate effect.
BCL has been granted 25,000,000 Warrants and Peterhouse has been
granted 50,000,000 Warrants, exercisable into 25,000,000 and
50,000,000 Ordinary Shares at a price of 0.1p per share
respectively, each valid for 3 years from the date of issue in
connection with their appointments.
The Company has simultaneously given notice to terminate the
services of Beaufort Securities Ltd as the Company's current broker
with immediate effect.
Resumption of trading on AIM
Following the appointment of BCL as Nominated Adviser, trading
in the Company's Ordinary Shares on AIM is expected to recommence
with effect from 7.30 a.m. on 28 February 2017.
Board Changes
The Company is pleased to announce Simon Wharmby has been
appointed as a Non-Executive Director with immediate effect.
Howard Crosby has retired from the Board, although remains a
director of the Company's US subsidiary, Red Leopard Mining
Inc.
Simon Alexander Robin Wharmby
Simon, aged 68, has been an institutional and corporate
stockbroker for 35 years with Sheppards, Charles Stanley and
Corporate Synergy. He graduated from the University of East Anglia
with a degree in economics and sociology prior to joining Akroyd
and Smith in 1970. Simon specialised in the North Sea oil and
energy sector. He is currently a Non-Executive Director at Strand
Hanson Limited. Simon's Previous directorships include Albany
Capital Plc, Humberts Group Plc, Densitron Technologies Ltd and
Letchworth Investments Ltd.
The following details in relation to the appointment of Mr.
Wharmbyare disclosed in accordance with Schedule 2(g) of the AIM
Rules:
Current directorships Past directorships held
within the last five years
---------------------- ----------------------------
Fidentia 500 Limited None
Fidentia 501 Limited
Kensington & Chelsea Investments LLP
Strand Hanson Limited
Renderlord Limited
Mr. Wharmby was a director of Pedstowe (London) Limited
(formerly Humberts Limited) up until 6 May 2008. On 11 June 2008,
the Company was put into administration which then led to the
Company completing a voluntary creditor's liquidation on 7 May 2009
with a shortfall to unsecured creditors of GBP23,174,000.
In addition, Mr. Wharmby was a director of Letchworth
Investments Limited at the time (8 November 2011) that it undertook
a solvent voluntary member's liquidation. Again, Mr. Wharmby was a
director of Albany Capital Plc at the time (29 July 2009) that it
undertook a solvent voluntary member's liquidation.
Mr. Wharmby does not hold any Ordinary Shares in the Company.
Mr. Wharmby will sit on the Audit, Remuneration and AIM Compliance
committees.
There are no other disclosures in accordance with Schedule 2(g)
of the AIM Rules.
Director Disclosure Update
The following details are disclosed in relation to John May,
Chairman of the Company in accordance with Rule 17 and Schedule 2
(g) of the AIM Rules:
Mr. May was a director of International Consolidated Minerals
Limited at the time that it entered into a Creditors Voluntary
Liquidation on 20 August 2015. The estimated deficit to creditors
at this point was GBP33.4m, including an intercompany claim of
GBP18.7m. A partial recovery has since been made, and the
liquidation process is expected to end later this year.
Mr. May was also director of Options (London) Limited at the
time of being liquidated on 9 December 1998 with a deficit to
creditors of GBP60,000.
Total voting rights
Application will be made for the 250,000,000 new Ordinary Shares
to be admitted to trading on AIM, with dealings expected to
commence on 3 March 2017. The new Ordinary Shares will, when
issued, rank pari passu in all respects with the existing issued
shares of the Company. Following admission of the new Ordinary
Shares, the Company will have 836,279,061 Ordinary Shares of 0.1p,
with voting rights, in issue (the "Enlarged Issued Share
Capital").
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 in their interest in, the
share capital of the Company under the FCA's Disclosure and
Transparency Rules. Following the issue of the Subscription Shares
to the Subscriber, the total holding in the Company will represent
29.9% of the issued share capital.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Subscription, with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
Enquiries:
Red Leopard Holdings PLC
John May, Chairman Tel: +44 (0) 207
917 6826
Beaumont Cornish Limited (Nomad) Tel: +44
(0) 207 628 3396
Roland Cornish
James Biddle
www.beaumontcornish.com
Peterhouse Corporate Finance Limited (Broker) Tel: +44 (0) 20 7469 0930
Lucy Williams
Eran Zucker
This information is provided by RNS
The company news service from the London Stock Exchange
END
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