TIDMRM2
RNS Number : 4051Y
RM2 International SA
31 December 2019
31 December 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 third and
final instalment of the Second Tranche Placing has now completed
through the issuance of 50,000,000 new Ordinary Shares (the "Sixth
Instalment Shares") to Richard Cashin at the Placing Price for
$1,000,000. Immediately following issuance of the Sixth Instalment
Shares, and prior to the transfers described in the below
paragraph, Richard Cashin's shareholding stands at 245,176,003
Ordinary Shares.
The issuance of any of the Second Tranche Placing Shares was
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 Sixth Instalment Shares (the
"Third Waiver").
As previously announced, Richard Cashin is expected to be
on-selling at the Placing Price (i) 5,000,000 of the Sixth
Instalment Shares to The Accommodation Trust (a family vehicle of
R. Ian Molson, the Company's Chairman) and (ii) 5,419,646 of the
Sixth Instalment Shares to Polygon Global Partners LLP. In
addition, 2,512,500 Ordinary Shares previously transferred by
Richard Cashin to RM2 Director Jan Dekker at the Placing Price have
been transferred back to Richard Cashin at the Placing Price. Upon
settlement of these transfers, Richard Cashin's holding will stand
at 237,268,857 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 Sixth Instalment Shares and upon settlement of
the transfers described above.
Holding of % holding
Ordinary of Ordinary
Shares after Shares after
admission admission
of Second of Second
Tranche Placing Tranche Placing
Shares* Shares*
Richard Cashin 237,268,857 69.7%
----------------- -----------------
Polygon Global
Partners LLP 34,034,767 10.0%
----------------- -----------------
R. Ian Molson and
associated Family
Trusts 32,448,499 9.5%
----------------- -----------------
Link Fund Solutions
Limited 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.
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 Third 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 Third 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 Sixth Instalment Shares to trading on
AIM, which is expected to occur at 8.00 a.m. on 7 January 2020.
The Company also announces that 18,000 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
454,000 treasury shares.
Following the issue of the Sixth Instalment Shares, the
Company's issued share capital will be comprised of 340,347,671
Ordinary Shares, of which 454,000 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 339,893,671.
Shareholders may use this figure of 339,893,671as 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.
Cancellation from Trading on AIM
As announced on 18 December 2019, the Company called an
Extraordinary General Meeting for January 15, 2020 to vote on the
cancellation of the admission of its Ordinary Shares from trading
on AIM (the "Cancellation"). As Both Richard Cashin and the
Company's directors are expected to vote in favour of the
Cancellation, it is expected that the Cancellation will be approved
and will take effect at 7.00 a.m. GMT on Monday 20 January 2020.
Until such point, the Ordinary Shares will remain admitted to
trading on AIM, albeit trading is currently suspended.
Once the Cancellation has taken place, there will no longer be a
formal market mechanism for Shareholders to trade in the Ordinary
Shares and no price will be publicly quoted for the Ordinary
Shares. Subject to the Company continuing as a going concern in
early Q1 2020, the Company will endeavour to set up a facility to
provide Shareholders with a platform to buy and sell their Ordinary
Shares 'off market' although this will be more difficult than
trading 'on market'. Absent an off market sale, the only other
opportunity for Shareholders to sell their Ordinary Shares would
arise upon a sale of all of the issued share capital of the Company
to a third party. It may therefore be more difficult for
Shareholders to realise value from their Ordinary Shares than when
the Company had its Ordinary Shares admitted to trading on AIM
admission and, where a buyer is identified, it will be difficult to
place a fair value on any such sale.
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 / James
Bellman
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
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