TIDMTRIC
RNS Number : 0851J
Tricor PLC
31 March 2015
31 March 2015
Tricor plc
("Tricor" or the "Company")
Working capital facility to raise up to GBP200,000
and update re financial results and trading on AIM
Tricor is pleased to announce that it has signed a working
capital facility agreement to raise up to GBP200,000 (the
"Agreement") with Ellwood International Limited ("Ellwood"). The
net proceeds of the investment will be used by Tricor for general
working capital purposes.
The Company also advises that it will announce its annual
results for the year ended 31 March 2014 and for the half year to
30 September 2014 later today and therefore the suspension of the
Company's shares on AIM is expected to be lifted at 7.30 a.m. on 1
April 2014 and trading in the Company's shares will resume.
Key terms of the Agreement
Under the terms of the Agreement, Ellwood has made available to
the Company a working capital facility of up to GBP200,000 pursuant
to which Ellwood will subscribe for up to 52,631,579 new ordinary
shares (the "Subscription Shares") of 0.001 pence in the Company
("Ordinary Shares") at a subscription price of 0.38 pence per
Subscription Share. The Agreement provides that once the suspension
of Company's shares has been lifted, it may draw down on the
facility provided by Ellwood. The cumulative maximum amount to be
drawndown under the Agreement each month is as follows:
Date Cumulative maximum Corresponding maximum
drawdown amount (GBP) number of shares that
can be issued to Ellwood
(cumulative)
1 April 2015 90,000 23,684,211
1 May 2015 95,000 25,000,000
1 June 2015 105,000 27,631,579
1 July 2015 125,000 32,894,737
1 August 2015 130,000 34,210,527
1 September 2015 155,000 40,789,474
1 October 2015 170,000 44,736,843
1 November 2015 175,000 46,052,632
1 December 2015 180,000 47,368,422
1 January 2016 200,000 52,631,579
The Company is able to drawdown funds under the Agreement in
increments of not less than GBP1,000 up to the relevant limit
specified at that time. Upon receipt of the funds, the Company will
apply for the corresponding number of shares to be issued to
Ellwood to be admitted to trading on AIM ("Admission"). Should the
full number of Subscription Shares be issued under the Agreement
then this would represent 28.98% of the then issued share capital
of the Company.
Upon each drawdown by the Company, Ellwood will be issued with
warrants to subscribe for new Ordinary Shares at a rate of four
warrants for each Ordinary Share issued under the Agreement
("Warrants"). Accordingly, the maximum number of Warrants that
could be issued to Ellwood is 210,526,316, which if exercised in
full would represent 53.69% of the then issued share capital of the
Company. The Warrants can only be exercised to the extent that
after exercise Ellwood would hold no more than 29.9% of the then
issued share capital of the Company and so as to not breach rule 9
of the Takeover Code. The exercise price for the Warrants is 0.5
pence per share and the warrants expire on 31 December 2018.
Ellwood has entered into an orderly market agreement whereby until
31 March 2016, it will only sell Ordinary Shares following
consultation with the Company's broker and always so as to ensure
an orderly market in the Company's shares.
Ellwood may, on giving 14 days notice to the Company prior to
the expiry of the Agreement, require that the Company accept any
then unpaid sums up to the full GBP200,000 limit specified in the
Agreement and issue the corresponding number of Subscription
Shares.
The Agreement contains customary events of default and the
Company undertakes to Ellwood to call a general meeting on or
before 30 April 2015 (the "General Meeting") in order to seek
shareholders authority (the "Authority") to issue the Subscription
Shares under the Agreement and Ordinary Shares as a result of any
exercise of the Warrants. Further announcements will be made at the
appropriate time in relation to this.
As at the date of this announcement, Ellwood has placed the
equivalent of GBP200,000 in escrow to assure the Company that it is
financially capable of honouring the terms of the Agreement. The
Company may, at any time after the current suspension of the
Company's shares has been lifted, call on the first tranche of up
to GBP90,000. If the Company does call for the maximum amount of
the first tranche and the Authority has been obtained, it shall
apply for the Admission of the corresponding 23,684,211 Ordinary
Shares (the "First Tranche Shares"). If the Authority is not
obtained at the General Meeting, any amount drawn on the said
facility shall be treated as interest free unsecured borrowings to
be repaid by the Company on demand by the Investor at any time
after 1 April 2016, and the balance of the facility will be
available for drawdown on the same terms.
Ellwood will be entitled to appoint up to two directors to the
board of the Company at any time when Ellwood holds more than 20%
of the then issued share capital of the Company. Any such
appointments are subject to the compliance with the AIM Rules for
Companies, particularly in respect of due diligence
requirements.
Ellwood is an investment company and its major shareholder is
Bien Kiat Tan. Mr. Tan has 18 years of experience in private equity
and investment management and is the Founder and Managing Director
of Titan Capital Pte Ltd, a private equity investment firm in Asia.
Mr. Tan served as Managing Director of TPG Newbridge Capital, the
Asian arm of TPG Capital and was responsible for their operations
in South-East Asia, India and Australasia. He also served as
Chairman of PacNet Ltd, a NASDAQ-listed telecommunication services
company. Prior to that, he served as the Chief Executive of a major
South-East Asia conglomerate which controlled five public-listed
companies. His career included senior management roles with Booz
Allen & Hamilton and A.T. Kearney, both leading American
strategy consulting firms, where he was instrumental in pioneering
their Asian franchisees. Mr. Tan holds an MBA and MS from Columbia
University in New York City.
In addition, the Agreement provides for Ellwood to assist Tricor
with advice and guidance on its investments and growth of their
businesses and procure that Titan Capital Asia (HK) Ltd uses its
reasonable endeavours to raise up to US$5 million, whether in debt,
equity or any other form of financing, for the Company and its
subsidiaries as soon as practicable. In addition, it will seek to
procure that Titan assists the Company to achieve a listing of
Tricor's investee company, Tricor Environmental Pte Ltd, or the
Company itself, on the Singapore Stock Exchange or any other
appropriate stock exchange
Enquiries:
Tricor plc
Chan Fook Meng
Chairman/CEO +65 62362985
Allenby Capital Ltd (Nominated Adviser &
Broker)
Jeremy Porter / Nick Naylor / James Reeve +44 (0) 20 3328 5656
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDFLFXEXFXBBF
Tricor (LSE:TRIC)
Historical Stock Chart
From Dec 2024 to Jan 2025
Tricor (LSE:TRIC)
Historical Stock Chart
From Jan 2024 to Jan 2025
