TIDMCRAW
RNS Number : 2929L
Crawshaw Group PLC
03 July 2014
Crawshaw Group plc
("Crawshaw" or the "Company")
Conditional Placing
Notice of General Meeting
The Company is pleased to announce two conditional placings,
through WH Ireland Limited, to raise gross proceeds of
approximately GBP8,820,000 from the issue of 20,999,994 new
ordinary shares of 5p each ("Ordinary Shares") at a price of 42p
per share (the "Placing Shares").
The issue of the Placing Shares is conditional, amongst other
things, on the passing of the Resolutions byShareholders at the
General Meeting, which is being convened for 10.00 a.m. on Tuesday
22 July 2014 at Bradmarsh Business Park, Bow Bridge Close,
Rotherham, South Yorkshire S60 1BY, to authorise the Directors to
allot the Placing Shares for cash on a non pre-emptive basis.
If the Resolutions are passed, 6,547,616 Ordinary Shares, being
the First Placing Shares, will be allotted immediately after the
General Meeting and 14,452,378 Ordinary Shares, being the Second
Placing Shares, will be allotted on 23 July 2014. Admission of the
First Placing Shares is expected to occur no later than 8.00am on
28 July 2014, or such later time/and or date as WH Ireland and/or
the Company may agree and admission of the Second Placing Shares is
expected to occur no later than 8.00am on 29 July 2014, or such
later time/and or date as WH Ireland and/or the Company may
agree.
Background and Rationale for the Placing and Proposed Use of
Proceeds
As announced on 26 June 2014, the Board is focussed on growing
the Crawshaw business through identifying new profitable store
locations and investing resources in a structured expansion
programme, whilst ensuring the core business continues to deliver
quality products and excellent customer service at competitive
prices.
The plan is to accelerate our store opening programme throughout
2015 and beyond with a view to having an estate of 200 shops within
8 years. We are currently investing in a new processing and
distribution centre in Rotherham to support the expansion. We
expect the centre to be operational in the 4(th) Quarter of this
year and that it will have capacity to service 60 locations.
This new facility is ideally placed just off the M1 and will be
used to service the initial new locations as it has the potential
to cover areas such as the North West, the Midlands and the North
East.
We have been opening varying sized stores in different locations
over the last 5 years. We have learned a number of lessons and
believe our new store model, with fit out costs below GBP250k, is
the basis of a profitable roll out plan.
We intend to begin by recruiting a Chief Executive Officer with
relevant experience to lead this exciting phase of our growth and
to support Kevin Boyd who will remain our Managing Director.
We also believe that further investment will be required in a
robust HR resource and to set up a in-house training and
development centre to ensure that staff in each new store have the
skills required to maintain the service and quality our customers
expect.
The gross proceeds from the fundraising are to be used
essentially to support the new store fit out, the further
development of IT and logistics infrastructure and for working
capital.
Principal Terms of the Placing
The Placing Agreement is conditional upon, inter alia,
Resolutions 1 and 2 being duly passed at the General Meeting and
First Admission becoming effective by no later than 8.00 a.m. on 28
July 2014 (or such later time and/or date as the Company and W H
Ireland may agree, being not later than 30 August 2014) and Second
Admission becoming effective by no later than 8.00 a.m. on 29 July
2014 (or such later time and/or date as the Company and W H Ireland
may agree, being not later than 30 August 2014). If any of the
conditions are not satisfied the Placing Shares will not be issued
and all monies received from the placees will be returned to them
(at the placees risk and without interest) as soon as possible
thereafter.
The Placing Agreement contains warranties from the Company in
favour of W H Ireland in relation to, inter alia, the accuracy of
the information in this document and other matters relating to the
Company and its business. In addition the Company has agreed to
indemnify W H Ireland in relation to certain liabilities it may
incur in relation to the Placing. W H Ireland has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a breach of the
warranties that W H Ireland in its absolute discretion determines
to be material in the context of the Placing.
The Placing Shares will be issued free of all liens charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the issued Ordinary Shares in the capital of
the Company including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
General Meeting
A document containing a notice convening a General Meeting to be
held at 10.00 a.m. on 22 July 2014 at Bradmarsh Business Park, Bow
Bridge Close, Rotherham, South Yorkshire, S60 1 BY, together with a
Form of Proxy, has been dispatched to our shareholders today. The
business of the General Meeting is to propose the Resolutions. The
Resolutions to be proposed at the General Meeting are as
follows:
Resolution 1 is an ordinary resolution to authorise the
Directors to allot the Placing Shares, with such authority to
expire three months following the passing of the resolution;
and
Resolution 2 is a special resolution to dis-apply Shareholders'
statutory pre-emption rights (which require a company to offer new
shares for cash first to existing shareholders in proportion to
their holdings) in relation to the allotment of the Placing Shares,
with such authority to expire three months following the passing of
the resolution.
Copies of the circular will also be available from today, from
the Company's website www.crawshawbutchers.com.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
"Admission" the admission of the Placing Shares
to trading on AIM in accordance
with the AIM Rules
"AIM" a market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time
"Circular" the document dated 3 July 2014 to
be dispatched to shareholders today
"Company", or Crawshaw Group PLC (company number
"Crawshaw" 04755803)
"Directors" the Directors of the Company
or "Board"
"First Admission" the admission of the First Placing
Shares to trading on AIM
"First Placing the 6,547,616 Ordinary Shares forming
Shares" part of the Placing, being placed
with VCTs
"Form of Proxy" the form of proxy for use by Shareholders
at the General Meeting
"General Meeting" the general meeting of the Company
convened for 10.00 a.m. on Tuesday
22 July 2014 or any adjournment
thereof, at Bradmarsh Business Park,
Bow Bridge Close, Rotherham, South
Yorkshire, S60 1BY, notice of which
is to be sent to Shareholders today
"Group" the Company and its subsidiaries
"London Stock London Stock Exchange plc
Exchange"
"Ordinary Shares" ordinary shares of 5p each in the
issued share capital of the Company
"Placing Agreement" the conditional agreement dated
3 July 2014 between (1) Crawshaw
Group PLC and (2) W H Ireland Limited,
further details of which are set
out in the letter from the Chairman
of the Company within this Circular
"Placing" the placing by W H Ireland of the
Placing Shares at the Placing Price
pursuant to the Placing Agreement
"Placing Shares" the First Placing Shares and the
Second Placing Shares to be issued
in connection with the Placing
"Resolutions" the resolutions to be proposed at
the General Meeting, as set out
in the notice of meeting at the
end of this document
"Second Admission" the Admission of the Second Placing
Shares to trading on AIM
" Second Placing the 14,452,378 Ordinary Shares forming
Shares" part of the Placing being placed
with persons who are not VCTs
"Shareholders" holders of the issued Ordinary Shares
"VCT" Venture Capital Trust
"W H Ireland" W H Ireland Limited the Nominated
Advisor of the Company
For further information, please contact:
Crawshaw Group plc
Lynda Sherratt Tel: 01709 369
602
WH Ireland Limited Tel: 0161 832 2174
Katy Mitchell
This information is provided by RNS
The company news service from the London Stock Exchange
END
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