TIDMSHOK
RNS Number : 7135M
Shellshock Limited
11 May 2015
11 May, 2015
Shellshock Limited
Placing of new ordinary shares raising GBP5.2m, proposed board
changes and change of name to Marlowe Holdings Limited
Shellshock Limited (AIM: SHOK) ("Shellshock" or the "Company")
today announces the successful placing of 8.6 million new ordinary
shares at 60 pence per share (the "Placing").
Summary
-- The Placing has increased the Company's cash deposits by
GBP5.2m to GBP8.3m which will be used for investment
opportunities
-- The Company will focus on generating shareholder value
through targeted acquisitions in the business services sector
-- A new Board has been proposed with a track record in value creation
-- The Company has the backing and support of Lord Ashcroft KCMG PC
-- The Company has changed its name to Marlowe Holdings Limited (AIM ticker: MRL)
Investment Strategy
The Company, in line with its existing investment policy, will
focus its search for investment targets within the business
services sector in areas where:
-- there is sufficient opportunity to acquire both controlling
stakes in unquoted businesses and possible carve-outs of non-core
subsidiaries of larger businesses;
-- businesses possess annuity-type recurring revenues, typically
with long term contracts, low capital intensity and a degree of
operational complexity that may provide attractive margins and high
barriers to entry;
-- the markets are fragmented and the potential exists for
swiftly executed consolidation with acquisitions, including
businesses that private equity might consider too small, providing
opportunities for operational improvements and economies of
scale.
Board Changes
The Company also announces proposed changes to the Board which
will take effect the day after the commencement of trading of the
shares to be allotted pursuant to the placing which is expected to
take place on or around 14 May 2015.
Alex Dacre, Chief Executive, has a background in the quoted
business-to-business services sector and an expertise in executing
buy-and-build growth strategies. Most recently he directed Impellam
Group plc's ("Impellam") corporate development activities,
completing a number of significant acquisitions including the
transformational GBP73m acquisition of Lorien Resourcing, a UK
market leader in technology recruitment with GBP350m in revenues.
During an 18 month period of acquisitions, Impellam saw its market
capitalisation more than double to over GBP400m today and it became
the UK's second largest temporary staffing business. Prior to this,
he worked with Charles Skinner to turn around AIM-listed Restore
plc into one of the UK's leading office services companies and a
leading consolidator in the document management and commercial
relocation sectors.
Derek O'Neill, Finance Director, was Chief Executive and a
majority shareholder of Lorien Resourcing, a GBP350m revenue market
leader in technology recruitment, until its recent sale to Impellam
Group plc. He has previously been on the Board of two listed
companies including Deltron Electronics plc. He spent 12 years as
an executive director of a number of private equity backed
businesses and also as an executive director in a diverse range of
sectors, including house building, electronics, engineering,
telecommunications, logistics and recruitment. He is currently a
non-executive director of Impellam.
Charles Skinner, Non-Executive Director, is Chief Executive of
Restore plc, the AIM-listed provider of office services. Under his
leadership its market capitalisation has grown from GBP1m to over
GBP200m today. He was previously Chief Executive of Johnson
Services Group plc and Brandon Hire plc, prior to which he was at
SG Warburg, 3i plc and was Editor of Management Today. Charles has
16 years' experience as Chief Executive of quoted companies, all
operating in the business to business service sector.
Peter Gaze will continue as a Non-Executive Director, a role he
has held since 2006. He is also the Chief Financial Officer and a
Director of BCB Holdings Limited and of Waterloo Investment
Holdings Limited.
The new Board will not be receiving any remuneration until such
time as the first acquisition is undertaken by the Company. It is
proposed that Philip Johnson and Philip Osborne will step down from
the Board at the same time as the new appointments take effect.
Details of the Placing and use of Proceeds
The Company has received firm commitments from new and existing
investors to subscribe for an aggregate of 8,584,998 new ordinary
shares of 50p each ("The Placing Shares") at a price of 60p per
share (the "Placing Price").These commitments are conditional on
admission of the Placing Shares to Trading on AIM. Application has
been made for the Placing Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will occur on or
around 14 May 2015. The Placing Shares will, upon issue, rank pari
passu in all respects with the existing issued ordinary shares.
Following Admission, the Company will have 14,584,998 ordinary
shares of 50p each admitted to trading on AIM ('Enlarged Share
Capital'). No shares are held in treasury and so the above figure
(14,584,998) may be used by shareholders as 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 Financial Conduct
Authority's Disclosure and Transparency Rules.
The Placing Price represents a 15.4% premium to the net asset
value per share of 52 pence at September 30, 2014 and a discount of
37.5% to the Company's closing mid-market price of 82.5p on 8 May
2015, being the latest practicable date prior to this announcement.
The Placing has raised GBP5.2 million, prior to expenses, to
provide capital for future investments. The Placing was
oversubscribed.
The Company has the support of Lord Ashcroft KCMG PC both as the
existing principal shareholder and as a significant investor in the
Placing. Lord Ashcroft has subscribed for 3,333,333 Placing Shares
at the Placing Price, conditional on Admission. Following Admission
Lord Ashcroft will hold 7,813,933 ordinary shares in the Company,
representing 53.6% of the Enlarged Share Capital.
Alex Dacre, Chief Executive, has subscribed for 3,333,333
Placing Shares at the Placing Price, conditional on Admission.
Following Admission, Alex will hold 3,333,333 ordinary shares in
the Company, representing 22.9% of the Enlarged Share Capital.
Derek O'Neill, Charles Skinner and Peter Gaze have subscribed
for 416,667, 333,333 and 160,000 Placing Shares respectively at the
Placing Price, conditional on Admission. Following Admission Derek
O'Neill will hold approximately 2.9%, Charles Skinner will hold
2.3% and Peter Gaze will hold 1.5% of the Enlarged Share
Capital.
Philip Osborne and Philip Johnson, who will be stepping down
from the Board following Admission, have subscribed for 75,000 and
250,000 Placing Shares respectively at the Placing Price,
conditional on Admission. Following Admission Philip Osborne will
hold approximately 0.7% and Philip Johnson will hold 1.9% of the
Enlarged Share Capital.
Following the Placing, the Company will have approximately
GBP8.3 million in funds available for investment.
An acquisition by the Company in future may constitute a reverse
takeover under the AIM Rules, which would require the approval of
the Company's shareholders. It should be noted that, owing to his
controlling shareholding, Lord Ashcroft could determine the outcome
of any such process.
Related Party Transactions
The conditional agreements entered into by Lord Ashcroft, Alex
Dacre, Derek O'Neill, Charles Skinner, Peter Gaze, Philip Osborne
and Philip Johnson to subscribe for Placing Shares are classified
as related party transactions for the purposes of the AIM Rules. In
the absence of an independent director, Cenkos Securities plc, the
Company's Nominated Adviser, considers that the terms of the
transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
Financial Performance
The audited financial statements of the Company for the year
ended 31 March 2014 were published on 30 September 2014 and the
interim statement for the six months ended 30 September 2014 was
published on 30 December 2014. Both are available on the Company's
web site. On 30 September 2014 the net assets of the Company
amounted to GBP3.1 million, or GBP0.52 per share. There has been no
material change in the financial condition of the Company from 30
September 2014 up to the point of the Placing.
Change of name to Marlowe Holdings Limited
The Company is changing its name to Marlowe Holdings Limited
which is expected to become effective by 15 May 2015, following
approval by the relevant authorities. The directors believe that
the new name is more suited to the Company's investing policy. The
Company's new EPIC will be MRL. A further announcement will be made
in due course once the change of name is effective. The Company's
ISIN remains unchanged.
Change of Website
The Company plans to change its website. The new website, which
will contain all information required in accordance with AIM Rule
26, will be found at www.marloweplc.com. A further announcement
will be made in due course once the new website is live, until
which point information can be found at
www.shellshocklimited.com.
Enquires and further information
Marlowe Holdings Limited
Alex Dacre IR@marloweplc.com
Cenkos Securities
Nicholas Wells +44 207 397 8922
Further information pursuant to Schedule 2, paragraph (g) of the
AIM Rules for Companies:
Derek O'Neill, aged 52, is currently or has previously been a
director of the following companies in the last 5 years:
Impellam Group plc
Lorien Limited*
Lorien Engineering Solutions Limited*
Trio Square Limited
Oakley Lorien Limited
Signature Quality Refurbished Homes Limited
*indicates no longer a director
Mr. O'Neill was a Director of New World Payphones Limited when
it was placed into Administration in 2002.
Charles Anthony Lawrence Skinner, aged 54, is currently or has
previously been a director or partner of the following companies or
partnerships in the last 5 years:
Restore plc
Document Control Services Limited
Stapledon Holdings Limited
Wansdyke Security Limited
London Tool Hire Limited
Sargents Trading Limited
Edge Equipment Hire limited
Restore Shred Limited
Harrow Green Limited
Relocom Limited
South Coast Tool Hire Limited
File and Data Storage Limited
It Efficient Limited
Magnum Docstore Limited
Magnum Secure Limited
Filebase Ltd
Papersafe UK Limited
Keymorr Imaging Services Limited
Preview Services (UK) Ltd
Restore Scan Limited
Peter Cox Limited*
HS123 Limited*
*indicates no longer a director
Alexander Peter Dacre, aged 27, is currently a director of
Canaird River Company Limited.
Save as disclosed above, there is no further information
required to be disclosed in accordance with Schedule 2, paragraph
(g) of the AIM Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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