Placing and Open Offer and Notice of General Meeting
February 20 2008 - 8:02AM
UK Regulatory
NEWMARKET INVESTMENTS PLC ("NEWMARKET" OR THE "COMPANY")
Readmission of Company's shares to AIM
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERCICA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL
The Company today announced that conditional on Shareholder approval it has
agreed, inter alia, to:
* acquire the entire issued share capital of International Racing Bureau
Limited ("IRB") for a consideration of �850,000 which is to be satisfied by
the issue of 42,500,000 New Ordinary Shares and �425,000 in cash.
* undertake a Placing of 85,125,000 New Ordinary Shares at the Offer Price of
1 pence per share;
* make an Open Offer to Qualifying Shareholders to subscribe for up to
46,375,000 New Ordinary Shares (on the basis of 53 Offer Shares for every
10 Existing Ordinary Shares) at the Offer Price of 1 pence per share,
payable in full on acceptance;
* reorganise the share capital of the Company in order to reduce the nominal
value of issued and unissued Ordinary Shares from 1 penny to 0.01 of a
penny.
The Company is proposing to raise approximately raise �1,315,000 before
expenses, (�775,000 after expenses) by the issue of 131,500,000 New Ordinary
Shares pursuant to the Placing and Open Offer representing approximately 54.2
per cent. of the Enlarged Share Capital. 46,375,000 New Ordinary Shares are
available to Qualifying Shareholders pursuant to the Open Offer at the Offer
Price of 1 pence per share, payable in full on acceptance.
The proceeds of the Placing and Open Offer which will be used to satisfy the
cash element of the IRB Acquisition, repay certain Loans, provide the Enlarged
Group with additional working capital and pay for the transaction fees of the
Company.
Ellis Stockbrokers has conditionally placed all of the Placing Shares with
certain external investors and John Carrington, a director of the Company.
Qualifying Shareholders may participate in the Open Offer at the Offer Price on
the basis of 53 Offer Shares for every 10 Existing Ordinary Shares.
Under AIM Rule 14 the IRB Acquisition is a "reverse take-over" and, as such, it
is conditional, inter alia, on Shareholder approval at the General Meeting.
Additionally, the Company does not have the necessary Shareholder authorities
to issue the New Ordinary Shares pursuant to the Proposals and to allot such
shares free of any pre-emption rights. Accordingly, the Proposals are
conditional on the approval of the Shareholders at the General Meeting.
A Circular has today been posted to Shareholders convening a General Meeting of
the Company on 17 March 2007.
IRB Acquisition
The Company has today entered into the IRB Acquisition Agreement pursuant to
which it has conditionally agreed to acquire the entire issued share capital of
IRB for an aggregate consideration of �850,000 to be satisfied by the issue of
42,500,000 Consideration Shares (representing approximately 17.5 per cent. of
the Enlarged Share Capital) and �425,000 in cash, payable on completion.
The IRB Acquisition Agreement is conditional upon Admission becoming effective
by not later than 19 March 2008.
The Property Acquisition
The Company has also agreed to acquire Barnham (a property situated at Unit 15,
The Square, High Street, Barnham, West Sussex) from 4M Investments Limited for
an aggregate consideration of �352,500 (incl. VAT) to be satisified by the
issue of 35,250,000 New Ordinary Shares in the Company each at 1p per share.
Related Party Transactions
Subscription for New Ordinary Shares by John Carrington, a director of the
Company
As at today's date, John Carrington (a director of the Company) is interested
in 131,550 Existing Ordinary Shares representing approximately 1.5 per cent. of
the Existing Ordinary Shares.
John Carrington has agreed to subscibe for 56,125,000 New Ordinary Shares as
part of the Placing. The issue of shares to John Carrington constitutes a
Related Party Transaction for the purposes of AIM Rule 13. Where a company
whose shares are listed on AIM enters into a Related Party Transaction, AIM
Rule 13 requires the directors to consider, having consulted with the Company's
nominated adviser, that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
The Directors (with the exception of John Carrington who is interested in the
transaction) consider, having consulted with CFA, the Company's Nominated
Adviser, that the terms of the related party transaction with John Carrington
are fair and reasonable insofar as the Company's shareholders are concerned.
Grant of Performance Options to Tony Gadsby Peet
On or shortly after Admission, Tony Gadsby Peet will be issued with Performance
Options as set out below.
The Directors (with the exception of Tony Gadsby Peet who is interested in the
transaction) consider, having consulted with CFA, the Company's Nominated
Adviser, that the terms of the related party transaction with Tony Gadsby Peet
are fair and reasonable insofar as the Company's shareholders are concerned.
Loans and Unpaid Directors' Remuneration
As part of the Proposals, the Company is repaying certain loans and unpaid
directors' remuneration and converting certain loans and unpaid directors'
remuneration into New Ordinary Shares at the Offer Price.
On Admission, 7,954,100 New Ordinary Shares will be issued to satisfy the
repayment of certain loans in the amount of �79,541 with an additional �42,546
to be repaid to John Carrington (a director of the Company) from the net
proceeds of the Placing and Open Offer.
In addition, 16,705,000 New Ordinary Shares will be issued on Admission, to
satisfy the repayment of unpaid directors remuneration in the amount of �
167,050.
Share Capital Reorganisation
In order to effect the issue of New Ordinary Shares at less than the present
nominal value, it is proposed to subdivide and convert each issued and unissued
Ordinary Share of 1p into 1 new ordinary share of 0.01p each (a "New Ordinary
Share") and 1 new deferred share of 0.99p (a "New Deferred Share"). This will
result in 8,750,000 New Ordinary Shares and 8,750,000 New Deferred Shares being
in issue immediately following the Share Capital Reorganisation.
Share Option Plans
Conditional upon the resolutions at the General Meeting being passed, it is
intended that on or shortly after Admission, options over in aggregate
29,265,910 New Ordinary Shares representing approximately 12 per cent. of the
Enlarged Share Capital will be granted to Tony Gadsby Peet, a director of the
Company, and Philip Reid (a former director of the Company).
Mr Reid was a director of the Company from January 2006 to February 2008 and
has been instrumental in putting together the Proposals. Mr Reid will remain as
a consultant to the Company. Accordingly, the Board considers it appropriate to
grant the Performance Options to Mr Reid.
Current Trading Prospect and Strategy
The Company today announced its half-yearly results for the six months to 30
September 2007.
Trading in the Company since 30 September 2007 has been in line with
management's expectations with BBA Insurance Services and ERM providing most of
the Group's turnover.
General Meeting
The General Meeting of the Company to be held at 10.05 a.m. on 17 March 2008
(or, if later, immediately following the Annual General Meeting) for the
purpose of considering, and if thought fit, passing the following resolutions:
The ordinary resolutions will, if passed:
1. approve the share capital reorganisation;
2. approve the acquisition of International Racing Bureau Limited;
3. appoint Alastair Graham Donald as a director of the Company;
4. approve the rules of the EMI Share Option Plan, Unapproved Share Option
Plan for employees and the Unapproved Share Option Plan for Directors and
Consultants; and
5. increase the authorised share capital from �4,250,000 to �4,300,000 by the
creation of 500,000,000 New Ordinary Shares and grant the Directors
authority to allot shares. Pursuant to section 80 of the Companies Act 1985
(the "Act").
The special resolutions will, if passed:
6. to adopt the New Articles of Association of the Company
7. to authorise the directors to allot equity securities as if section 89(1)
of the Act did not apply.
The circular may be downloaded shortly from the Company's website,
www.newmarketinvestmentsplc.com.
The Expected Timetable of Principal Events is set out below:-
2008
Record Date for the Open Offer close of business on 18
February
Announcement of the Proposals 20 February
Open Offer Entitlements credited to stock 21 February
accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4.30 p.m. on 7 March
withdrawal of Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 11 March
Entitlements into CREST
Last time and date for splitting of non-CREST 3.00 p.m. on 12 March
Application Forms (to satisfy bona fide market
claims only)
Latest time and date for acceptance of the Open 11.00 a.m. on 14 March
Offer and receipt of completed non-CREST
Application Forms or CREST Excess Application
Forms and payment in full under the Open Offer or
settlement of relevant CREST instruction (if
appropriate)
Latest time and date for receipt of completed 10.00 a.m. on 15 March
white forms of proxy to be valid at the Annual
General Meeting
Latest time and date for receipt of completed 10.05 a.m. on 15 March
blue Forms of Proxy to be valid at the General
Meeting
Record date for the Share Capital Reorganisation 17 March
Annual General Meeting 10.00 a.m. on 17 March
General Meeting 10.05 a.m. on 17 March
Announcement of results of the Open Offer by 8.00 a.m. on 18 March
Admission and commencement of dealings in the New 8.00 a.m. on 18 March
Ordinary Shares on AIM
New Ordinary Shares credited to CREST members' 18 March
accounts
Despatch of definitive share certificates for New 25 March
Ordinary Shares in certificated form by not later
than
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to shareholders by means of an
announcement through a Regulatory Information Service.
Placing and Open Offer Statistics are set out below:-
Offer Price 1p
Number of Existing Ordinary Shares in issue on 8,750,000
the Record Date (immediately before the Share
Capital Reorganisation)
Number of New Ordinary Shares immediately 8,750,000
following the Share Capital Reorganisation
Basis of the Open Offer 53 Offer Shares for every
10 Existing Ordinary Shares
Number of New Ordinary Shares to be issued 85,125,000
pursuant to the Placing
Number of New Ordinary Shares to be issued 46,375,000
pursuant to the Open Offer
Number of Consideration Shares to be issued 42,500,000
Number of Property Shares to be issued 35,250,000
Number of Loan Conversion Shares to be issued 7,954,100
Number of Directors' Remuneration Shares to be 16,705,000
issued
Enlarged Share Capital immediately following 242,659,100
Admission
Number of Options in issue immediately following 29,265,910
Admission
Percentage of the Enlarged Share Capital 54.2 per cent.
represented by the Placing Shares and the Offer
Shares
Percentage of the Enlarged Share Capital 17.5 per cent.
represented by the Consideration Shares
Percentage of the Enlarged Share Capital 14.5 per cent.
represented by the Property Shares
Gross proceeds of the Placing and Open Offer �1,315,000
Estimated net proceeds of the Placing and Open �775,000
Offer
Market capitalisation of the Company at the Offer �2,426,591
Price, immediately following Admission
AIM symbol NWN.L
ISIN GB0001288504
For further information please contact:-
Newmarket
Tony Gadsby Peet
Chief Executive
Tel: 020 7486 8985
Nominated Adviser to Newmarket
City Financial Associates Limited
Liam Murray
Tel: 020 7492 4777
Broker to Newmarket
Ellis Stockbrokers Limited
Neil Badger
Tel: 01293 517 744
Threadneedle Communications
John Coles
Tel: 020 7936 9604
Josh Royston
Tel: 020 7936 9606
END
Newmarket Investments (LSE:NWN)
Historical Stock Chart
From May 2024 to Jun 2024
Newmarket Investments (LSE:NWN)
Historical Stock Chart
From Jun 2023 to Jun 2024
