Issue of Equity (4307J)
June 30 2011 - 2:07AM
UK Regulatory
TIDMRAM
RNS Number : 4307J
RAM Investment Group PLC
30 June 2011
FOR IMMEDIATE RELEASE 30 June 2011
RAM INVESTMENT GROUP PLC
RAM RAISES GBP2.42 MILLION FROM PLACING OF NEW ORDINARY SHARES
AND CONVERTIBLE LOAN NOTES
Ram Investment Group plc ("RAM" or the "Company"), the
AIM-listed investor in digital out of home media and communications
for the moving environment companies, announces that it has raised
GBP2.27 million before expenses via a placing of new ordinary
shares and loan notes ("Placing").
The Company has placed 113,625,000 new ordinary shares of 1p
each ("Ordinary Shares") at 2p per share (the "Placing Price") with
current institutional investors Hill Street Investments plc ("Hill
Street"), Ruffer LLP and funds under the discretionary management
of T1ps Investment Management Limited. The Placing Price represents
a premium of 23% over the closing price of the Ordinary Shares of
1.625p as at close of business on 29 June 2011. The proceeds will
be used for the repayment of the GBP1.5 million of loan notes owed
to a company advised by Thames Valley Capital Limited ("TVC"), 14
months ahead of scheduled repayment, and ongoing working capital.
As part of the settlement with TVC, the Company has agreed to a
deed of variation whereby the exercise price of the warrants held
by TVC over 39,500,000 Ordinary Shares is reduced to 2.5p per
Ordinary Share.
The new Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares in issue and application has been made
for the 113,625,000 new Ordinary Shares to be admitted to trading
on AIM. This is expected to be on 5 July 2011. Following the
Placing, the enlarged share capital of the Company will be
260,892,952 Ordinary Shares.
The Company is also issuing GBP150,000 of unsecured convertible
loan notes ("Loan Notes") to Hill Street. The Loan Notes can be
converted at the same price of 2p per share at the election of
either RAM or Hill Street. The Loan Notes to be redeemed by not
later than 31 December 2011. Prior to repayment or conversion the
Loan Notes will be subject to interest at the rate of 8% for per
annum payable to Hill Street.
Pursuant to the Placing, the Company has been notified that Hill
Street has subscribed for 67,500,000 new Ordinary Shares at the
Placing Price and GBP150,000 in Loan Notes. Following the Placing,
Hill Street will have an interest of 71,027,511 Ordinary Shares
representing 27.22% of the issued share capital of the Company. Tim
Baldwin, Chairman, is also chairman of Hill Street, in which he
holds a beneficial interest. Following the Placing, Mr Baldwin's
interest in the Company will be 76,879,438 Ordinary Shares
representing 29.47% of the issued share capital of the Company.
Pursuant to the Placing, the Company has been notified that
Ruffer has subscribed for 40,000,000 new Ordinary Shares at the
Placing Price. Following the Placing, Ruffer will have an interest
in 67,650,000 Ordinary Shares, representing 25.93% of the issued
share capital of RAM. In addition, funds under the discretionary
management of T1ps Investment Management Limited subscribed for
3,625,000 Ordinary Shares at the Placing Price. Following the
Placing, SF T1ps Smaller Companies Growth Fund will have an
interest in 16,335,294 Ordinary Shares, representing 6.26% of the
issued share capital of RAM.
As Tim Baldwin is a director of Hill Street, their participation
in the Placing is considered a related party transaction under the
AIM Rules for Companies. The Directors, with the exception of Tim
Baldwin who is involved in the transaction as a related party,
consider, having consulted with its Nominated Adviser, that the
terms of the transaction are fair and reasonable insofar as its
shareholders are concerned.
Tim Baldwin said: "The proceeds of the Placing will put RAM on
an even sounder footing as it continues to grow in the years ahead.
This will give the Company a strong balance sheet, and ensure the
cash generated can be used to reinvest in the businesses.
"The repayment of the loan notes will remove a barrier to the
Company's development enabling it to grow both organically and by
selective acquisition".
For further information please call:
Tim Baldwin RAM Investment Group plc 0207 518 4303
Sandy Jamieson Libertas Capital Corporate Finance Limited 0207
569 9650
Jon Levinson Rivington Street Corporate Finance Limited 0207 562
3357
This information is provided by RNS
The company news service from the London Stock Exchange
END
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