SPDI Secure Property Dev&Inv PLC Issue of Equity (2487R)
October 24 2013 - 2:00AM
UK Regulatory
TIDMSPDI
RNS Number : 2487R
SPDI Secure Property Dev&Inv PLC
24 October 2013
24 October 2013
SECURE PROPERTY DEVELOPMENT & INVESTMENT
("SPDI" or "the Company")
Issue of Equity
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (AIM: SPDI),
today announces that Narrowpeak Consultants Limited ("Narrowpeak"),
an entity controlled by Peter Munk, Nathaniel Rothschild and
Lambros Anagnostopoulos which currently holds 22.6 per cent. of the
issued share capital of the Company (and has invested $10 million
in 2011 and 2012 to lead the turnaround of the Company), and PM
Tsiftis Maritime Trading Ltd (together the "Investors") have agreed
to convert liabilities due to them amounting to $1.7 million into
new ordinary shares. These liabilities arose from various loans
that were made by the Investors in September 2012 to provide
additional working capital to the Company.
Also each of the non-executive directors of the Company (the
"Directors") will be issued with new ordinary shares at a deemed
share price of GBP0.95 in the capital of the Company as
consideration in lieu of outstanding directors' fees and expenses
equal to GBP171,783 in aggregate.
The Company will issue in aggregate 2,491,016 new ordinary
shares, of which Narrowpeak will receive 2,225,545 shares, PM
Tsiftis Maritime Trading Ltd will receive 84,645 shares and the
Directors will receive 180,826 shares, to be divided amongst them
as follows:
Director Shares
----------------------- -------
Antonios Achilleoudis 26,842
----------------------- -------
Ian Domaille 32,509
----------------------- -------
Robert Sinclair 23,860
----------------------- -------
Harin Thaker 11,228
----------------------- -------
Franz Hoerhager 23,860
----------------------- -------
Paul Ensor 23,860
----------------------- -------
Alvaro Portela 11,228
----------------------- -------
Antonios Kaffas 27,439
----------------------- -------
The new ordinary shares will be issued credited as fully paid
and will rank pari passu with the existing ordinary shares,
including the right to receive all dividends and other
distributions declared in respect of such shares after the date of
their issue.
Approval for the issue of the new ordinary shares on a
non-pre-emptive basis was obtained at the Company's annual general
meeting held on 26 November 2012.
Application has been made for the 2,491,016 new ordinary shares
to be admitted to trading on AIM ("Admission") and it is expected
that Admission will be effective on 29 October 2013. Following
Admission, there will be a total of 28,171,833 ordinary shares in
issue. This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FSA's Disclosure and Transparency
Rules.
Under the AIM Rules for Companies (the "AIM Rules") an issue of
shares to a related party which exceeds specified class tests is
subject to certain disclosure requirements. Due to its holding of
over 10% of the Company's current issued share capital, the issue
of new ordinary shares to Narrowpeak (which has previously notified
the Company that its aggregate shareholding in the Company was
5,801,000 ordinary shares, representing approximately 22.6 per
cent. of the Company's current issued share capital) is deemed a
transaction with a related party under the AIM Rules.
On completion of the share issue, Narrowpeak will own 8,026,545
ordinary shares in the capital of the Company, representing 28.49
per cent. of the enlarged total voting rights of the Company.
The directors of the Company consider, having consulted with
Liberum Capital Limited, the Company's nominated adviser, that the
terms of the issue of new ordinary shares to Narrowpeak are fair
and reasonable insofar as the Company's shareholders are
concerned.
Following the placing the Directors will hold the following
shares:
Director Shares %
----------------------- ------- -----
Antonios Achilleoudis 36,842 0.13
----------------------- ------- -----
Ian Domaille 32,509 0.12
----------------------- ------- -----
Robert Sinclair 23,860 0.08
----------------------- ------- -----
Harin Thaker 11,228 0.04
----------------------- ------- -----
Franz Hoerhager 33,860 0.12
----------------------- ------- -----
Paul Ensor 45,381 0.16
----------------------- ------- -----
Alvaro Portela 11,228 0.04
----------------------- ------- -----
Antonios Kaffas 27,439 0.10
----------------------- ------- -----
- Ends -
Enquiries:
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC + 380 44 459 3000
Lambros Anagnostopoulos / Constantinos Bitros
Liberum Capital Limited + 44 20 3100 2000
Chris Bowman / Richard Bootle
+44 (0)20 7831
FTI Consulting 3113
Richard Sunderland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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