TIDMOPM
RNS Number : 5128F
1PM PLC
18 May 2017
18 May 2017
1pm plc
(the "Group" or the "Company")
Placing and Open Offer to raise up to GBP13.0 million,
Acquisition
and further Possible Acquisition
1pm plc, the AIM listed independent specialist provider of
finance facilities to the SME sector, is pleased to announce a
Placing and Open Offer for up to GBP13.0 million, through the issue
of up to 28,861,117 new Ordinary Shares at the Issue Price of 45
pence per share. The proceeds of the Fundraising will be used in
part to satisfy the cash consideration for the purchase of Tracx
Finance Limited, the company that wholly owns Gener8 Finance
Limited, a leading invoice finance provider to SMEs. The remaining
net proceeds will be used to finance the initial consideration for
a further Possible Acquisition and to strengthen the Company's
balance sheet.
Highlights
-- Placing of 22,000,000 new Ordinary Shares at the Issue Price
of 45 pence per Ordinary Share to raise GBP9.9 million
-- Open Offer for up to 6,861,117 Offer Shares on the basis of 1
New Ordinary Share for every 8 Existing Ordinary Shares, at the
Issue Price to raise up to GBP3.1 million
-- Acquisition of Tracx Finance Limited including its
wholly-owned subsidiary Gener8 Finance Limited for a total cash
consideration of GBP5.25 million
-- Heads of terms reached on the Possible Acquisition of another
company in the invoice finance sector, with a targeted completion
in June 2017
-- Establishment of a Commercial Finance division to offer
invoice discounting and factoring, thus providing adjacent products
to the Company's existing Asset Finance and Business Loan
products
-- Proposed appointment of Edward Rimmer to the Board of 1pm plc
in the role of Managing Director of the Commercial Finance Division
and Chief Executive of Gener8 Finance Limited on Completion
Ian Smith, 1pm's CEO, said: "The successful fundraising to fund
both the acquisition of Tracx Finance and the possible second
acquisition and the establishment of our new Commercial Finance
Division, together represent an important milestone in the ongoing
development of the Group and demonstrates the implementation of a
key element of the Group's stated strategic plan. This is to
continue to expand our offering to UK SMEs by adding adjacent
financial products and services which are complementary to our
existing Asset Finance and Business Loans portfolios and which also
create significant cross-selling opportunities.
"I am also delighted to announce that the new Commercial Finance
Division will be headed by Edward Rimmer, a highly experienced and
successful practitioner within the invoice discounting and
factoring industry."
Edward Rimmer, proposed Managing Director of the Commercial
Finance Division, said: "1pm is well established and respected
within the SME Asset Finance industry and I am relishing the
opportunity to build the new Commercial Finance Division. The
division will help to significantly expand the Group's business
both by pursuing a wider range of new customers with a more
diversified suite of products and by maximising cross-selling
opportunities across the Group's other two divisions."
A circular is being posted to shareholders today (the
"Circular"). The Circular sets out the background to and reasons
for the Fundraising and gives details of the Acquisition and the
Possible Acquisition. All capitalised terms in this announcement
are as defined in the Circular which will be available on the
Company's website: www.1pm.co.uk.
This announcement contains inside information.
For further information,
please contact:
1pm plc
Ian Smith, Chief Executive
Officer 01225 474230
James Roberts, Chief
Financial Officer 01225 474230
Cenkos (NOMAD)
Max Hartley, Harry
Pardoe (NOMAD), Julian
Morse (Sales) 0207 397 8900
Walbrook PR 0117 985 8989
Paul Vann 07768 807631
paul.vann@walbrookpr.com
Introduction
The Company can today announce that its wholly-owned subsidiary,
Onepm Commercial Finance Limited, has exchanged a conditional
contract to acquire the entire issued share capital of Tracx
Finance Limited including its wholly-owned subsidiary Gener8
Finance Limited for a total cash consideration of GBP5.25
million.
In order to meet the cash consideration payable on Completion
and to provide additional finance for a possible further
acquisition, the negotiations of which are at an advanced stage,
the Company has also announced today a Fundraising to raise a total
of up to approximately GBP13.0 million (before expenses) by way
of:
-- a Placing of 22,000,000 new Ordinary Shares at 45 pence per
share to the Placees to raise GBP9.9 million (before expenses);
and
-- an Open Offer of up to 6,861,117 new Ordinary Shares at 45
pence per share to Qualifying Shareholders to raise up to
approximately GBP3.1 million (before expenses).
The issue price of 45 pence per Placing Share and Open Offer
Share represents a discount of 19 per cent. against the Closing
Price of 55.5 pence per Ordinary Share at close of trading on 17
May 2017, the last trading day prior to this announcement.
The Acquisition is conditional, inter alia, on the Placing being
completed. The Company's existing share authorities, which allow it
to issue shares on a non pre-emptive basis, are insufficient to
allow the Placing and Open Offer to proceed and therefore the
Placing and Open Offer are conditional on Shareholders'
approval.
By completing the Acquisition and the Possible Acquisition, the
Company will be implementing a key element of its stated strategic
plan, which is to introduce adjacent products in the form of
invoice discounting and factoring, that are complementary to its
existing Asset Finance and Business Loan products for UK SMEs. The
Company will establish a new Commercial Finance Division to be led
by Edward Rimmer. Details of his proposed appointment as its
managing director and Board member of the Group are included
below.
Further to the announcement made on 22 June 2016, Helen Walker
today steps down from the Board of 1pm and all other companies in
the Group of which she was a director, having overseen an orderly
handover period with James Roberts, the Company's Chief Financial
Officer.
The Fundraising is conditional, amongst other matters, on the
passing of Resolution 1 at the General Meeting, and is expected to
complete at 8.00 a.m. on 8 June 2017, being the expected date of
Admission.
Background to and reasons for the Acquisitions and
Fundraising
1pm's strategic goals and objectives were set out in the Group
Strategic Report in its published financial statements for the year
ended 31 May 2016. The stated objectives included management
identifying adjacent business lending products in order to provide
a 'multi-product' offering for SMEs so that they have a choice of
methods to finance their businesses. The Directors believe that
Commercial Finance products in the form of invoice discounting and
factoring are an obvious adjacent product to be offered alongside
the Company's existing Asset Finance and Business Loan products.
The Board of Directors of the Company have concluded that the
optimal route to introduce these products is to do so through the
acquisition of independent, successful, well-run businesses already
operating in the sector. The establishment of a new Commercial
Finance Division through targeted acquisitions therefore represents
an important milestone in the ongoing development of the Group.
The Commercial Finance Division will allow the Group to pursue a
wider range of customers with a more diversified suite of products
and will therefore accelerate the Group's stated growth strategy.
The new Commercial Finance Division will be funded by the net
proceeds of the Placing, post funds utilised for the Acquisitions,
in order to facilitate the organic growth that management intend to
pursue. On completion of the Acquisitions, the Commercial Finance
Division is expected to be comparable in size to the Asset Finance
and Loans Divisions, with approximately GBP75 million of
receivables, yielding approximately 20 per cent. per annum on
approximately GBP35 million of funds advanced.
Management also believes that there will be significant
cross-selling opportunities between the new Commercial Finance
Division and the existing Asset Finance and Business Loans
Divisions in the Group.
The Directors believe that in established businesses in the
Invoice Finance industry it is typical for debt facilities to be
provided on a 5:1 basis such that equity can be leveraged 5 times
for lending. Thus, for example, GBP2 million of equity may attract
GBP10 million of debt facility, providing a total of GBP12 million
to be deployed for lending to existing and new clients of the
Acquisitions. The Directors believe that the profits generated from
such lending can equate to a 30 per cent. per annum or more return
on the original equity provided.
The Board has today agreed to appoint Edward Rimmer to lead the
new Commercial Finance Division conditional upon completion of the
Acquisition. Mr Rimmer has worked within commercial finance for
over 20 years having joined Bibby Financial Services Group in 1995.
In 2002, Mr Rimmer was appointed Managing Director of Bibby's newly
created company in Manchester, and in 2007 was appointed as UK CEO
and main board director of Bibby Financial Services Limited. Mr
Rimmer ceased his employment with Bibby Line Group Limited on 31
March 2017 and joined 1pm as a retained consultant with a view to
the appointment announced today.
It is the Directors' belief that the Acquisitions will deliver
more rapid organic growth under 1pm's ownership, without
compromising on credit risk. The Directors believe that the
Acquisitions will be earnings accretive within 2 years from
completion, will facilitate further growth across the Group through
cross-selling and will strengthen the Group's position in the SME
finance market. The Directors believe that this should increase
shareholder returns, with management targeting over a 15 per cent.
per annum return on net assets in the short-term.
Further information on the Acquisitions is set out below. A
summary of the principal terms of the Acquisition Agreement and the
Placing Agreement are set out in paragraphs 1 and 2 respectively of
Part V of the Circular.
In order to finance the consideration for the Target and the
initial cash consideration for the second Possible Acquisition, the
Directors are conducting a Placing to raise GBP9.9 million.
The Directors believe that existing Shareholders should also
have the opportunity to further invest in the Company at the same
price as those institutions who are involved in the Placing and
accordingly this announcement sets out the terms of the Open Offer
to raise up to approximately GBP3.1 million.
The Acquisitions
Tracx Finance
Tracx Finance, trading under the brand of its wholly-owned
subsidiary Gener8 Finance Limited, is an invoice finance provider
based in Abingdon, Oxford. The business employs 15 staff and
predominantly targets clients south of Birmingham. At present Tracx
Finance has approximately 140 clients, with approximately a four
and a half year average client life, and typically lends between
GBP50,000 and GBP500,000, with an average of GBP90,000.
Approximately 60 per cent. of new clients are generated though the
Target's network of brokers, with the remaining 40 per cent.
originated directly.
Tracx Finance charges a range of fees and interest on loans,
with recurring annual service fees accounting for approximately
half of revenue. Interest is the second largest revenue
contributor; typically charged at three to four per cent. per annum
and accounting for 15 to 20 per cent. of annual revenue.
Tracx Finance has a strong relationship with its debt finance
provider, Lloyds, which has funded the business since it started in
2008. Lloyds currently provides a GBP12 million back-to-back
facility and has consented in writing to the change of control and
confirmed in writing its willingness to continue to provide a
facility to lend against client invoices under 1pm's ownership.
In the year to 31 December 2016, Tracx Finance generated revenue
of GBP2.6 million and adjusted profit before tax of GBP0.9 million,
lending GBP12 million on a receivables book of GBP30 million.
The Directors are of the opinion that the Acquisition will
provide, inter alia, the following benefits:
-- a high quality client portfolio;
-- an excellent reputation for client service, with robust back
office processes and procedures evidenced by very low levels of
historic bad debts;
-- a strong EBITDA margin, currently at circa 33 per cent.;
-- the opportunity to introduce new clients beyond its current regional focus; and therefore
-- an excellent platform from which to implement a controlled expansion strategy.
The CEO and principal shareholder of the Target, Mr. David
Richards, will cease his employment with the Target upon
Completion. He will, however, be retained as a consultant for a
six-month period to work with Mr. Rimmer to complete an orderly
handover. Mr. Richards has also committed to invest GBP200,000 in
the Placing.
The consideration for the Acquisition is GBP5.25 million,
payable in cash on Completion.
Possible Acquisition
The Company has also agreed heads of terms for the acquisition
of another company in the invoice financing sector. These terms
include an exclusivity period within which 1pm is currently
conducting confirmatory due diligence. The anticipated completion
date of this Possible Acquisition is in June 2017 and management
regard progress towards completion as satisfactory and
on-track.
The company is based in the Northwest of England and has
customers across a broad range of industries, to whom it lends
between GBP10,000 and GBP1 million.
Revenue for the year ended 31 December 2016 was GBP4.1 million
with adjusted profit before tax of GBP1.1 million. At the end of
the period the company had a loan book of GBP23 million and
receivables of GBP46 million. The Directors believe that it is a
stable business, with little investment required post acquisition,
and is conservatively run with clear opportunities for growth.
If the Possible Acquisition completes, the Directors believe
that it will provide the following benefits:
-- a geographical focus which is different and therefore
complementary to Tracx Finance, thus establishing a national
presence for 1pm's new Commercial Finance Division;
-- a similarly highly regarded business known for excellent
client service and run by a well-respected management team who will
continue to manage the business. The management team will therefore
provide support for Mr. Rimmer in managing the enlarged Commercial
Finance Division; and
-- a similarly good quality client portfolio with a track record
of very low bad debts and healthy financial returns.
The Possible Acquisition also has a strong relationship with its
back-to-back finance provider, with which it currently has a GBP25
million facility. This provider has indicated to 1pm's management
that it will be willing to continue to provide such facilities,
should the Possible Acquisition complete.
The consideration for the Possible Acquisition is expected to be
GBP9 million in total. GBP4.5 million of the consideration is
expected to be paid on completion in cash, with the Company
expecting to pay GBP2.0 million of the balance of the consideration
partly in the form of loan notes or cash over a three year period
and GBP2.5 million in the form of an issue of Ordinary Shares based
on a three year earn-out conditional on achieving financial
performance targets.
There can be no certainty that the Possible Acquisition will
complete, nor as to its final terms. A further announcement
regarding the Possible Acquisition will be made in due course.
Should it not proceed, the Company intends to use the proceeds of
the Fundraising allocated for the Possible Acquisition for other
similar transactions.
The UK invoice finance market
There are approximately 44,000 companies in the UK using invoice
discounting and factoring to finance their businesses. At the end
of 2016, there were GBP22 billion of advances outstanding with
these businesses. Whilst there are some large corporate entities
that use such financing facilities, 80 per cent. of the companies
using such facilities in the UK are SMEs with an annual turnover of
up to GBP5 million. The focus of 1pm's lending through its existing
Asset Finance and Business Loans Divisions is to SMEs of this
size.
In identifying successful, well-run, invoice finance businesses
in the 'small-ticket' segment of the market, which the Directors
believe are under-exploited in terms of their growth potential,
there is an opportunity, through acquisition, to increase client
numbers, revenue and profits in the UK SME market.
Use of the proceeds of the Fundraising
The net proceeds of the Fundraising are expected to be up to
approximately GBP12.2 million. These proceeds will be applied in
satisfying the cash consideration payable for the Acquisition and
the expected initial cash consideration payable on completion of
the Possible Acquisition. The balance of the proceeds of the
Fundraising will be used to strengthen the Company's balance sheet
thus providing equity to be deployed through the Commercial Finance
Division for lending.
Current trading and prospects
The Board is pleased to report that trading in the current
financial year to 31 May 2017 is in line with market expectations
and is optimistic about achieving further organic growth through
the establishment of a Commercial Finance Division alongside the
existing Asset Finance and Business Loans Divisions.
Directors' participation
Certain of the Company's directors (Ian Smith, Mike Nolan, James
Roberts, John Newman and Julian Telling) have indicated that they
intend to participate, in aggregate, GBP109,800 in the Placing. A
further announcement will be made in due course regarding these
intentions to subscribe.
Details of the Placing and the Open Offer
1pm is proposing to raise GBP9.9 million (before expenses)
pursuant to the Placing and up to approximately a further GBP3.1
million (before expenses) pursuant to the Open Offer. The Issue
Price of 45 pence per New Ordinary Share represents a discount of
19 per cent. to the Closing Price of 55.5 pence per Ordinary Share
on 17 May 2017, the latest Business Day prior to publication of
this announcement.
The Placing has conditionally raised a total of GBP9.9 million
through the placing of 22,000,000 Placing Shares. Lombard Odier
Investment Managers Group (LOIM), in respect of funds or accounts
managed by LOIM entities ("LOIM"), is a substantial shareholder of
the Company and has subscribed for 4,959,000 Placing Shares. This
subscription constitutes a related party transaction under the AIM
Rules as LOIM currently holds approximately 19.0 per cent. of the
Existing Ordinary Shares and is therefore a "substantial
shareholder" under the AIM Rules. The Directors, having consulted
with Cenkos, the Company's nominated adviser, consider the terms of
LOIM's subscription are fair and reasonable insofar as the
Shareholders of the Company are concerned.
The Placing is conditional upon, inter alia, the Acquisition
becoming unconditional in accordance with its terms, Resolution
numbered 1 being passed at the General Meeting (or any adjournment
thereof) and Admission occurring no later than 8.00 a.m. on 8 June
2017 (or such later date as the Company and Cenkos shall agree,
being no later than 30 June 2017).
The Open Offer is being made on a pre-emptive basis, allowing
all Qualifying Shareholders the opportunity to participate.
The Open Offer provides Qualifying Holders with the opportunity
to apply to acquire Open Offer Shares at the Issue Price pro rata
to their holdings of Existing Ordinary Shares as at the Record Date
on the following basis:
1 Open Offer Share for every 8 Existing Ordinary Shares
and so on in proportion to any other number of Existing Ordinary
Shares then held.
Entitlements to apply to acquire Open Offer Shares will be
rounded down to the nearest whole number and any fractional
entitlement to Open Offer Shares will be disregarded in calculating
the Basic Entitlement.
Qualifying Shareholders who do not take up their Basic
Entitlements in full will experience a dilution to their interests
of approximately 34 per cent. following the Fundraising (assuming
full subscription under the Open Offer). Qualifying Shareholders
who take up their Basic Entitlements in full will suffer a dilution
to their interests of 26 per cent. on the same basis.
Qualifying Shareholders should note that the Open Offer Shares
have neither been placed under
the Placing subject to clawback under the Open Offer nor have
they been underwritten, and that
the Placing is not conditional upon the number of applications
received under the Open Offer.
The Open Offer is subject to the satisfaction, amongst other
matters, of the following conditions on or before 8 June 2017 (or
such later date, being not later than 8.00 a.m. on 30 June 2017, as
the Company and Cenkos may decide):
-- the Placing becoming unconditional in all respects;
-- the passing of the Resolution numbered 1 at the General
Meeting (or any adjournment thereof); and
-- Admission becoming effective by 8.00 a.m. on 8 June 2017 (or
such later time or date not being later than 8.00 a.m. on 30 June
2017 as the Company and Cenkos may decide).
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price pro rata to
their holdings of Existing Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of
their Basic Entitlements. To the extent that Basic Entitlements are
not subscribed for by Qualifying Shareholders, such Open Offer
Shares will be available to satisfy such excess applications,
subject to a maximum of 6,861,117 Open Offer Shares in aggregate.
To the extent that applications are received in respect of an
aggregate of more than 6,861,117 Open Offer Shares, applications
for Excess Entitlements will be scaled back accordingly.
However, applications for Excess Entitlements will be rejected
if and to the extent that acceptance would result in a Qualifying
Shareholder, together with those acting in concert with him/her/it
for the purposes of the City Code, holding 30 per cent. or more of
the Enlarged Share Capital immediately following Admission.
Placees who are Qualifying Shareholders will also be entitled to
participate in the Open Offer.
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying non-CREST Holders should be aware that the
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should also be aware that, in the Open
Offer, unlike in a rights issue, any Open Offer Shares not applied
for will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings
will commence at 8.00 a.m. on 8 June 2017. Further information in
respect of settlement and dealings in the New Ordinary Shares is
set out in Part III of the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe
for Open Offer Shares pursuant to the Open Offer and should refer
to paragraph 6 of Part III of the Circular.
CREST instructions
Application has been made for the Basic Entitlements for
Qualifying CREST Holders to be admitted to
CREST. It is expected that the Basic Entitlements will be
admitted to CREST on 19 May 2017.
The Excess CREST Open Offer Entitlements will also be admitted
to in CREST on 19 May 2017. Applications through the CREST system
may only be made by the Qualifying Holder originally entitled or by
a person entitled by virtue of a bona fide market claim.
If you are a Qualifying non-CREST Holder an Application Form
which gives details of your Basic Entitlement under the Open Offer
(as shown by the number of the Open Offer Shares allocated to you)
is enclosed with the Circular. If you wish to apply for Open Offer
Shares under the Open Offer, you should complete the accompanying
Application Form in accordance with the procedure for application
set out in paragraph 3 of Part III of the Circular and on the
Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post or by hand
(during normal business hours only) to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA so
as to arrive as soon as possible and in any event no later than
11.00 a.m. on 6 June 2017.
If you are a Qualifying CREST Holder, no Application Form is
enclosed with this Circular but you will receive a credit to your
appropriate stock account in CREST in respect of your Basic
Entitlement and if appropriate your Excess Entitlement. You should
refer to the procedure for application set out in paragraph 3 of
Part III of the Circular. The relevant CREST instruction must have
settled by no later than 11.00 a.m. on 6 June 2017.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 6 June 2017. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your Basic Entitlement or have your Basic Entitlement to
your stock account in CREST.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Dividend
The Directors keep the Company's dividend policy continually
under review. The Directors are committed to a progressive dividend
policy whilst also pursuing the stated strategy for growth, both
organically and through earnings-enhancing acquisitions. The
Directors believe that this balanced approach is the best way for
the Company to deploy its resources for the foreseeable future, in
pursuit of total shareholder return.
Board appointment
Edward Rimmer will join the Board of the Company on Completion
to lead the Commercial Finance Division.
Edward Rimmer joined Bibby Financial Services in 1995 as a
Graduate Trainee based in the Slough office. He forged a successful
career in sales, before moving into management to head up the sales
team at the newly created Bibby office in Hastings. In 2002, he was
promoted to Managing Director of a new start company in Manchester
which became the most successful in the Bibby Financial Services
Group from a sales and risk management perspective. In 2005, he was
promoted to Regional Managing Director overseeing the Liverpool,
Manchester and Leicester operations before being appointed as UK
CEO in 2007.
During his time in this role, profitability doubled from GBP16m
to GBP32m with sales increasing by 50 per cent. After 5 years as UK
CEO, he was offered another challenge internally within the Bibby
Group to lead the Ship Management business, where a growth strategy
as a niche operator in the oil and gas market was successfully
delivered resulting in the company being sold in 2016 to the market
leader, V Group Ltd.
Edward John Rimmer, aged 44, has been a director of the
following companies within the past 5 years: Bellatrix Ship
Management Group Limited, BFS Corporate Financial Solutions
Limited, Bibby ACF Limited, Bibby Asset Finance Limited, Bibby
Factors Bedford Limited, Bibby Factors Borehamwood Limited, Bibby
Factors Bristol Limited, Bibby Factors International Limited, Bibby
Factors Leicester Limited, Bibby Factors Limited, Bibby Factors
Manchester Limited, Bibby Factors NorthEast Limited, Bibby Factors
NorthWest Limited, Bibby Factors Slough Limited, Bibby Factors
Sussex Limited, Bibby Factors Wessex Limited, Bibby Factors
Yorkshire Limited, Bibby Financial Services Limited, Bibby FS
(Holdings) Limited, Bibby Invoice Discounting Limited, Bibby
Leasing Limited, Bibby Management Services Limited, Bibby Factors
Scotland Limited, Bibby Revolving Finance Limited, Bibby Supply
Chain Services Limited, Bibby Trade Factors Limited, Bibby Trade
Services Limited, Bibby Transactional Finance Limited, Bibby UK
Travel, Cashflow UK Limited, Direct Workforce Limited, Factoring UK
Group Limited, System Group Limited, System Training Limited and
V.Ships (Liverpool) Limited. Edward Rimmer was a director of System
Training Limited when it was dissolved by voluntary strike off.
Mr Rimmer has no current directorships. There are no other
matters to be announced as required under paragraph (g) of Schedule
2 of the AIM Rules.
On Admission, the Board will comprise four executive and three
non-executive directors as follows:
John Newman Non-executive Chairman
Ian Smith Chief Executive Officer
James Roberts Chief Financial Officer
Mike Nolan Managing Director, Asset Finance Division
Edward Rimmer Managing Director, Commercial Finance Division
Ron Russell Non-executive Director
Julian Telling Non-executive Director
The 1pm Long Term Incentive Plan 2017
The Remuneration Committee has undertaken a review of the
Company's existing executive incentives to ensure that they are
aligned with 1pm's commercial strategy and the interests of
Shareholders. Following the review, the Remuneration Committee
proposes the introduction of the 1pm plc Long Term Incentive Plan
2017 as a replacement to the Company's existing long term incentive
arrangements, with the intention of placing greater emphasis on the
long-term performance of the business.
A summary of the principal features of the Plan is set out in
paragraph 3 of Part V of the Circular.
General Meeting
The Circular will contain a notice convening the General Meeting
to be held at Francis Hotel, Queens Square, Bath BA1 2HH, at 1.00
p.m. on 7 June 2017 at which the following resolutions will be
proposed as ordinary or special resolutions as indicated below:
a) to authorise the Directors to allot the New Ordinary Shares
for the purposes of the Placing and Open Offer (special
resolution);
b) subject to Admission, to generally authorise the Directors to
allot relevant securities having an aggregate nominal value of up
to GBP2,791,668 or, if lower, an aggregate nominal value of up to
one third of the nominal value of the Enlarged Share Capital
(ordinary resolution);
c) to waive statutory pre-emption rights in respect of the
allotment of equity securities pursuant to the allotment authority
referred to in paragraph (b) above having an aggregate nominal
value of up to GBP837,500 or, if lower, an aggregate nominal value
of up to 10 per cent. of the nominal value of the Group (special
resolution); and
d) to approve and adopt the Plan (ordinary resolution).
Placing and Open Offer Statistics
Number of Existing Ordinary Shares
in issue 54,888,935
Basic Entitlement under the Open 1 Open Offer
Offer Share for every
8 Existing Ordinary
Shares
Issue Price of each New Ordinary 45 pence
Share
Discount to market price of 55.5 19 per cent.
pence per Existing Ordinary Share(1)
Number of Open Offer Shares to
be offered for subscription by
Qualifying Shareholders 6,861,117
Number of Placing Shares to be
issued pursuant to the Placing 22,000,000
Expected proceeds of the Open up to GBP3.1
Offer (before expenses) million
Expected proceeds of the Placing GBP9.9 million
(before expenses)
Expected proceeds of the Fundraising up to GBP13.0
(before expenses) million
Enlarged Share Capital following
Admission(2) 83,750,052
Percentage of Enlarged Share Capital 26.3 per cent.
represented by the Placing Shares(2)
Percentage of Enlarged Share Capital 8.2 per cent.
represented by the Open Offer
Shares(2)
Estimated net proceeds of the up to GBP12.2
Fundraising million
Market Capitalisation of the Company GBP37.7 million
following the Fundraising at the
Issue Price(2)
Notes:
1. Based on the Closing Price on 17 May 2017, being the last
practicable date prior to this announcement.
2. Assuming full subscription under the Open Offer.
Expected Timetable of Principal Events
Record Date for the Open Offer 6.00 p.m. on 15
May 2017
Announcement of the Placing and 18 May 2017
Open Offer, publication and posting
of this document, the Application
Form and Form of Proxy
Existing Ordinary Shares marked 8.00 a.m. on 18
as ex-entitlement by the London May 2017
Stock Exchange
Basic Entitlements and Excess 19 May 2017
Entitlements credited to stock
accounts of Qualifying CREST
Holders
Recommended latest time for requesting 4.30 p.m. on 31
withdrawal of Basic Entitlements May 2017
from CREST
Latest time for depositing Basic 3.00 p.m. on 1
Entitlements and/or Excess Entitlements June 2017
into CREST
Latest time and date for splitting 3.00 p.m. on 2
of Application Forms (to satisfy June 2017
bona fide market claims only)
Latest time and date for receipt 1.00 p.m. on 5
of Forms of Proxy June 2017
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms 6 June 2017
and payment in full under the
Open Offer or settlement of relevant
CREST instruction (as appropriate)
General Meeting 1.00 p.m. on 7
June 2017
Announcement of result of the 7 June 2017
General Meeting and Open Offer
Admission and commencement of 8.00 a.m. on 8
dealings of the New Ordinary June 2017
Shares and completion of the
Acquisition
New Ordinary Shares credited 8 June 2017
to CREST stock accounts
Despatch of definitive share Week commencing
certificates for New Ordinary 19 June 2017
Shares
Notes:
(i) References to times in this Document are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(iii) The timing of the events in the above timetable and in the
rest of this Document is indicative only.
(iv) In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in Part III of this Document and, where relevant, complete
the accompanying Application Form. If Qualifying Shareholders have
any queries on the procedure for acceptance and payment, or wish to
request another Application Form, they should contact Neville
Registrars on 0121 585 1131 or if calling from outside the UK on
+44 121 585 1131, where relevant, quoting the allotment number of
their Application Form. Calls to the Neville Registrars' help lines
are charged at your provider's standard rates for national or, as
the case may be, international calls. Different charges may apply
to calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. Neville
Registrars cannot provide advice on the merits of the Fundraising
nor give any financial, legal or tax advice.
Capitalised terms used in this announcement have the meanings
given to them in the Circular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEVLBFDEFFBBL
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