TIDMTAL
RNS Number : 6740N
Ten Alps PLC
27 October 2016
27 October 2016
Ten Alps plc
("Ten Alps" or the "Company")
Result of Placing
Further to its announcement earlier today regarding the proposed
placing (the "Placing"), the Company is pleased to confirm that it
has conditionally raised GBP837,836 through the successful placing
of 111,711,471 new ordinary shares (the "Placing Shares") at a
price of 0.75 pence per Placing Share (the "Placing Price"); this
being an increase of GBP30,000 (4,000,000 shares) on the intended
amount of the Placing, as announced this morning. The Placing,
which is subject (amongst other proposals) to shareholder approval
at the General Meeting, has been arranged by N+1 Singer. Further
details of the proposals to be put to shareholders at the General
Meeting are set out in the announcement released by the Company
earlier today and in the circular to be published tomorrow.
The Placing Price represents a discount of approximately 6.25
per cent. to the mid-market closing price on 26 October 2016, being
the last dealing day prior to the announcement of the Placing. The
Placing Shares will represent approximately 18.26 per cent. of the
Company's issued share capital, as enlarged following admission of
the Placing Shares. The Placing Shares together with the Settlement
Shares, Fee Shares and Reef Shares will represent approximately
31.45 per cent. of the Enlarged Share Capital following
Admission.
The net proceeds of the Placing (now being approximately
GBP777,642) will be used primarily to satisfy the payment due to
Reef Television in respect of the first deferred consideration
payment due under the terms of its share purchase agreement, with
the balance being used for general working capital purposes.
Rule 9 of the City Code on Takeovers and Mergers (the "Takeover
Code")
The Company is registered in Scotland and Shareholders are
protected under the Takeover Code. Under Rule 9 of the Takeover
Code, where any person acquires, whether by a single transaction or
a series of transactions over a period of time, interests in
securities which (taken together with securities in which he is
already interested and in which persons acting in concert with him
are interested) carry 30 per cent. or more of the voting rights of
a company which is subject to the Takeover Code, that person is
normally required by the Takeover Panel to make a general offer to
all the remaining shareholders of that company to acquire their
shares. Similarly, when any person individually or a group of
persons acting in concert, already holds interests in securities
which in aggregate carry not less than 30 per cent. of the voting
rights of such a company but does not hold shares carrying more
than 50 per cent. of such voting rights, that person may not
normally acquire further securities without making a general offer
to the shareholders of that company to acquire their shares. An
offer under Rule 9 must be made in cash and at the highest price
paid by the person required to make the offer, or any person acting
in concert with him, for any interest in shares of the company
during the 12 months prior to the announcement of the offer.
Under the Takeover Code, a concert party arises where persons
acting together pursuant to an agreement or understanding (whether
formal or informal and whether or not in writing) co-operate to
obtain or consolidate control of the company. Control means an
interest or interests in shares carrying in aggregate 30 per cent.
or more of the voting rights of the company, irrespective of
whether the holding or holdings give de facto control. Herald
Investment Trust plc, Herald Investment Management Limited, Herald
Venture Limited Partnership, Herald Venture Limited Partnership II
and Herald Venture Limited Partnership III (together, defined
hereafter as "Herald") are deemed to be acting in concert (as
defined in, and for the purposes of, the Takeover Code) by reason
of the investments of each such entity being managed since their
inception by Herald Investment Management Limited. Directors and
key employees of Herald are also deemed to be in concert with them.
John David Sebastian Booth, a director of Herald, holds Ordinary
Shares directly in his own name and beneficially through the John
Booth Charitable Foundation (together, being the "John Booth
Parties"). Herald and the John Booth Parties are regarded for the
purposes of the Takeover Code as acting in concert (as defined by
the Takeover Code) (together, being the "Concert Party").
In 2012, the Company completed a conditional subscription to
raise GBP3 million to expunge certain bank debt facilities and fund
working capital. The conditional subscription included
participation by the Concert Party and, as a result of which, took
the Concert Party's beneficial interest to an aggregate of
115,055,978 Ordinary Shares, representing approximately 45.56 per
cent. of the then issued share capital, as enlarged by the
subscription. Under such circumstances, the Concert Party would
normally be obliged to make a general offer, pursuant to Rule 9, to
all other Shareholders to acquire their Ordinary Shares.
At the time, the Takeover Panel agreed to waive the obligation
of the Concert Party to make a general offer, subject to approval
of the independent shareholders (being the then Shareholders of the
Company with the exception of the Concert Party), which was
obtained at a general meeting of the Company held on 25 April 2012.
Any further increases in the Concert Party's interests in Ordinary
Shares beyond the level currently held will be subject to the
provisions of Rule 9.
Assuming the resolutions to be proposed at the General Meeting
are approved by shareholders, following completion of the Placing
the Concert Party will be interested in an aggregate of 247,913,325
Ordinary Shares, amounting to 40.52 per cent. of the Enlarged Share
Capital.
Related Party Participation
As Herald and Artemis Alpha Trust plc ("Artemis") are both
substantial shareholders of the Company, both are considered to be
related parties for the purposes of the AIM Rules for Companies.
Herald and Artemis have committed to subscribe for 63,919,143
Placing Shares and 28,814,923 Placing Shares, respectively;
constituting related party transactions pursuant to Rule 13 of the
AIM Rules for Companies. The Directors consider, having consulted
with its nominated adviser N+1 Singer, that the terms of respective
participations in the Placing to be fair and reasonable insofar as
the Company's shareholders are concerned.
Total Voting Rights
Assuming the resolutions to be proposed at the General Meeting
are approved by shareholders, following Admission the Company will
have a total of 611,775,478 New Ordinary Shares with voting rights
in issue. The Company currently holds no shares in treasury.
Following Admission, the above figure of 611,775,478 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 FCA's
Disclosure Guidance and Transparency Rules.
Terms defined in the earlier announcement shall have the same
meaning in this announcement unless this announcement provides
otherwise.
Posting of Circular
A circular setting out details of the proposals and notice of
the General Meeting will be posted to shareholders tomorrow and a
copy will also be available to download from the Company's website
at www.zincmedia.com.
Definitions
In this Appendix to the Announcement and as the context shall
admit, in the Announcement:
"Fee Shares" means the issued ordinary share capital of the
Company as enlarged by the Placing Shares, the Reef Shares, the Fee
Shares and the Settlement Shares as further described in the
Circular; and
"Settlement Shares" means 10,666,667 New Ordinary Shares to be
issued to Mark Wood as further described in the Circular.
Enquiries
Ten Alps plc 020 7878 2311
Peter Bertram, Chairman
David Galan, CFO
www.zincmedia.com
N+1 Singer (NOMAD and Broker to Ten
Alps) 020 7496 3000
Shaun Dobson / Lauren Kettle
This information is provided by RNS
The company news service from the London Stock Exchange
END
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