CRF Ciref

 

TIDMCRF 
 
RNS Number : 2434G 
Ciref PLC 
28 January 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE 
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY 
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL 
 
 
 
 
 
 
 
 
 
 
Ciref Plc 
 
 
("Ciref" or "the Company") 
 
 
Issue of Equity 
 
 
Ciref, the AIM listed property investment and development company, announces 
that it has today placed 57,079,659 new Ciref ordinary shares of 1p each at a 
subscription price of 52p per share ("the Placing Shares") ("the Placing") and 
that a further 199,441 Ciref ordinary shares have been issued to shareholders 
pursuant to the final scrip dividend for the year ended 30 September 2009 ("the 
Final Scrip Dividend Shares"). Application has been made to admit the Placing 
Shares and Final Scrip Dividend Shares to trading on AIM and this admission is 
expected to take place on 3 February 2010. 
 
 
The Placing 
 
 
The Placing Shares, which represent approximately 31.5 per cent. of the current 
issued share capital of the Company, have been placed with Redefine Income Fund 
Limited ("Redefine"), which has also today acquired 689,572 existing Ciref 
ordinary shares from another Ciref shareholder. 
 
 
The funds raised from the Placing, totalling approximately GBP30.0 million 
before expenses, will be used to repay the GBP15 million bridging loan, which 
carries interest at market rates, and restore the Company's cash resources, both 
of which were used to finance the acquisition of the Company's stake in the 
Cromwell Group, as announced on 24 December 2009. 
 
 
Immediately following the Placing, Redefine (and its nominees) will have an 
interest in 168,505,302 ordinary shares representing approximately 70.7 per 
cent. of the Company's enlarged issued share capital.  Redefine does not 
currently intend that its holding in the Company should increase above this 
level. 
 
 
The Placing Shares will rank pari passu in all respects with the existing 
ordinary shares, including the right to receive all dividends and other 
distributions thereafter declared, made or paid on such ordinary shares. 
 
 
Related Party Transaction 
 
 
Redefine is an existing shareholder which falls within the definition of a 
related party under the AIM Rules, because it is a substantial shareholder in 
Ciref by nature of its greater than 10 per cent. holding of the Company's 
existing ordinary shares. 
 
 
Under the AIM Rules, Redefine's participation in the Placing is considered to be 
a related party transaction. The Placing Shares are being subscribed for cash at 
a subscription price of 52p per share (the "Placing Price") which, based upon 
the closing price of 53.5p as at 27 January 2010 (being the last practicable 
date prior to the date of this announcement), represents a discount of 1.5p per 
share, equivalent to a discount of 2.8 per cent.  The Placing Price represents a 
premium of 7.2 per cent. to the volume weighted average traded price of Ciref 
ordinary shares of 48.5p over the 30 days prior to the date of this 
announcement. 
 
 
The independent directors, having consulted with Singer Capital Markets Limited 
as the Company's Nominated Adviser, consider that the terms of the transaction 
described above to be fair and reasonable insofar as the Company's independent 
shareholders are concerned. In being consulted, Singer Capital Markets has 
relied on the independent directors' commercial assessment of the transaction. 
 
 
The Scrip Dividend Shares 
 
 
Following shareholder approval of the final scrip dividend for the year ended 30 
September 2009 at the Company's annual general meeting held on 27 January 2010, 
an aggregate of 199,441 Final Scrip Dividend Shares have been issued to 
shareholders, of which 107,500 were issued out of Treasury and 91,491 were new 
Ciref ordinary shares. 
 
 
Elections for the cash dividend were received from shareholders holding 
66,482,232 Ciref shares. 
 
 
The Company's enlarged issued share capital will consist of 238,483,821 ordinary 
shares of 1p each with no shares held in Treasury. The above 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 Disclosure and Transparency Rules. 
 
 
For further information contact: 
 
 
+----------------------------------------+-------------------------------+ 
| Ciref Plc                              | +27(0)21 683 3829             | 
| Gavin Tipper - Chairman                |                               | 
|                                        |                               | 
+----------------------------------------+-------------------------------+ 
| Singer Capital Markets                 | +44(0)203 205 7500            | 
| Nicholas How / Richard Savage          |                               | 
|                                        |                               | 
+----------------------------------------+-------------------------------+ 
| Powerscourt                            | +44(0)207 250 1446            | 
| Matthew Fletcher / Karen Le Cannu      |                               | 
|                                        |                               | 
+----------------------------------------+-------------------------------+ 
| Corovest Fund Managers Limited         |                               | 
| Nicolaas Faure                         | +1 284 494 9820               | 
| Mike Watters                           | +44 207 811 0100              | 
+----------------------------------------+-------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IOELLFSTLLIDFII 
 

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