TIDMRM2
RNS Number : 8512R
RM2 International SA
31 October 2019
31 October 2019
RM2 International S.A.
("RM2" or the "Company")
Issuance and Transfer of Shares, Director Shareholdings, Total
Voting Rights
RM2 today announces that, following the approval received at the
General Meeting of Shareholders held on 31 July 2019, the first
instalment of the Second Tranche Placing has now completed through
the issuance of 50,000,000 new Ordinary Shares (the "Fourth
Instalment Shares") to Richard Cashin at the Placing Price for
$1,000,000, which has now been received by the Company. Immediately
following issuance of the Fourth Instalment Shares, and prior to
the transfers described in the below paragraph, Richard Cashin's
holding stands at 168,527,795 Ordinary Shares.
The issuance of any of the Second Tranche Placing Shares is
subject to certain conditions precedent, including the Company
arranging for $10 million of debt financing prior to 30 September
2019 (the "Debt Condition"), which the Company has not yet
finalised. As the Company's discussions with potential lenders
continue, by agreement dated 29 October 2019, Richard Cashin waived
the Debt Condition with respect to the subscription of the Fourth
Instalment Shares (the "Waiver"). Subscription by Richard Cashin
for the remaining two instalments of the Second Tranche Placing
Shares will require the Debt Condition to be waived or otherwise
satisfied by Richard Cashin.
As previously announced, Richard Cashin is expected to be
on-selling at the Placing Price (i) 5,000,000 of the Fourth
Instalment Shares to The Accommodation Trust (a family vehicle of
R. Ian Molson, the Company's Chairman), (ii) 5,419,646 of the
Fourth Instalment Shares to Polygon Global Partners LLP and (iii)
2,512,500 Fourth Instalment Shares to Jan Dekker, one of the
Company's Directors. Upon settlement of these three transfers,
Richard Cashin's holding will stand at 155,595,649 Ordinary
Shares.
The table below sets out the positions of the Company's
Significant Shareholders (as defined in the AIM Rules) following
the issuance of the Fourth Instalment Shares and upon settlement of
the three transfers described above, as well as those expected
positions following the issue of the remaining two instalments of
the Second Tranche Placing Shares (assuming the Conditions are
waived or met).
Holding of % of currently Holding of % holding
Ordinary issued share Ordinary of Ordinary
Shares* capital* Shares after Shares after
admission admission
of Second of Second
Tranche Placing Tranche Placing
Shares* Shares*
Richard Cashin 155,595,649 64.7% 234,756,357 69.0%
------------ --------------- ----------------- -----------------
Polygon Global
Partners LLP 23,195,475 9.7% 34,034,767 10.0%
------------ --------------- ----------------- -----------------
R. Ian Molson and
associated Family
Trusts 22,448,499 9.3% 32,448,499 9.5%
------------ --------------- ----------------- -----------------
Link Fund Solutions
Limited 20,001,629 8.3% 20,001,629 5.9%
------------ --------------- ----------------- -----------------
* The figures stated above assume the completion of the
transfers to The Accommodation Trust and Polygon Global Partners
LLP described herein and that the remaining two instalments of the
Second Tranche Placing are completed and that there are no other
changes to the Company's issued share capital between today's date
and the completion of the Second Tranche Placing.
Related Party Transaction
Richard Cashin is categorised as a Substantial Shareholder of
the Company pursuant to the AIM Rules for Companies ("AIM Rules").
Accordingly, the entering into the Waiver with Richard Cashin is
classified as a related party transaction pursuant to the AIM
Rules.
The Directors of the Company, having consulted with Strand
Hanson Limited, the Company's Nominated Adviser, consider that the
terms of the Waiver are fair and reasonable insofar as the
Company's shareholders are concerned.
Total Voting Rights
Application has been made to the London Stock Exchange for the
admission of the 50,000,000 Fourth Instalment Shares to trading on
AIM, which is expected to occur at 8.00 a.m. on 6 November 2019.
Application for the admission of subsequent instalments of Placing
Shares is expected to be made such that admission to trading on AIM
will shortly follow the issuance of each instalment of Placing
Shares.
Following the issue of the Fourth Instalment Shares, the
Company's issued share capital will be comprised of 240,347,671
Ordinary Shares, of which 193,500 Ordinary Shares are held by the
Company as non--voting treasury stock ("Treasury Shares"). The
total number of voting rights in the Company is calculated as the
number of outstanding Ordinary Shares less Treasury Shares, which
results in a total voting rights figure of 240,154,171.
Shareholders may use this figure of 240,154,171 as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or change their interest in,
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules and the Company's articles.
Capitalized terms not otherwise defined herein have the meanings
ascribed thereto in the Company's RNS issued on 22 July 2019.
For further information:
RM2 International S.A. +352 2744 9653
Kevin Mazula, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Strand Hanson Limited (Nominated & Financial
Adviser and Broker) +44 (0) 20 7409 3494
James Spinney / Ritchie Balmer / Eric
Allan
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes to Editors
RM2 International S.A. specialises in smart pallet development,
manufacture, supply and management to establish a leading presence
in global pallet supply and improve the supply chain of
manufacturing and distribution businesses through the effective and
efficient use and management of composite pallets. It is quoted on
the AIM market of the London Stock Exchange under the symbol RM2.L.
For further information, please visit www.rm2.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMBBJTMBAJBIL
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