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Raleigh sorry just been out!!
"Do you then maintain there will not be a pre-emptive offer, contrary to the RNS?"
I honestly dont know because the wording in the MOA leaves it very much open to interpretation!!
By the wording "open offer" I read that it will be a free for and that because of the expense, inconvenience , administration and timescales of including PI's that we will be excluded. If we were to be included I would have expected that by now we would have had a firm indication!!
Prior to RNS last Thursday evening all II's will have been notified of intent of offering without us poor buggers being involved so I honestly feel that we will be excluded.
That is purely my opinion of course!!
Yes? No?
Here is a hand, before posters come between us.
"........and a second tranche of £90m, offered to a broader range of investors and incorporating a pre-emptive offer, in which CD&R will invest up to £25m......"??"......IKO, which currently owns approximately 15 per cent of the issued ordinary share capital of the Company, has confirmed that it is fully supportive of the Company's new strategy and equity raise and are intending to take up their pro-rata entitlements in full as part of the open offer......"??"......the initial tranche of its ( CD and R )participation will be placed at 25p per share. The residual quantum of its equity investment will be placed as part of the second tranche, a portion of which will be firm placed and the outcome of the remainder will be dependent on the take up of the pre-emptive offer by existing shareholders....."
Do you then maintain there will not be a pre-emptive offer, contrary to the RNS?
Raleigh, that Company act also states:-
These pre-emptive rights on the issue of shares do not apply if:
the memorandum or articles of a private company exclude them or provide alternative provisions, e.g. to make more detailed provisions in respect of different classes of shares; or
the company passes a special resolution to exclude them; or
the shares are issued for non-cash consideration;
shares within an employees' share scheme.
For the avoidance of any doubt repeat extract again of SIG's memorandum which clearly provides those alternatives stated in Act!!
""DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTIONS 14 AND 15)
Resolutions 14 and 15 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant
to the authority granted under Resolution 13 above for cash without complying with the pre-emption rights in the
Companies Act 2006 in limited circumstances".
And I should say, and as you know, the final outcome will be as proposed if carried at the general meeting - we do not know the resolutions, or the form the pre-emptive offer will take.
I shall find it during the day. And come back. And the whle thing has yet to be approved by shareholders. However, to some extent we stray from the point. The point is there will be a preemptive offer anyway, they have said so, and on the earlier question of who gets it -
Companies Act 561Existing shareholders' right of pre-emption
(1)A company must not allot equity securities to a person on any terms unless—
(a)it has made an offer to each person who holds ordinary shares in the company to allot to him on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by him of the ordinary share capital of the company, and
(b)the period during which any such offer may be accepted has expired or the company has received notice of the acceptance or refusal of every offer so made.
Raleigh please could you advise source of information that "The limited circumstances do not extend to the purpose of this fund raise" as I have scoured through all the information in the public domain without seeing anything remotely stating that?
Obviously this is extremely important to how us PI's are to proceed prior to the placing.
The limited circumstances do not extend to the purpose of this fund raise. And they have anyway said there will be a preemptive offer.
"DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTIONS 14 AND 15)
Resolutions 14 and 15 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant
to the authority granted under Resolution 13 above for cash without complying with the pre-emption rights in the
Companies Act 2006 in limited circumstances".
Wouldnt put my life on us getting a slice of the action!!