Member Info for Raleigh

This is from the current articles.
"This disapplication authority is in line with institutional shareholder guidance, and in particular with the Pre-Emption Group’s Statement of Principles (the “Pre-Emption Principles”). The Pre-Emption Principles were revised in March 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive o er to include: (i) an authority over 5% of a company’s issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of a company’s issued share capital for use in connection with an acquisition or speci ed capital investment announced contemporaneously with the issue, or has taken place in the six month period preceding the announcement of the issue."

But there will be a new authority by way of articles on June 30th., also including DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTIONS 13 AND 14)
Resolutions 13 and 14 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 12 above for cash without complying with the pre-emption rights in the Companies Act 2006 in limited circumstances.
This disapplication authority is in line with institutional shareholder guidance, and in particular with the Pre- Emption Group’s Statement of Principles (the “Pre-Emption Principles”). The Pre-Emption Principles were revised in March 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre- emptive offer to include: (i) an authority over 5% of a company’s issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of a company’s issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or has taken place in the six month period preceding the announcement of the issue.

It is not an acquision. It is not a capital investment. Those are the limited circumstances. That is the articles.

But, there will be a shareholders meeting to separately authorise what they intend to do, because they do not have authority within the articles. I have no idea, nor do you, of what resolutions will be tabled separately to what we know will be in the AGM by way of authority to allot shares.

Therefore, I turn to the RNS, and references to shareholders approving, by vote, whatever they seek. That includes a pre-emptive offer.

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?

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.

The limited circumstances do not extend to the purpose of this fund raise. And they have anyway said there will be a preemptive offer.

You will see that IKO will take shares up as their 'entitlement'. If they have become 'entitled', as a result of their shareholding, then so are the rest of us - it just adds weight to the notion of a pre-emptive offer.

There is quite a lot to raise, and the balance that CD and R get is said to be dependent on the take-up under the open offer. Strictly, a pre-emptive offer should apply across the board - or where and under what authority do you draw the line. I can only say ( for myself ) that there is no reason to believe they can disapply preemption for some and not others. Perhaps other posters have knowledge of such circumstances.

The next main news will likely be on funding.
The second tranche is described as including an open offer. It is said, perhaps unnecessarily, to incorporate a pre-emptive offer.

Open offer. An offer of new shares usually at a discount to existing shareholders on a pre-emptive basis, similar to a rights issue ( but no 'rights' to sell on ).......If any shareholder declines his minimal entitlement, the excess shares are allocated to those applying for shares in excess of their minimum entitlements. Open offers often run in tandem with other share offerings, such as a placing or rights issue. This is because issuing new shares can dilute existing investors, so an open offer, for example, can help existing shareholders maintain their stake or minimise dilution from a placing. While both open offers and rights issue entitles investors to purchase more shares, you can only sell that entitlement on to an external investor under a rights issue, and not an open offer.

And as per my RNS extracts at 1229 on 4th. June.
And the equity raising process is expected to complete by 8th. July, ( price of second tranche to existing shareholders unknown ) but will require the prior consent of shareholders.

Good for the economy, and spending, absolutely.

Not Carnival jobs though - it's still in port - but welcome news and optimism and hats off to the sp winners here.

Same team and Mr. Fletcher has been in post since January.

https://www.sigplc.com/~/media/Files/S/SIG-Corp/Annual%20Reports/SIG-AR2019%20webready/SIG%20Notice%20of%20Meeting%202020%20FINAL.pdf

This really is a strange one. One would have thought that as time passes with no cruising, cash burn and losses mounting it would drift out, but not the case so far. I can only think there is a preponderance of those with eyes on the price it came from.....

Not yet, or it might be CD and R at 25p.

I believe the voting right figures as opposed to the shareholding relate to the cash for equity swap where JPM has passed over positive or negative returns on certain shares for cash to a third party for a period ( dates given ) but has retained the voting rights. Thus it currently reaps the benefit of 26,075,860 shares, or 4.41%, whilst it retains an additional 4.57% of the voting rights of shares out on loan.

According to trust net, JPM shares are held within JPMorgan European Smaller Companies Trust, focusing on generating long-term growth by 'scouring European markets for tomorrow’s European and global market leaders.' At 31st January2020 it was the third largest trust holding at 2.2%, behind Falck Renewables and ERG.

Construction activity index for UK in May out today is still very low, though as expected much better than April. It is said that output is likely to improve further during June, as shortages of raw materials and protective equipment ease, and the labour supply improves. I imagine it is a similar situation in Europe.

"........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....."

Another direct sale illustrating market potential, now and post covid.
The key objective remains:-
"During the year Blackbird clearly demonstrated and communicated that it can be a market-leading product for blue-chip global Enterprises. In 2020 I look forward to building on these direct-sale wins and accelerating growth by striking deals with Original Equipment Manufacturers ("OEMs") where Blackbird will be sold as an integral part of a larger end-to-end media solution. This will mean that well-established OEM companies and their requisite sales teams will be selling Blackbird to a larger volume of global customers.