RHM 30 Apr 2015 20:11
Background to and reasons for the Disposal
The Board of RHM believes that the Disposal of a portion of the remaining Consideration Shares held by RHI is the optimal way of unlocking some of the value of its only asset and, in doing so, provide sufficient capital for the Company to pursue its Investing Policy. Between 3 September 2014 and 11 March 2015 RHM sold, in three separate tranches, a total of 58,018,000 PUCF Shares generating gross cash proceeds of approximately £1.747 million for RHM which is intended to be utilised for implementing the Investing Policy and for general working capital purposes. The value of the Company's holding in PUCF continues not to be reflected in its own share price. As a result the Directors believe that it is in the best interests of Shareholders to seek to monetise part of the holding through the Disposal, with the remaining holding in PUCF to be held within the Group as an investment.
Shareholders should note that, as part of the transaction which was completed on 2 January 2014, Bursa Malaysia placed a moratorium on the sale of shares in PUCF by RHM. As a consequence RHM is restricted in the number of shares in PUCF that it is able to sell over certain time periods. From 1 January 2015 RHM is able to reduce its holding to 289,726,716 PUCF Shares. Following 1 January 2016, RHM will be able to reduce its holding to 144,863,359 PUCF Shares. After 1 January 2017, RHM will be released from any moratorium on the sale of the PUCF Shares. Noting these restrictions and pursuant to the future implementation of the Investing Policy, it is the Directors' intention to continue to seek ways to release the value of RHI's interest in PUCF for the benefit of Shareholders, details of which will be notified by the Company as and when appropriate. That being said, having reduced its interest in PUCF, if the opportunity arose and on terms the Directors considered represented good value, the Company would consider reinvesting in PUCF to maintain a certain percentage interest of voting rights in PUCF if it was deemed to be in the best interests of Shareholders (for example pursuant to a rights issue undertaken by PUCF). For the avoidance of doubt any such further investment would be on the basis that such holding remained significantly below 50% and on the basis that the Company remains classified as an Investing Company under the AIM Rules for Companies.
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