Adm Energy Regulatory News (ADME)

31 Jul 2009 15:10



PAN PACIFIC AGGREGATES PLC

ISSUE OF EQUITY, DIRECTOR DEALING

AND

GRANT OF WARRANTS

The Board of Pan Pacific Aggregates plc (the "Company") announces that it has today issued and allotted 237,777,777 new ordinary shares of 0.1p each ("New Ordinary Shares") (representing approximately 34.6 per cent. of the current issued share capital of the Company) at a price of 0.225p per share (the "Placing Price"), to a director and private investors raising £535,000 (before expenses) pursuant to a placing. The net placing proceeds will be used for additional working capital purposes.

In the placing, KC Investments Limited ("KC Investments") has subscribed for 222,222,222 New Ordinary Shares at the Placing Price. The Company has agreed to pay KC Investments an arrangement fee of £10,000 to be satisfied by the issue of a further 4,444,444 New Ordinary Shares at the Placing Price. In aggregate, therefore, KC Investments will be issued with 226,666,666 New Ordinary Shares (representing approximately 24.4 per cent. of the enlarged issued share capital of the Company, as described below) at the Placing Price.

The New Ordinary Shares are being placed under existing authorities to issue and allot shares.

Application has been made to the London Stock Exchange for the 242,222,221 New Ordinary Shares (representing 237,777,777 New Ordinary Shares pursuant to the placing and 4,444,444 New Ordinary Shares issued to discharge the arrangement fee to KC Investments) to be admitted to trading on AIM and it is expected that dealings will commence on or around 5 August 2009.

DIRECTOR DEALING

In the placing, Euan McAlpine, a director of the Company, has subscribed for 15,555,555 New Ordinary Shares at a price of 0.225p per share. Following this transaction, Mr McAlpine's beneficial interest in the Company is 19,180,555 ordinary shares, representing approximately 2.07 per cent. of the enlarged issued share capital of the Company.

GRANT OF WARRANTS AND RELATED PARTY TRANSACTION

Following the announcements on 14 April 2009, 22 May 2009 and the above placing of 237,777,777 New Ordinary Shares, VSA Capital Limited ("VSA"), a company in which William Voaden, the Managing Director of the Company, is a director and together with his wife holds 100 per cent. of the shares, has today been granted a warrant to subscribe for up to 23,194,444 New Ordinary Shares (representing approximately 3.4 per cent. of the current issued share capital of the Company). The number of warrants granted to VSA represents 5 per cent. of the aggregate numbers of shares placed by VSA since 14 April 2009, and in the case of warrants to subscribe for 11,111,111 New Ordinary Shares at 0.35 pence are conditional upon the above 237,777,777 New Ordinary Shares placed being admitted to trading on AIM. 

The warrants are exercisable at any time in any amounts, as follows:

The closing mid-market price of the Company's shares on 30 July 2009, being the business day prior to the date of grant was 0.35 pence.

There are no performance conditions attached to these warrants and the warrants are assignable.

In addition, VSA earned a commission in the amount of 5 per cent. of the aggregate gross proceeds of the ordinary shares of the Company placed since 14 April 2009. 

The grant of warrants and payment of commission to VSA, a company in which William Voaden, the Managing Director of the Company, is a director and together with his wife holds 100 per cent. of the shares is a Related Party Transaction. 

Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of the Company to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

The Directors (excluding William Voaden) consider, having consulted with Dowgate Capital Advisers Limited, the Company's Nominated Adviser, that the terms of the related party transactions with VSA are fair and reasonable insofar as the Company's shareholders are concerned.

Following this grant of new warrants, warrants over 39,315,941 ordinary shares (representing approximately 5.7 per cent. of the current issued share capital of the Company) and options over 3,000,000 ordinary shares (representing approximately 0.4 per cent. of the current issued share capital of the Company) will be in existence.

Following the placing the enlarged issued share capital of the Company will be 928,976,733 ordinary shares.

William Voaden, Managing Director, Pan Pacific Aggregates plc, commented:

"The additional funds raised today will be used by the Company to meet the costs associated with the re-opening of the Pumptown Quarry and for additional working capital purposes."

For further information please see the Company's web site, www.panagg.com or contact: