7 Mar 2016 07:00
For immediate release
7 March 2016
General Industries PLC
("General Industries" or the "Company")
Issue of Equity and TVR
General Industries, a company formed to acquire and operate growing businesses in the services sector, is pleased to announce that it has today satisfied the deferred consideration due in respect of the acquisition of Murja Limited, details of which were contained in the announcement published on 14 December 2015 (the "Murja RNS"). In accordance with the Murja share purchase agreement (the "Agreement"), the Company has issued and allotted a further 316,344 ordinary shares to each of Richard Murphy and Christopher Jack (the "Sellers") (the "Deferred Consideration Shares").
In light of the placing described below, the Board has agreed that the Deferred Consideration Shares will be issued at the same price as the placing shares, namely 43.65p each, with a balance of £9,015.84 to be paid to each Seller in cash to take account of the difference between the price originally provided in the Agreement and the placing price referred to below. As referred in the Murja RNS, subject to limited exceptions, all consideration shares issued to the Sellers pursuant to the acquisition are subject to restrictions whereby they cannot be transferred or disposed of (without the prior written consent of the Board and Beaumont Cornish Limited) until 11th December 2016 (and, for a further calendar year thereafter, the consideration shares must only be transferred or disposed of in accordance with orderly marketing arrangements). It has been now agreed that, subject to limited exceptions, the Deferred Consideration Shares will be subject to lock-in whereby they cannot be transferred or disposed of (without the prior written consent of the Board of General Industries) until 11th March 2018. A deed of variation has been signed by the Company and each Seller to reflect the revised deferred consideration described above.
In addition, the Board has received notice to exercise an option from a previous director of the Company to subscribe for 206,000 ordinary shares at a price of 10p per ordinary share. The notice was accepted as valid and having received funds of £20,600, the Company has accordingly issued and allotted 206,000 ordinary shares (the "Option Shares").
The Company also took the opportunity to effect a small placing of 150,000 new ordinary shares of 5p each to some employees of its wholly-owned subsidiary, Altair Consultancy and Advisory Services Limited, and other private investors at a placing price of 43.65p per share (the "Placing Shares") raising £65,475. The Company welcomes extending employees' participation.
The placing and the exercise of option provide additional working capital and ensure that the Company maintains sufficient shares in public hands.
Applications are being made to the UK Listing Authority and the London Stock Exchange for a total of 988,688 new ordinary shares comprising; the Placing Shares, Option Shares and Deferred Consideration Shares, to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). It is expected that Admission will become effective on or around 11 March 2016.
Following the issue of the Placing Shares, Option Shares and Deferred Consideration Shares, which on Admission will rank pari passu with the existing ordinary shares in issue, the total number of Ordinary Shares in issue with voting rights in the Company is 32,608,688. There are no shares held in treasury.
The above figure of 32,608,688 may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
For further information please visit www.general-industries.co.uk or contact:
General Industries plc
Derek Joseph, Group Finance Director
Tel: 020 7934 0175
Beaumont Cornish Limited, Financial Adviser
Roland Cornish
Tel: 020 7628 3396