Bradda Head Lithium Regulatory News (BHL)

9 Feb 2006 12:30

4Less Group plc (The)09 February 2006 The 4Less Group Plc Fund Raising by the Company The 4Less Group Plc (the "Company" or "4Less") announces that the Company isproposing to raise a minimum of £1.5 million, before expenses, and has enteredinto an investment agreement (the "Investment Agreement") with Ekwienox FXLimited, a subsidiary of an existing shareholder, Ekwienox Limited(collectively "Ekwienox"). As the first stage, the Company has today raised £450,000 by way of aconvertible loan ("CL") advanced by Ekwienox. The CL is convertible into newOrdinary Shares in the Company at 23p per share on the successful closing of thePlacing. The CL will bear interest at 7% until conversion or repayment. Failinga successful closing of the Placing it will be convertible at Ekwienox's optionat any time up to 1 February 2007 or repayable on 30 days' notice. In addition, the Company is proposing to raise a minimum of an additional£1,050,000 (before expenses) by way of a placing of new ordinary shares at 23pence per share ("the Placing"). The Placing and related subscriptionarrangements will be subject to a waiver of Rule 9 of the City Code on Takeoverand Mergers ("Waiver") and to shareholder approval which is proposed to besought at an EGM in March 2006. The Company's largest shareholder, Mr. CharlesMcLeod, with a holding of 35.9% has irrevocably agreed to vote his shares infavour of the Placing at the EGM. Further details of the Waiver and the Placingwill be provided in the circular anticipated to be sent to shareholders aroundthe end of February 2006 with a view to the Placing being completed on or before31 March 2006. The Company plans to build its position in the United Kingdom as one of theleading providers of services encompassing the arrangement of internationalmortgages, foreign currency transfers, regular payment plans and internationalinsurance. In addition to foreign currency transfers for its retail client base,the Company is planning to expand its business in the corporate sector. The newfunds will be utilised to fund this expansion programme and to install a fullyautomated and integrated dealing and accounting platform to support theanticipated volume growth. Under the Investment Agreement, Ekwienox agreed to advance the Convertible Loanand has conditionally agreed to invest a minimum of £1,050,000 pursuant to thePlacing. If the Placing is completed, the CL will be converted resulting in theissue of 1,956,222 Ordinary Shares which when added to the Shares to be issuedto Ekwienox pursuant to the Placing will give Ekwienox a holding in the Companyof approximately 51% of the enlarged share capital. Subject to completion of thePlacing, Ekwienox will be granted warrants and subscription rights entitling itto increase its holding to 65% on a fully diluted basis (assuming the number ofother shares issued following the Placing is equal to the number of shares thesubject of the Company's current existing warrants and options) by subscribingfor additional shares at 23 pence per share. If the Placing is not completed, the conversion rights under the CL will remainoutstanding and the loan will become repayable on 30 days' notice. Ekwienox Limited is the holding company of a group which provides acomprehensive range of financial products and services, targeting the corporateand end-user market place. With four core competencies: Broking, AssetManagement, Structured Finance and the provision of Specialised IT Services,Ekwienox is a one-stop solutions provider for its clients. Ekwienox willprovide the Company with significant introductions and benefits within thecorporate sector. The Investment Agreement and arrangements thereunder constitute related partytransactions for the purposes of the AIM Rules. The Directors, having consulted with Corporate Synergy Plc, the Company'snominated adviser, consider that the terms of the Investment Agreement(including the terms of the CL and Ekwienox' participation in the Placing andsubscription rights) are fair and reasonable insofar as the Company'sshareholders are concerned. Richard Collier (CEO of The 4Less Group PLC) said: "We welcome the increasedrole of Ekwienox in 4Less and believe that their investment in the Company andour plans for co-operation will provide a major impetus to the development ofour Group". Mohammad Kousha (Group Marketing Director of Ekwienox Limited) added: "Ekwienoxis looking forward to working with the 4Less Group to build a significantpresence in the retail and corporate FX markets in the UK. Working together wewill provide our combined client base with a comprehensive range of services infinancial products and services." Enquiries: Richard Collier The 4Less Group Plc Tel: +44(0) 207 594 0515Olly Cairns Corporate Synergy Plc Tel: +44 (0) 207 448 4400 Mohammad KoushaEkwienox Limited Tel: +44 (0) 207 594 0663 This information is provided by RNS The company news service from the London Stock Exchange