Cake Box Holdi. Regulatory News (CBOX)

17 Apr 2007 16:32

Cashbox PLC17 April 2007 Cashbox plc Proposed Issue of Equity, Notice of EGM and Further re Directorate The Board is pleased to announce a proposal to issue 21,762,618 new ordinaryshares of 1 penny each ("New Ordinary Shares") at 15p per share to raiseapproximately £3.26 million as part of proposals for Cashbox plc ("the Company")to obtain new banking facilities, to repay existing loans and raise additionalworking capital (the "Proposals"). The Company is seeking shareholder approvalto grant the Directors the requisite authority to issue the New Ordinary Sharesand to renew the authorities granted to the Directors under the Companies Act1985 ("the Act") to issue new shares in the Company. The Company will today post a circular to shareholders to explain the reasonsfor the issue of the New Ordinary Shares and to seek shareholders' approval ofthe resolutions to be proposed at an Extraordinary General Meeting ("EGM") on 11May 2007 ("Resolutions"), notice of which is set out in the circular toshareholders. Background to and reasons for the Proposals As a direct result of the difficulties experienced with the current leaseprovider, General Capital Venture Finance Limited ("GCVF"), and as stated in theCompany's interim results for the six months to 31 December 2006 published on 30March 2007, the Board decided to seek alternative financing for the business.The Company has secured loans of £2.8 million as an interim measure, whilediscussions are taking place with Bank of Scotland to provide new lendingfacilities. These discussions are at an advanced stage, credit approval has beenreceived, and the Company is working towards completion in the near future. TheCompany has also secured commitments for additional equity investment of£585,000 from certain directors and other investors. The Company has repaid £130,000 (plus accrued interest) of these loans and isproposing to settle the balance of £2,670,000 (plus accrued interest (althoughone group of lenders, being clients of UK investment bank Fairfax I.S. plc, haswaived its entitlement to accrued interest)) and raise £585,000 of additionalworking capital through the issue of 21,762,618 New Ordinary Shares at 15p pershare to the outstanding lenders and other investors, conditional on approval ofthe Resolutions at the EGM and admission of the New Ordinary Shares to AIM. Partof the new equity is required to satisfy a pre-condition of the proposed newlending facilities that the Company raises at least £2 million in new equitycapital. The new facility is expected to comprise £8 million of debt finance,£500,000 of vehicle finance and a £750,000 overdraft facility. The Company currently has 1,264 ATMs in operation with its customers andcontinues to see strong demand for more ATMs to be installed both with existingcustomers and potential new customers. The Bank of Scotland facilities, togetherwith additional capital that will be made available to the Company on completionof the fundraising, will enable the Company to resolve matters with GCVF andwill enable a faster roll-out of ATMs to meet such demand than would otherwisebe the case and enable the Company to aggressively pursue new sites. As part of the equity issue, the following Directors are investing in thebusiness and will be issued New Ordinary Shares at the same price of 15p pershare as follows (conditional on approval of the Resolutions at the EGM andadmission to AIM of the New Ordinary Shares): New Total shareholding Approx. % of enlarged Ordinary after the issued share capital Shares equity issue after the equity issueAnthony Sharp (via Annenberg Investment Management S.A.) 1,666,666 24,004,666 28.84Ciaran Morton 200,000 200,000 0.24Robin Saunders 676,334 676,334 0.81John Maples 135,184 135,184 0.16David Auger 133,333 133,333 0.16 Admission to AIM The Company will make application for the New Ordinary Shares to be admitted totrading on AIM and admission is expected to take place on 14 May 2007. The NewOrdinary Shares will rank pari passu with the existing ordinary shares of 1penny each in the capital of the Company, including the rights to all dividendsand other distributions declared, paid or made after the date of issue. Extraordinary General Meeting At the Extraordinary General Meeting on 11 May 2007 shareholders will be askedto consider and if thought fit to pass the following resolutions: 1. an ordinary resolution to give the directors authority under section 80 of the Act to allot the 21,762,618 New Ordinary Shares and to allot new ordinary shares of 1 penny each up to an aggregate nominal amount of £415,858, such authority to expire at the conclusion of the next AGM of the Company; and 2. a special resolution to authorise the Directors to allot the New Ordinary Shares, to allot new ordinary shares of 1 penny each up to an aggregate nominal amount of £124,757 and to allot ordinary shares of 1 penny each pursuant to a rights issue, as if Section 89 (1) of the Act did not apply, such authority expiring at the conclusion of the next AGM of the Company. As an explanation of Resolution 2, Section 95 of the Act concerns thedis-application of statutory preemption rights pursuant to Section 89 of theAct. Section 89 of the Act provides that, if the directors wish to issue newsecurities for cash, they must be first be offered to current holders of sharesin proportion to the number of shares they each hold at that time. By Section 95of the Act, shareholders can resolve by special resolution, as proposed above,to dis-apply Section 89 of the Act for a specified nominal amount of shares. Recommendation The Directors consider that the passing of the Resolutions is in the bestinterests of the Company and its shareholders as a whole. Accordingly, the Boardunanimously recommends shareholders to vote in favour of the Resolutions to beproposed at the EGM as they intend to do in respect of their own beneficialholdings of, in aggregate, 25,494,000 Ordinary Shares, representingapproximately 41.5 per cent. of the Company's existing issued share capital. The independent Directors consider, having consulted with Seymour Pierce Limitedas nominated adviser, that the Proposals are fair and reasonable insofar asshareholders are concerned. Further copies of the circular to shareholders and notice of EGM will beavailable from the offices of Seymour Pierce Limited, Bucklersbury House, 3Queen Victoria Street, London EC4N 8EL. Further re Directorate Further to the announcement on 30 March 2007 regarding the appointment ofWilliam Hughes, Mr Hughes was also a director of Medicsight Inc. and TacticaFund plc within the last five years. William Hughes was also a director of MegapLimited when a receiver (Scottish Companies) was appointed on 4 September 1987and net liabilities were estimated at being less than £500,000. William Hugheswas also a director of Caledonian Golf and Leisure Limited until 1 December 1997which later, on 25 September 1998, had a receiver (Scottish Companies)appointed. This information is provided by RNS The company news service from the London Stock Exchange