Gx Cloudcomp Regulatory News (CLO)

15 Jun 2005 14:08

Charlton Athletic PLC15 June 2005 CHARLTON ATHLETIC PLC15 JUNE 2005 Charlton Athletic PLC - ("the Company") - Placing of New Ordinary Shares The Company is pleased to announce the placing, conditional upon shareholderapproval, of 9,208,333 new ordinary shares ("New Shares") representing 14.35 percent. of the enlarged issued share capital of the Company at a placing price of60p per share ("the Placing"). Irrevocable undertakings to subscribe for NewShares have been entered into by certain directors of the Company, existingshareholders and by a new investor, Derek Chappell, who will be appointed as anon-executive director to the Board of the Company on completion of the Placing. The Placing proceeds of approximately £5.525 million, before expenses, will beused to develop and strengthen the current first team squad at the football cluband for the Company's other working capital requirements. The Placing is conditional upon the passing of ordinary and special resolutionsof the Company at an Extraordinary General Meeting (the "EGM") to increase theauthorised share capital of the Company, to authorise the directors to allot theNew Shares and generally thereafter and also to allot such New Shares andcertain future allotments, without regard to shareholders' statutory pre-emptionrights. A circular is being posted to shareholders today containing notice ofthe EGM to be held at The Valley, Floyd Road, London SE7 8BL at 11.00 am onFriday, 8th July 2005. Further information is contained in the circular and notice of EGM, copies ofwhich are available at the Company's offices at The Valley, Floyd Road, LondonSE7 8BL. The Placing is also conditional on Admission of the New Shares to trading on theAIM market of the London Stock Exchange ("AIM"), ("Admission"). Under the Placing, the following directors of the Company, certain familymembers or pension schemes have irrevocably undertaken to subscribe for1,291,666 New Shares, for a total aggregate amount of £774,999. On Admission ofthe New Shares, the interests of the directors and certain family members forthe purposes of section 324 of the Companies Act 1985 will be as follows: Current number of New Shares Number of ordinary Percentage of ordinary shares subscribed for in shares and New issued share held the Placing Shares held capital owned following the following the Placing PlacingAndrew Murray (son 591,799 404,638 996,437 1.55%of Richard Murray)Hannah Murray 371,305 428,695 800,000 1.25%(daughter ofRichard Murray)Robert Whitehand 6,489,349 250,000 6,739,439 10.50%David Sumners 3,193,185 125,000 3,318,185 5.17%Gideon Franklin and 2,440,130 83,333 2,523,463 3.93%Mioko Franklin Richard Murray and the shareholders that constitute a concert party of Mr Murraywill hold 27.44% in aggregate of the issued share capital following the Placing. Since the aggregate amount of the proceeds of the proposed allotment of NewShares to directors and related parties exceeds 5% of the total aggregate amountof the proceeds of the Placing as a whole, the Placing represents a relatedparty transaction under Rule 13 of the AIM Rules. In the opinion of thedirectors of the Company not taking up shares under the placing ("theIndependent Directors") being Gregory Bone, Michael Grade, Michael Stevens andMartin Simons, having consulted with the Company's Nominated Adviser, Teather &Greenwood Limited ("Teather & Greenwood"), the terms of the Placing and inparticular, the terms of the subscription for the New Shares by the above nameddirectors and their family members under the Placing are fair and reasonableinsofar as the shareholders of the Company are concerned. The Independent Directors unanimously recommend shareholders to vote in favourof the resolutions to be proposed at the EGM. The Board, which controls thevoting rights in respect of 60.5% of the issued ordinary share capital of theCompany (prior to the Placing) intends to vote in favour of the resolutions. Application has been made to the London Stock Exchange for the New Shares to beadmitted to AIM. Dealings in the New Shares are expected to commence on 11 July2005. The New Shares will, when issued, rank pari passu in all respects with theexisting ordinary shares. For further information, contact details are: Charlton Athletic plcRichard Murray, Chairman 0208 333 4000Nigel Capelin, Deputy Chief Executive Teather & Greenwood LimitedJeff Keating 0207 426 9000 END This information is provided by RNS The company news service from the London Stock Exchange