29 Jan 2018 07:00
29 January 2018
AIM: FISH
Fishing Republic plc
("Fishing Republic" or the "Company")
Placing to raise £1.3 million
Fishing Republic, the fishing tackle retailer, is pleased to announce that it has raised £1.3 million (gross) through a placing of 13,000,000 new ordinary shares of 1p each ("Ordinary Shares") at a price of 10p per placing share (the "Placing Shares") to new and existing shareholders (the "Placing"), including directors.
The net proceeds of the Placing will be used to further advance and develop the Company's e-commerce operations, logistics and merchandising activities following the recent review of operations. It will also be used to provide additional working capital to accelerate the rate of growth of online sales.
James Newman, the Company's Executive Chairman, and Iain McDonald, a Non-Executive Director of the Company, have subscribed for 50,000 and 600,000 Placing Shares respectively. On completion of the Placing, Mr Newman will hold 211,906 Ordinary Shares and Mr McDonald will hold 950,000 Ordinary Shares, representing, respectively, 0.4 and 1.8 per cent. of the Company's enlarged share capital immediately following Admission.
In addition, the Company announces that it has issued 1,000,000 Ordinary Shares at the Placing price as part of the payment for consultancy services provided in relation to the recent review of the business and operations (the "Consultancy Shares"), which was recently completed as announced on 11 January 2018.
Related Party Transactions
The aggregate participation in the Placing by Directors, James Newman and Iain McDonald, and by The Miton UK MicroCap Trust plc ("Miton"), an existing substantial shareholder, which is subscribing for 1,098,500 Placing Shares, are deemed to be related party transactions pursuant to Rule 13 of the AIM Rules. Immediately following Admission, Miton will hold 5,411,733 Ordinary Shares, representing 10.4 per cent. of the enlarged share capital of the Company.
Having consulted with the Company's Nominated Adviser, the independent Directors, being Steve Gross, Russell Holmes and Ed McDermott, consider that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.
Details of the Placing and Total Voting Rights
The Placing Shares and the Consultancy Shares will rank pari passu with the existing ordinary shares, and an application has been made to the London Stock Exchange for admission of the Placing Shares and the Consultancy Shares to trading on AIM ("Admission"). The Placing is conditional, inter alia, on Admission, and dealings in the Placing Shares and the Consultancy Shares are expected to commence at 8.00 a.m. on 1 February 2018.
Immediately following Admission, the Company's issued share capital will consist of 51,856,199 Ordinary Shares with each share carrying the right to one vote. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company confirms that, immediately following Admission, the total number of voting rights in the Company will be 51,856,199.
James Newman, Chairman of Fishing Republic, said:
"I am delighted to announce our successful fundraising of £1.3m before expenses, which has been supported by both existing investors, including Miton, and Directors, and a number of new shareholders.
"The proceeds of this Placing will be used to implement our operational improvement plan under the new management team and provide us with the working capital needed to expand our online sales offering and distribution facilities.''
This announcement contains inside information for the purposes of Article 7 of the EU Market Abuse Regulation 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the proposed fundraise with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Enquiries:
Fishing Republic plc James Newman, Executive Chairman |
| T: 020 3178 6378 (today)
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KTZ Communications Limited |
| T: 020 3178 6378 |
Katie Tzouliadis, Irene Bermont-Penn, Emma Pearson |
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Northland Capital Partners Limited |
| T: 020 3861 6625 |
Nominated Adviser and Broker |
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Matthew Johnson, David Hignell (Corporate Finance) |
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John Howes (Corporate Broking) |
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The information below, set out in accordance with the requirements of the MAR, provides further detail.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||
a) | Name | James Newman | ||||||||||
2 | Reason for the notification | |||||||||||
a) | Position/status | Executive Chairman | ||||||||||
b) | Initial notification/ Amendment | Initial Notification | ||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||
a) | Name | Fishing Republic plc | ||||||||||
b) | LEI | 213800MEU3P9317FQZ07 | ||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB00BY7RY763 | ||||||||||
b) | Nature of the transaction | Acquisition of shares | ||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
As above
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e) | Date of the transaction | 29 January 2018 | ||||||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||
a) | Name | Iain McDonald | ||||||||||
2 | Reason for the notification | |||||||||||
a) | Position/status | Non-Executive Director | ||||||||||
b) | Initial notification/ Amendment | Initial Notification | ||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||
a) | Name | Fishing Republic plc | ||||||||||
b) | LEI | 213800MEU3P9317FQZ07 | ||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB00BY7RY763 | ||||||||||
b) | Nature of the transaction | Acquisition of shares | ||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
As above
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e) | Date of the transaction | 29 January 2018 | ||||||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||||||