Last checked at 27 Jul 2017 14:00
Fiske plc
Placing commitments received for 2,585,000 new Fiske Shares at 50 pence each and transaction with related parties
Circular posted convening a general meeting
Further to the announcement released earlier today regarding the proposed acquisition of Fieldings Investment Management Limited and the placing of 2,585,000 new ordinary shares of 25p each ("New Fiske Shares"), the Board of Fiske is pleased to announce that it has now received signed commitments for the whole of the Placing.
160,000 Placing Shares are to be subscribed by Directors in Fiske at the Placing Price on the same terms as other placees.
Shareholder | Number of Existing Fiske Shares held | % Holding in Fiske | Number of Placing Shares | Number of Fiske Shares held following Completion | % Holding in Fiske following Completion |
James Harrison | 7,000 | 0.08% | 140,000 | 147,000 | 1.27% |
Martin Perrin | 15,000 | 0.18% | 20,000 | 35,000 | 0.30% |
James Harrison and Martin Perrin are directors of Fiske.
In addition to the shareholding shown above, James Harrison has a beneficial interest in LongSand Limited, a company he controls, which holds 2,133,802 Existing Fiske Shares. Following the Acquisition and Placing, James Harrison will have an aggregate beneficial interest (including shares held by LongSand Limited) in 2,280,802 Fiske Shares representing 19.73% of Fiske's enlarged issued share capital. James Harrison has procured financing on commercial terms in order to participate in the purchase of 140,000 shares in the Placing. Craven Hill Investments Limited, a shareholder in the Company, is connected to the entity providing the financing.
The participation of James Harrison and Martin Perrin in the Placing falls to be treated as a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors consider, having consulted with the Company's nominated adviser, Grant Thornton, that the terms of the Directors' participation in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.
Application will be made to the London Stock Exchange for the new Fiske Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on or around 17 August 2017.
The Placing and Acquisition are conditional, among other things, upon Admission becoming effective. Following Admission, the issued share capital of the Company will comprise 11,560,205 Fiske Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 11,560,205. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
A circular has been posted to shareholders containing notice of a general meeting to be held at 12.30 p.m. on 14 August 2017 to consider resolutions to grant powers of allotment and disapply statutory pre-emption rights. A copy of the circular, which includes the full text of the resolutions and explanatory text is available at http://www.fiskeplc.com/producthome/Investor_Relations
For further information please contact:
James Harrison, Chief Executive of Fiske (Tel: 020 7448 4700)
Salmaan Khawaja / Harrison Clarke / Richard Tonthat
Grant Thornton UK LLP (Nominated Adviser) (Tel: 020 7383 5100)