12 Dec 2014 15:25
12 December 2014
GLI Finance Limited ("GLI Finance" or "the Company")
Result of General Meeting, Acquisition of Sancus Limited and Sancus (Guernsey) Limited and Issue of Equity
Further to the announcement on 17 November 2014, the board of GLI Finance announces that at the Extraordinary General Meeting held earlier today, the special resolution to approve the adoption of the New Articles in connection with the creation of a new class of ZDP Shares and attached rights was duly passed.
Legal completion of the Acquisition is expected to take place on or around 16 December 2014, at which point the Company will, as consideration for the Acquisition, issue 31,415,930 ordinary shares of no par value in the capital of the Company ("Ordinary Shares") to Sancus Holdings Limited.
Issue of equity
The Board also confirms that the Company has today issued a further 130,289 new Ordinary Shares as a scrip dividend alternative to receiving a cash dividend in respect of the dividend for the third quarter notified on 13 October 2014. Further details of the scrip dividend are as set out below:
Dividend period: | 1 July 2014 to 30 September 2014 |
Dividend amount per share: | 1.25 pence |
Scrip dividend price per share: | 56.95 pence |
Payment date/allotment of scrip: | 18 December 2014 |
The Board has also today issued, in aggregate, 389,938 new Ordinary Shares to certain of the Company's directors in accordance with the GLI Finance executive bonus scheme ("Scheme") as follows:
Director | No. shares issued pursuant to the Scheme | Issue price (p) | Total no. shares held following issue | Percentage held of the Company's enlarged issued ordinary share capital |
Geoffrey Miller, Chief Executive Officer
| 350,944 | 58.35 | 1,994,765 | 1.15% |
Emma Stubbs, Chief Financial Officer
| 38,994 | 58.35 | 58,994 | 0.03% |
Admission
Application will therefore be made for 31,936,157 new Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange, which is expected to occur on or around 18 December 2014. The new Ordinary Shares rank pari passu in all respects with the existing Ordinary Shares in issue, other than the new Ordinary Shares issued to Sancus Holdings Limited will not be entitled to the dividend otherwise payable on the Ordinary Shares in respect of the period ending 31 December 2014.
On admission, the Company's enlarged issued ordinary share capital will consist of 172,960,021 Ordinary Shares. All of these Ordinary Shares carry voting rights of one vote per Ordinary Share. There are no Ordinary Shares held in treasury and so the total number of voting rights in the Company following admission will be 172,960,021. The above figures should be used by shareholders following admission 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 Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
For further details, please contact:
GLI Finance Limited
Geoffrey Miller
+1 203 916 0003
+44 7408 830719
Panmure Gordon
Dominic Morley
+44 (0)20 7886 2500
Joanne Lake
+44 (0)113 357 1150
Camarco
Ed Gascoigne-Pees
+44 (0)203 757 4984
+44 (0)788 400 1949
Unless otherwise stated, capitalised terms in this announcement have the same meanings as defined in the circular sent to shareholders on 17 November 2014, a copy of which is also available on the Company's website at http://www.glifund.com/investor-relations/shareholder-circulars/2014.aspx. A copy of the New Articles, as amended for the rights attaching to the ZDP Shares, will also shortly be made available on the Company's website www.glifinance.com.