24 Jun 2016 12:15
Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful.
Proxama Plc
("Proxama" or the "Company")
Result of Placing
Proxama PLC (AIM: PROX), the leading mobile proximity marketing expert, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").
A total of 666,666,666 New Ordinary Shares of the Company (the "Placing Shares") have been placed by Peel Hunt LLP ("Peel Hunt") at a price of 0.3 per share (the "Placing Price"), representing a 58.6 per cent discount to the closing price on 23 June 2016 (being the day prior to this announcement) with new and existing investors, raising gross proceeds of approximately £2.0 million (approximately £1.9 million net of expenses).
The Placing Shares will represent approximately 64.1 per cent. of the Existing Ordinary Shares and approximately 39.1 per cent. of the enlarged share capital.
John Kennedy, CEO of Proxama, said:
"I would like to thank our existing and new shareholders for the faith they have put in Proxama and look forward to updating shareholders on our progress in the months ahead."
Directors' participation
Directors of the Company have, in aggregate, invested £260,000 of the funds raised in the Placing.
The participation of the Directors of the Company in the Placing is set out in the table below:
Director | Beneficial holding of Ordinary Shares before the Placing | Number of Placing Shares to be purchased | Beneficial holding of Ordinary Shares after the Placing | % of expected enlarged share capital |
Gavin Breeze, Non- Executive Director | 150,006,651 | 66,666,666 | 216,673,317 | 12.7% |
David Bailey, Non-Executive Chairman | 12,824,126 | 20,000,000 | 32,824,126 | 1.9% |
Related Party Transaction
The participation by David Bailey and Gavin Breeze in the Placing constitutes a related party transaction for the purposes of the AIM Rules. John Kennedy, Mike Woods and Shaun Gregory, who are independent directors for the purposes of the Proposals, having consulted with the Company's nominated advisor, Peel Hunt, consider that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.
General Meeting
The Company intends to send a circular to its shareholders shortly to convene a General Meeting of the Company to be held at Taylor Vinters LLP, Tower 42, 33rd Floor, 25 Old Broad Street, London EC2N 1HQ at 2:15 pm on 25 July 2016.
At the General Meeting, resolutions of the Company will be proposed to give the directors of the Company (the "Directors") authority to issue and allot the Placing Shares on a non pre-emptive basis pursuant to the Placing. In order to issue and allot the Placing Shares, resolutions will also be proposed to subdivide the share capital of the Company and amend the Company's articles of association to reflect such subdivision.
In order for the Placing to take place, the Resolution must be passed. If the Resolutions are not passed, it will not be possible for the Placing to take place.
Expected timetable
Posting of circular and proxy form to shareholders | on 27 June 2016 |
Latest time for receipt of Forms of Proxy | 2.15 p.m. on 23 July 2016 |
General Meeting | 2.15 p.m. or as soon as possible after the AGM, on 25 July 2016 |
Record date for the Subdivision | Close of business on 25 July 2016 |
Subdivision effective | 8.00 a.m. on 26 July 2016 |
Admission and commencement of dealings in the New Ordinary expected to commence on AIM | 8.00 a.m. on 26 July 2016 |
CREST accounts expected to be credited | 26 July 2016 |
Definitive share certificates to be dispatched by | 9 August 2016 |
Enquiries:
For further Information:
Proxama PLC John Kennedy, Chief Executive | 020 3668 2888
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Peel Hunt LLP (Nominated Adviser and Broker) Richard Kauffer Euan Brown | 020 7418 8900 |
Novella Tim Robertson Ben Heath | 020 3151 7008
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