6 Aug 2008 07:08
MARCHPOLE HOLDINGS PLC
("Marchpole", the "Company" or "the Group")
Fundraising to raise £2.5 million
New Board appointments
Circular to Shareholders
The Board of Marchpole is pleased to announce that it has raised a total of £2.5 million before expenses from Atlas Design AB ("Atlas") through the issue and allotment of 1,360,000 new Ordinary Shares (the "Subscription Shares") at a price of 11.5p per share (the "Placing", "Subscription Shares" or "Subscription Price", as appropriate), and the issue of £2,343,600 of 7% Convertible Secured Loan Notes 2011 ("Loan Notes") Loan Notes (together hereinafter referred to as the "Fundraising"). The net proceeds of the Fundraising will be used to fund the growth of the Company and for general working capital purposes.
The Subscription Price is equivalent to the mid-market closing price on Friday 1 August 2008. The Subscription Shares represent approximately 5 per cent. of the Company's issued share capital. In addition, the Company has issued £2,343,600 nominal value in aggregate of Loan Notes to Atlas to raise a further £2,343,600 gross for the Company (together with the Placing, the "Fundraising").
A circular is being sent to Shareholders today (the "Circular") convening a General Meeting of the Company to consider resolutions to enable the conversion of the Loan Notes. Following the passing of the resolutions at the General Meeting, a proportion of the Loan Notes will automatically convert into 1,374,000 new Ordinary Shares at the Subscription Price per share ("Second Tranche Shares"). Under the terms of the Loan Notes, Atlas may convert the remainder of the Loan Notes into such number of new Ordinary Shares ("Conversion Shares") which, when aggregated with the Subscription Shares and the Second Tranche Shares will amount to 29.9 per cent. of the Company's issued share capital from time to time. The Company is seeking Shareholder approval to facilitate the issue of the Second Tranche Shares and the Conversion Shares.
In addition, Atlas board member Peter Wahlberg and Atlas CEO Allan Ladow have today been appointed to the Board of Marchpole as non-executive directors:
Peter Wahlberg was one of the founders and part owners of Datatronic-Victor group an international computer company, and on the executive group of its parent company from 1979-1989 with responsibility for the business development of 23 subsidiaries around the world. Dataronic Victor was a listed company on the Stockholm Stock exchange, and one of the most successful computer companies during that period. Since the group was sold in 1989, Peter has been working as senior advisor on a consultancy basis within the private equity area for companies such as Gotabank, Nordea, IRIS, Skandia and Skandia Liv. Currently, Peter Wahlberg is the Chairman of Atlas Design AB and is also a business partner to the Sixth Pension fund in Sweden. He also jointly owns, with the Sixth Pension Fund part of Atlas Design AB.
Allan Ladow is the grandson of the founder of Atlas Design AB and is the CEO of the Atlas Group. Allan Ladow together with his two brothers and his sister controls the majority of the shares in Atlas Design AB.
There are no matters which require to be disclosed pursuant to paragraph 9.6.13 of the Listing Rules in relation to either Peter Wahlberg or Allan Ladow.
Application has been made to the UK Listing Authority and the London Stock Exchange plc for the Subscription Shares to be admitted to the Official List and to trading on the London Stock Exchange (respectively). It is expected that admission will take place and that trading will commence in the Subscription Shares on 12 August 2008.
The total number of shares in issue and therefore the total number of voting rights following completion of the Placing will be 28,702,912. This figure may be used by Marchpole shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest, or change to the interest in, Marchpole, under the FSA's Disclosure and Transparency Rules.
Michael Morris, Executive Deputy Chairman of Marchpole said "We are delighted to have successfully negotiated this fundraising with Atlas Design. The funds will enable us to pursue opportunities for growth and the investment is an endorsement of our business strategy. We are looking forward to welcoming both Peter and Allan to our Board and benefiting from their combined knowledge and experience in our industry."
For further information please contact:
Marchpole Holdings plc
Michael Morris, Executive Deputy Chairman 020 7908 7777
Bell Pottinger Corporate & Financial
David Rydell / Emma Kent / Amy Rajendran 020 7861 3232
Shore Capital 020 7 408 4090
Pascal Keane
A copy of the Circular will also be submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Documents Disclosure Team
UK Listing Authority
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. (0)20 676 1000
The Circular is also available on www.marchpole.com
Note to Editors:
About Marchpole
Marchpole Holdings plc ("Marchpole") is an international brand management group that designs, produces and sells clothing and accessories for ten globally recognised fashion labels. It operates in all of the world's main markets - UK, mainland Europe, Middle East, Asia and the USA
Its respected brands include Boateng, Emanuel Ungaro, Ungaro Homme, Jean Charles de Castelbajac ("JCC"), Jean Charles de Castelbajac / Rossignol, Jean Charles de Castelbajac/Okaidi, Jean Charles de Castelbajac / New Era, JCDC/Lee Cooper and Homebody and Homemummy
Marchpole is known for its integrated approach to brand management, taking a brand from concept to design studio to the customer interface.
The Group has grown considerably in the past four years, from a licensee with a single core licence to today's international business that manages its brands across a multitude of clothing lines and accessories
Marchpole's acquisition (March 2006) of Moda America - the US licensee for leading designer Emanuel Ungaro - provided further growth opportunities in the UK and America and strengthened the Company's relationship with Ungaro
The acquisition also enabled the Company to launch the Ungaro brand, already established by Marchpole in Europe and Asia, into the US, Canada and South America. The acquisition has also enabled the Company to re-launch JCC into America.
In March 2007 Marchpole acquired 100% of Greenmark Limited, an importer and wholesaler of ladies shoes who currently supply in excess of 2.5 million pairs of shoes per annum.