23 Dec 2013 11:57
Northacre PLC
("Northacre" or the "Company")
Result of General Meeting and Result of Open Offer
On 5 December 2013, Northacre announced proposals to raise a total of approximately £12.5 million (before expenses) by way of an Open Offer to Qualifying Shareholders for 5,177,968 Open Offer Shares and the acquisition of a new company whose sole asset is cash of approximately £8.4 million, in consideration for the issue to Spadille of 10,433,927 Consideration Shares, subject inter alia to approval by Shareholders at the General Meeting.
The Open Offer closed for acceptances at 11.00 a.m. on 20 December 2013. The Company is pleased to announce that it has received valid acceptances in respect of 4,330,235 Open Offer Shares from Qualifying Shareholders, including applications under the Excess Application Facility. Consequently, pursuant to the terms of the Underwriting Agreement, Spadille have subscribed for the 847,733 remaining Open Offer Shares not taken up by Qualifying Shareholders.
Furthermore, at the General Meeting held today, the Resolution proposed in order to effect the Acquisition was passed and therefore the Acquisition Agreement remains conditional only upon Admission becoming effective.
Application has been made for the Admission to trading on AIM of the Open Offer Shares and Consideration Shares, which is expected to be effective from 8.00 a.m. on 24 December 2013.
The Open Offer Shares and Consideration Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares.
Subsequent to the issue of the Open Offer Shares and Consideration Shares and Admission the Company will have 42,335,538 Ordinary Shares in issue with no Ordinary Shares held in treasury. The above figure of 42,335,538 may be used by shareholders 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 FSA's Disclosure and Transparency Rules.
All defined terms in this announcement shall have the meanings ascribed to them in the announcement of 5 December 2013.
Enquiries:
Northacre PLC Tel: 020 7349 8000
Klas Nilsson (Non-Executive Chairman)
Niccolò Barattieri di San Pietro (Chief Executive Officer)
finnCap Ltd Tel: 020 7220 0500
Stuart Andrews
Henrik Persson