30 Mar 2011 09:39
FIRST ARTIST CORPORATION PLC
("First Artist" or the "Company")
Placing
Conversion of Unsecured Loan
Related Party Transaction
Issue of Equity
Total Voting Rights
First Artist Corporation plc (AIM: FAN) is pleased to announce that it has placed a total of 8,700,000 new ordinary of 2.5 pence each (the "Placing Shares") at a price of 23 pence per share (the "Placing Price") to raise £2 million before expenses (the "Placing"). The Placing is conditional upon admission of the Placing Shares to trading on AIM.
The net proceeds from the Placing, representing new and existing investors from the UK, led by London-based entrepreneur Nigel Wray, will be used to reduce debt and for working capital. This is part of the Company's strategy to de-leverage the Group and enable the Board to continue re-positioning the Group's businesses.
Pivot Entertainment LLC ("Pivot") has agreed to capitalize the unsecured loan that it made available to the Group as set out in the announcement of 08 December 2010 ("the Loan"). The Company has taken the decision to convert the debt (consisting of £1,480,323 in principal and interest) into 7,401,615 ordinary shares of the Company ("the Conversion Shares") at a conversion price of 20 pence per share ("the Conversion Price"). The Directors believe that the Conversion Price reflects the early stage investment made by Pivot as well as reducing the indebtedness of the Group.
As Pivot is a significant shareholder in the Company, the conversion of the Loan into new ordinary shares by Pivot is a related party transaction under the AIM Rules. The Directors (less Mr. Barbera and Mr. Stoller) consider, having consulted with its Nominated Adviser, Seymour Pierce, that the terms of the Transaction are fair and reasonable insofar as the shareholders are concerned.
As previously stated in the announcement made on 8 December 2010, the Company expressed its intention to replace the existing bank facility with a new revolving credit facility. The Company is presently arranging for a new bank facility with Allied Irish Bank (AIB) which based upon recent repayments of certain amounts of debt, will provide the Company with much more favorable interest rates and terms.
An announcement will be made at the appropriate time if there is any further change in the financial condition of the Group.
Application has been made for the admission ('Admission') of the Placing Shares and Conversion Shares to trading on the AIM market of the London Stock Exchange. It is expected that Admission will become effective and that dealings will commence on 03 April 2011. Upon issue, the Placing Shares and Conversion Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.
Following the Placing and the conversion of the Loan, the total number of shares in issue is 65,957,718. There are no shares held in treasury. The total number of voting rights in the Company is therefore 65,957,718.
The above figure of 65,957,718 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 Disclosure and Transparency Rules.
Commenting on today's announcement, Jeremy Barbera, Chief Executive of First Artist, said:
"During February and March we have successfully raised £4 million in equity, principally to reduce bank debt, and strengthen our balance sheet. We are very grateful to Nigel Wray as well as all our other shareholders for the strong vote of confidence in our ability to re-position First Artist as a leading transatlantic media and entertainment business."
Enquiries:
First Artist Corporation Plc
Jeremy Barbera/David Stoller/ Shirley Stapleton Tel: +44 20 79930000
Seymour Pierce Limited
Stewart Dickson /Tom Sheldon (Corporate Finance) Tel: +44 20 71078000
Katie Ratner (Corporate Broking)
Bishopsgate Communications Limited
Duncan McCormick Tel: +44 20 75623350