R.e.a.hldgs. Regulatory News (RE.)

14 Feb 2006 12:26

R.E.A.Hldgs PLC14 February 2006 R.E.A. Holdings plc ("REA") Further details of proposed equity issues REA announced on 31 January 2006 that it had decided to seek additional equity capital and that, to this end, two transactions were contemplated: first, a placing of new ordinary shares of 25p each in the capital of REA ("REA ordinary shares") and, second, an open offer of new ordinary shares combined with a further placing of new REA ordinary shares. Formal agreement has now been reached to effect the first of these two contemplated transactions. Pursuant to this agreement, Mirabaud Securities Limited ("Mirabaud"), as agent of REA, has conditionally placed 1,372,000 new ordinary shares (the "first transaction shares") at a placing price of 260p per share to raise approximately £3.6 million (before expenses). The placing of thefirst transaction shares is conditional upon completion of the agreement of 23 January 2006 (the "settlement agreement") made between REA and certain of its subsidiaries and directors of the one part and Mr M E Zukerman and connected parties of the other part for the settlement of the actual and threatened litigation claims between them and for the acquisition by REA of all of the issued shares of its subsidiary, Makassar Investments Limited, not already ownedby it. The issue of the first transaction shares is further conditional upon admission of the first transaction shares to the Official List of the FinancialServices Authority and to trading on the London Stock Exchange's market for listed securities. Applications for such admissions will be made in due course. The first transaction shares will be allotted under authorities and powers granted to the directors of REA by resolution of REA shareholders passed at the annual general meeting of REA held on 15 June 2005. The first transaction shares will rank pari passu with the REA ordinary shares that are already in issue. It is expected that the issue of the first transaction shares will become effective on 22 February 2006. Further consideration has been given to the contemplated second transaction. Itis proposed that REA should seek to raise up to £7.4 million (before expenses)by the issue of up to 2,828,000 new ordinary shares (the "second transactionshares") fully paid at a price of 260p per share. It is proposed that 1,402,043of the second transaction shares be offered for subscription at 260p per shareto holders of existing REA ordinary shares (including the first transactionshares) and warrants on the basis of one second transaction share for every 20existing REA ordinary shares or warrants held at the record date for the openoffer. It is further proposed that, concurrently, Mirabaud, on behalf of REA,will conditionally place 2,413,000 second transaction shares at the price of260p per share. To the extent that the number of second transaction sharesapplied for under the open offer exceeds 415,000, the balance of shares appliedfor will be met by clawback of second transaction shares included in the secondplacing. Implementation of the contemplated second transaction will be dependent uponfinalisation of the proposed arrangements and necessary documentation. Issue ofthe second transaction shares will then be conditional upon necessaryshareholder approvals and admission of the second transaction shares to theOfficial List of the Financial Services Authority and to trading on the LondonStock Exchange's market for listed securities. It is hoped that a circularcontaining full details of the proposed second transaction shares will bedespatched to shareholders within six weeks and that the issue of the secondtransaction shares can then be completed within a further four weeks. Proposed placees of the second transaction shares have confirmed (on a basisthat is not legally binding) their intention to accept placing commitments at260p per share, subject to the intended clawback arrangements, in respect of allthe 2,413,000 second transaction shares that it is proposed be placed. If the open offer proceeds as proposed, Emba Holdings Limited ("Emba") (whichcurrently owns 9,468,781 REA ordinary shares and 41,420 warrants) would beentitled to subscribe pursuant to such open offer an aggregate of 475,510 secondtransaction shares. Emba has informed REA that its current intentions are thatit will take up its entitlements under the proposed open offer to the extent of414,799 second transaction shares (representing substantially all of the 415,000second transaction shares available for subscription under the open offer thathave not been placed subject to clawback) and will not take up the balance ofits entitlements under the open offer. This information is provided by RNS The company news service from the London Stock Exchange