RHL.L Regulatory News (RHL)

For immediate release

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Redhall Group plc

("Redhall" or the "Company") 

Result of the Placing, Directors' participation and Related Party Transactions

Further to the accelerated bookbuilding process announced earlier today, Redhall is pleased to announce that it has conditionally raised gross proceeds of £9.535 million through an oversubscribed and scaled back placing (the "Placing") with institutional and other investors of 95,350,000 new Ordinary Shares (the "Placing Shares") at a price of 10 pence per Placing Share (the "Placing Price"). The Placing Price represents a premium of approximately 11.1 per cent. to the Closing Price of 9 pence on 13 June 2017 (the latest practicable date prior to the announcement of the Placing). The Placing Shares will represent approximately 28.6 per cent. of the Enlarged Issued Share Capital on Admission (assuming the issue of the Conversion Shares and no other issuance of new Ordinary Shares prior to Admission).

Downing LLP, Ruffer LLP and Hargreave Hale Limited, which are interested in 14.00 per cent., 12.75 per cent., and 10.84 per cent. of the Existing Ordinary Shares respectively and which are each "substantial shareholders" in the Company as defined in the AIM Rules, have conditionally agreed to subscribe for Placing Shares pursuant to the Placing (the "Substantial Shareholder Participations"). Each of the Substantial Shareholder Participations constitutes a related party transaction for the purposes of the AIM Rules. Phillip Hilling, the Independent Director, having consulted with GCA Altium, the Company's nominated adviser, considers that the terms of Substantial Shareholder Participations are fair and reasonable insofar as Shareholders are concerned.

Certain of the Directors, have also conditionally subscribed for Placing Shares in the Placing as follows:

Completion of the Placing is subject, inter alia, to Shareholder approval, which will be sought at the General Meeting to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP at 11.00 a.m. on 30 June 2017. A circular containing further details of the Placing and the Debt Conversion and including the Notice of General Meeting (the "Circular") is expected to be posted to Shareholders later today and will thereafter be available on the Company's website at www.redhallgroup.co.uk

The Company has received irrevocable undertakings to vote in favour of the Resolutions at the General Meeting from Shareholders who have a beneficial interest in respect of, in aggregate, 132,558,070 Existing Ordinary Shares representing approximately 66.26 per cent. of the Existing Issued Share Capital. This includes irrevocable undertakings to vote in favour of such Resolutions received from Directors holding, in aggregate, 2,280,891 Existing Ordinary Shares representing approximately 1.14 per cent. of the Existing Issued Share Capital.

Application will be made to the London Stock Exchange for admission to trading of the New Ordinary Shares on AIM. It is expected that Admission will take place and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 5 July 2017 (at which time the Placing and the Debt Conversion will become unconditional).

The Placing Shares and the Conversion Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after Admission.

The Placing and the Debt Conversion will provide the working capital required to fund the anticipated growth in manufacturing activities and deliver the Group's growing order book and pipeline and improve the strength of the Group's balance sheet.

Following Admission and the issue of the New Ordinary Shares, and assuming no further issues of Ordinary Shares prior to Admission, the Company will have 332,900,684 Ordinary Shares in issue.

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Redhall's Chief Executive Officer, Phil Brierley, commented: 

"The Placing, along with the Debt Conversion, will provide the Company with the financial flexibility it requires to take advantage of identified growth opportunities. We are pleased to have had such strong demand and I would like to thank both existing shareholders and new investors for their support."

Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Circular.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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