RM2.L Regulatory News (RM2)

1 October 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Securities may not be offered for sale in the United States absent registration or an exemption from registration.

RM2 International S.A.

("RM2" or "the Company")

Conditional Placing - Completion of Bookbuild

RM2 (LSE-AIM: RM2), the vertically-integrated innovator in pallet development, manufacture, supply and management, is today pleased to announce the successful completion of the Bookbuild in respect of the conditional placing of up to 75,000,000 Ordinary Shares (the "Placing Shares") in the Company (the "Placing") as announced on 30 September 2015, raising gross proceeds of up to £30 million. All of the Placing Shares, with an issue price of 40 pence per share (the "Placing Price"), have been conditionally placed with new and existing institutional shareholders and certain Directors. The Placing Shares represent a maximum of approximately 23.2 per cent. of the Company's issued share capital prior to the Placing.

Completion of the Placing is conditional on, inter alia, the passing of the Shareholder Resolutions at the General Meeting.

8,240,000 Placing Shares (representing gross proceeds of approximately £3.3 million and approximately 2.6 per cent. of the issued share capital of the Company prior to the Placing) have been allocated at the Placing Price to Verlinvest S.A. ("Verlinvest"), an existing Substantial Shareholder. In addition to the conditions applying to the Placing generally, Verlinvest's participation in the Placing is subject to Verlinvest obtaining approval from its board of directors, before the date of the General Meeting, for its participation in the Placing. However, there is no certainty that Verlinvest will obtain such board approval and therefore no certainty that Verlinvest will be able to participate in the Placing. If Verlinvest does not participate, the gross proceeds of the Placing would be approximately £26.7 million. If Verlinvest participates in the Placing, following completion of the Placing, Verlinvest will hold 40,558,000 Ordinary Shares, representing approximately 10.2 per cent. of the Enlarged Issued Share Capital.

The Placing Shares will, when issued, be subject to the articles of association of RM2, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares of RM2, including the right to receive all dividends and other distributions declared or paid thereon following Admission. Following Admission, RM2 will have 398,030,156 Ordinary Shares of US$0.01 each in issue (assuming Verlinvest participates in the Placing).

Directors' Participation

Certain Directors have agreed to subscribe for, in aggregate, 5,787,037 Placing Shares at the Placing Price. The disclosable interests of each Director subscribing for Placing Shares are set out below:

*Assuming Verlinvest participates in the Placing.

Substantial Shareholder's Participation

Woodford Investment Management LLP, one of the Company's existing Substantial Shareholders, has subscribed for a total of 39,500,000 Placing Shares, representing approximately 12.2 per cent. of the issued ordinary share capital of the Company prior to the Placing. Following completion of the Placing, Woodford Investment Management LLP will hold 107,504,011 Ordinary Shares, representing approximately 27 per cent. of the Enlarged Issued Share Capital (assuming Verlinvest participates in the Placing).

Related Party Transaction

Woodford Investment Management LLP's participation in the Placing is a related party transaction under Rule 13 of the AIM Rules. The Directors consider, having consulted with the Company's nominated advisor, RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), that the terms of Woodford Investment Management LLP's participation are fair and reasonable insofar as the other Shareholders as a whole are concerned.

Use of Proceeds

As planned, the Company expects to continue to use its cash resources and the proceeds of the Placing to fund the production of pallets, working capital and sales and general administrative costs of the Company.

Extraordinary General Meeting

The Placing remains conditional on, inter alia, Shareholder approval being obtained at the General Meeting which is expected to be held on or around 20 October 2015. A circular, including a notice of the General Meeting, relating to the Placing will be posted to Shareholders later today.

The Directors recommend that you vote in favour of the Shareholder Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting to 39,829,271 Ordinary Shares representing approximately 12.3 per cent. of the existing issued ordinary share capital of the Company.

Application for Admission to AIM

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the passing of the Shareholder Resolutions, it is expected that admission will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares, on or around 21 October 2015.

Chief Executive Officer comment

John Walsh, Chief Executive Officer commented:

"Following our recent announcement regarding production changes and commercial progress the Company has taken the opportunity to strengthen its balance sheet through additional investment from new and existing shareholders. 

We are grateful for the support and commitment of our shareholders and look forward to 2016 being a year of significant deployment of our assets."

Contacts

For further details, please contact:

The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBC or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

RBC, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Bookbuild and the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to in this announcement.

Definitions used in this announcement