27 Aug 2019 07:00
27 August 2019
RM2 International S.A.("RM2" or the "Company")
Director Shareholdings, Transfer of Shares by Significant Shareholder
RM2 today announces that it has been advised of the transfer in progress of Ordinary Shares in the Company ("Ordinary Shares") and certain agreements to transfer further Ordinary Shares, as described below, by Richard Cashin, the Company's largest shareholder, to certain directors and to Polygon Global Partners LLP, an existing shareholder in the Company.
As previously announced, following the approval received at the General Meeting of Shareholders held on 31 July 2019, the first instalment of the First Tranche Placing was completed by the issuance of 50,000,000 new Ordinary Shares to Richard Cashin at the Placing Price for $1,000,000. Richard Cashin has subsequently entered into the transactions and agreements described below, resulting in the current and expected future shareholdings described herein. Upon settlement of the various transfers in progress, Richard Cashin's holding will stand at 39,367,087 Ordinary Shares.
The Accommodation Trust (a family vehicle of R. Ian Molson, the Company's Chairman) has agreed to purchase 30,000,000 Ordinary Shares, in aggregate, from Richard Cashin at the Placing Price in six equal monthly instalments of 5,000,000 Ordinary Shares, with the final three instalment purchases being subject to the Conditions. The transfer of the first instalment of 5,000,000 shares from Richard Cashin to the Accommodation Trust is now in progress. Following that settlement, the Accommodation Trust's holding in the Company will stand at 7,448,500 Ordinary Shares.
Jan Dekker, a non-executive director of the Company, has agreed to purchase 5,025,000 Ordinary Shares, in aggregate, from Richard Cashin at the Placing Price in two equal tranches. The transfer of the first tranche of 2,512,500 Ordinary Shares to Jan Dekker is now in progress. The purchase of the second tranche of 2,512,500 Ordinary Shares is expected to occur within one week following September 30, 2019 and is subject to the Conditions. Following that settlement, Jan Dekker's current holding in the Company will stand at 2,656,550 Ordinary Shares.
Charles Duro, a non-executive director of the Company, has purchased 2,500,000 shares from Richard Cashin at the Placing Price. Following that settlement, Charles Duro's holding in the Company will stand at 2,660,242 Ordinary Shares.
Polygon Global Partners LLP has agreed to purchase 32,517,876 Ordinary Shares, in aggregate, from Richard Cashin at the Placing Price in six equal monthly instalments of 5,419,646 Ordinary Shares, with the final three instalment purchases being subject to the Conditions. The transfer of the first instalment of 5,419,646 from Richard Cashin to Polygon Global Partners LLP is in progress. Following that settlement, Polygon Global Partners LLP's holding in the Company will stand at 6,936,537 Ordinary Shares.
The table below sets out the positions of the Company's Significant Shareholders (as defined in the AIM Rules) upon settlement of the various transfers in progress and those expected positions following the issue of the First Tranche Placing Shares and the Second Tranche Placing Shares (assuming the Conditions are met), taking into account the share transfers described herein.
A further announcement will be made as and when the Company receives confirmation that the transfers have been completed.
Holding of Ordinary Shares* | % of currently issued share capital* | Holding of Ordinary Shares after admission of First Tranche Placing Shares* | % of First Tranche Enlarged Share Capital* | Holding of Ordinary Shares after admission of Second Tranche Placing Shares* | Holding of Ordinary Shares after admission of Second Tranche Placing Shares* | |
Richard Cashin | 39,367,087 | 43.6% | 118,527,795 | 62.3% | 234,756,357 | 69.0% |
Woodford Investment Management, LLP, acting on behalf of funds under its management | 23,720,250 | 26.3% | 23,720,250 | 12.5% | 23,720,250 | 7.0% |
Polygon Global Partners LLP | 6,936,537 | 7.7% | 17,775,829 | 9.3% | 34,034,767 | 10.0% |
R. Ian Molson and associated Family Trusts | 7,448,499 | 8.2% | 17,448,499 | 9.2% | 32,448,499 | 9.5% |
* The figures stated above assume of the various transfers in progress and that both the First Tranche Placing and the Second Tranche Placing are completed and that there are no other changes to the Company's issued share capital between today's date and the completion of the Second Tranche Placing.
Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Company's RNS issued on 22 July 2019.
For further information:
RM2 International S.A. | +352 2744 9653 |
Kevin Mazula, Chief Executive Officer Jean-Francois Blouvac, Chief Financial Officer |
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Strand Hanson Limited (Nominated & Financial Adviser and Broker) | +44 (0) 20 7409 3494 |
James Spinney / Ritchie Balmer / James Bellman |
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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes to Editors
RM2 International S.A. specialises in smart pallet development, manufacture, supply and management to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. It is quoted on the AIM market of the London Stock Exchange under the symbol RM2.L. For further information, please visit www.rm2.com.