20 Feb 2017 07:00
20 February 2017
RM2 International S.A.
("RM2" or the "Company")
Director / PDMR Shareholding
RM2 (LSE-AIM: RM2), the sustainable composite pallet innovator ("the Company"), today announces that, similar to 2016, its Non-Executive Directors are to receive ordinary shares of US$0.01 each in the Company ("Ordinary Shares") in lieu of cash payment of directors' fees for the 2017 calendar (the "2017 Director Fee Arrangement").
Pursuant to the 2017 Director Fee Arrangement, the Company is to issue in aggregate, 1,315,000 new Ordinary Shares (the "Fee Shares") to the Non-Executive Directors in two equal semi-annual instalments. As detailed below, 657,500 Fee Shares were issued on February 17, 2017 with respect to the first semester of 2017 ("H1 Fee Shares"). Shares with respect to the second semester of 2017 will be issued to the Non-Executive Directors following the Company's Annual General Meeting.
The Directors have agreed that the Fee Shares shall not be sold or voted until the relevant semi-annual period has completed and the volume weighted average market price of the Ordinary Shares has been greater than or equal to 100 pence for a consecutive 30-day period.
The Fee Shares are issued pursuant to the Company's Employee Share Option Plan.
The number of Fee Shares to be issued has been calculated on the basis of the closing mid-market price per Ordinary Share of 27.5 pence on 16 February 2017, being the latest practicable date prior to publication of this announcement, and at an exchange rate of approximately USD/GBP: 0.80.
Separately, 100,000 new Ordinary Shares (the "FdM Shares") have been issued to Frederic de Mevius for directors' fees due following his appointment to the Board of RM2 on July 18, 2016.
Taking into account the issue of the H1 Fee Shares and the FdM Shares, the current shareholdings of the Non-Executive Directors of the Company are as follows:
| No. of H1 Fee Shares / FdM Shares issued | Total number of Ordinary Shares held2 | % of enlarged voting share capital |
R. Ian Molson | 117,500 | 11,392,500 | 2.57% |
Jan Dekker | 90,000 | 2,790,000 | 0.63% |
Charles Duro | 90,000 | 627,500 | 0.14% |
Frederic de Mevius | 190,0001 | 190,000 | 0.04% |
Lord Rose | 90,000 | 1,440,000 | 0.33% |
Amaury de Seze | 90,000 | 1,740,000 | 0.39% |
Paul Walsh | 90,000 | 2,029,091 | 0.46% |
1 Includes the FdM Shares
2 Includes restricted shares held
Related Party Transactions
The 2017 Director Fee Arrangement and the issue of the FdM Shares are deemed to be related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors for the purposes of the 2017 Director Fee Arrangement and the issue of the FdM Shares, being John Walsh and Jean-Francois Blouvac, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the 2017 Director Fee Arrangement and the issue of the FdM Shares are fair and reasonable insofar as the Company's shareholders are concerned.
Admission to trading
Application has been made to the London Stock Exchange for the admission to trading on AIM of the H1 Fee Shares and FdM Shares, which will rank pari passu with the Ordinary Shares, and which is expected to become effective on 24 February 2017 ("Admission").
Following Admission, the Company's issued share capital will be composed of 401,062,656 Ordinary Shares and 42,328,042 Convertible Preferred Shares of US$0.01 each in the capital of the Company, of which 379,334 Ordinary Shares are held by the Company as non-voting treasury stock. The total number of voting rights in the Company is 443,011,364. This figure of 443,011,364 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 change their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
The Ordinary Shares are listed on the AIM Market of the London Stock Exchange.
For further information, please contact:
RM2 International S.A. | +44 (0)20 8820 1412 |
John Walsh, Chief Executive Officer Jean-Francois Blouvac, Chief Financial Officer | |
Strand Hanson Limited (Nominated & Financial Adviser) | +44 (0) 20 7409 3494 |
James Spinney Ritchie Balmer James Bellman
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Zeus Capital Limited (Joint Broker) | +44 (0) 20 3829 5000 |
Giles Balleny Hugh Kingsmill Moore
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RBC Capital Markets (Joint Broker) | +44 (0) 20 7653 4000 |
Tristan LovegroveEma Jakasovic | |
Citigate Dewe Rogerson | +44 (0)20 7638 9571 |
Simon Rigby Rob Newman Ellen Wilton |
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 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