29 Nov 2019 07:00
29 November 2019
RM2 International S.A.("RM2" or the "Company")
Issuance and Transfer of Shares, Director Shareholdings, Total Voting Rights
RM2 today announces that, following the approval received at the General Meeting of Shareholders held on 31 July 2019, the second instalment of the Second Tranche Placing has now completed through the issuance of 50,000,000 new Ordinary Shares (the "Fourth Instalment Shares") to Richard Cashin at the Placing Price for $1,000,000. Immediately following issuance of the Fifth Instalment Shares, and prior to the transfers described in the below paragraph, Richard Cashin's holding stands at 205,595,649 Ordinary Shares.
The issuance of any of the Second Tranche Placing Shares is subject to certain conditions precedent, including the Company arranging for $10 million of debt financing prior to 30 September 2019 (the "Debt Condition"), which the Company has not yet finalised. As the Company's discussions with potential lenders have not concluded, Richard Cashin waived the Debt Condition with respect to the subscription of the Fifth Instalment Shares (the "Second Waiver"). Subscription by Richard Cashin for the remaining instalment of the Second Tranche Placing Shares will require the Debt Condition to be waived or otherwise satisfied.
As previously announced, Richard Cashin is expected to be on-selling at the Placing Price (i) 5,000,000 of the Fifth Instalment Shares to The Accommodation Trust (a family vehicle of R. Ian Molson, the Company's Chairman) and (ii) 5,419,646 of the Fourth Instalment Shares to Polygon Global Partners LLP. Upon settlement of these transfers, Richard Cashin's holding will stand at 195,176,003 Ordinary Shares.
The table below sets out the positions of the Company's Significant Shareholders (as defined in the AIM Rules) following the issuance of the Fifth Instalment Shares and upon settlement of the transfers described above, as well as those expected positions following the issue of the remaining instalment of the Second Tranche Placing Shares (assuming the Conditions are waived or met).
Holding of Ordinary Shares* | % of currently issued 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 | 195,176,003 | 67.2% | 234,756,357 | 69.0% |
Polygon Global Partners LLP | 28,615,121 | 9.9% | 34,034,767 | 10.0% |
R. Ian Molson and associated Family Trusts | 27,448,499 | 9.5% | 32,448,499 | 9.5% |
Link Fund Solutions Limited | 20,001,629 | 6.9% | 20,001,629 | 5.9% |
* The figures stated above assume the completion of the transfers to The Accommodation Trust and Polygon Global Partners LLP described herein and that the remaining instalment of the Second Tranche Placing is 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.
Related Party Transaction
Richard Cashin is categorised as a Substantial Shareholder of the Company pursuant to the AIM Rules for Companies ("AIM Rules"). Accordingly, the entering into the Second Waiver with Richard Cashin is classified as a related party transaction pursuant to the AIM Rules.
The Directors of the Company, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, consider that the terms of the Second Waiver are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
Application has been made to the London Stock Exchange for the admission of the 50,000,000 Fifth Instalment Shares to trading on AIM, which is expected to occur at 8.00 a.m. on 4 December 2019. Application for the admission of subsequent instalments of Placing Shares is expected to be made such that admission to trading on AIM will shortly follow the issuance of each instalment of Placing Shares.
The Company also announces that 242,500 unvested restricted Ordinary Shares granted as part of the Company's share-based incentive scheme have been returned to the Company in accordance with the terms thereof due to the end of employment of the grantees with the Company. Consequently, the Company now holds a total of 436,000 treasury shares.
Following the issue of the Fifth Instalment Shares, the Company's issued share capital will be comprised of 290,347,671 Ordinary Shares, of which 436,000 Ordinary Shares are held by the Company as non‐voting treasury stock ("Treasury Shares"). The total number of voting rights in the Company is calculated as the number of outstanding Ordinary Shares less Treasury Shares, which results in a total voting rights figure of 289,911,671. Shareholders may use this figure of 289,911,671 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 and the Company's articles.
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 / Eric Allan |
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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.