31 Dec 2019 11:00
31 December 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 third and final instalment of the Second Tranche Placing has now completed through the issuance of 50,000,000 new Ordinary Shares (the "Sixth Instalment Shares") to Richard Cashin at the Placing Price for $1,000,000. Immediately following issuance of the Sixth Instalment Shares, and prior to the transfers described in the below paragraph, Richard Cashin's shareholding stands at 245,176,003 Ordinary Shares.
The issuance of any of the Second Tranche Placing Shares was 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 Sixth Instalment Shares (the "Third Waiver").
As previously announced, Richard Cashin is expected to be on-selling at the Placing Price (i) 5,000,000 of the Sixth Instalment Shares to The Accommodation Trust (a family vehicle of R. Ian Molson, the Company's Chairman) and (ii) 5,419,646 of the Sixth Instalment Shares to Polygon Global Partners LLP. In addition, 2,512,500 Ordinary Shares previously transferred by Richard Cashin to RM2 Director Jan Dekker at the Placing Price have been transferred back to Richard Cashin at the Placing Price. Upon settlement of these transfers, Richard Cashin's holding will stand at 237,268,857 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 Sixth Instalment Shares and upon settlement of the transfers described above.
Holding of Ordinary Shares after admission of Second Tranche Placing Shares* | % holding of Ordinary Shares after admission of Second Tranche Placing Shares* | |||
Richard Cashin | 237,268,857 | 69.7% | ||
Polygon Global Partners LLP | 34,034,767 | 10.0% | ||
R. Ian Molson and associated Family Trusts | 32,448,499 | 9.5% | ||
Link Fund Solutions Limited | 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.
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 Third 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 Third 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 Sixth Instalment Shares to trading on AIM, which is expected to occur at 8.00 a.m. on 7 January 2020.
The Company also announces that 18,000 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 454,000 treasury shares.
Following the issue of the Sixth Instalment Shares, the Company's issued share capital will be comprised of 340,347,671 Ordinary Shares, of which 454,000 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 339,893,671. Shareholders may use this figure of 339,893,671as 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.
Cancellation from Trading on AIM
As announced on 18 December 2019, the Company called an Extraordinary General Meeting for January 15, 2020 to vote on the cancellation of the admission of its Ordinary Shares from trading on AIM (the "Cancellation"). As Both Richard Cashin and the Company's directors are expected to vote in favour of the Cancellation, it is expected that the Cancellation will be approved and will take effect at 7.00 a.m. GMT on Monday 20 January 2020. Until such point, the Ordinary Shares will remain admitted to trading on AIM, albeit trading is currently suspended.
Once the Cancellation has taken place, there will no longer be a formal market mechanism for Shareholders to trade in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. Subject to the Company continuing as a going concern in early Q1 2020, the Company will endeavour to set up a facility to provide Shareholders with a platform to buy and sell their Ordinary Shares 'off market' although this will be more difficult than trading 'on market'. Absent an off market sale, the only other opportunity for Shareholders to sell their Ordinary Shares would arise upon a sale of all of the issued share capital of the Company to a third party. It may therefore be more difficult for Shareholders to realise value from their Ordinary Shares than when the Company had its Ordinary Shares admitted to trading on AIM admission and, where a buyer is identified, it will be difficult to place a fair value on any such sale.
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.