31 Oct 2019 14:01
31 October 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 first 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, which has now been received by the Company. Immediately following issuance of the Fourth Instalment Shares, and prior to the transfers described in the below paragraph, Richard Cashin's holding stands at 168,527,795 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 continue, by agreement dated 29 October 2019, Richard Cashin waived the Debt Condition with respect to the subscription of the Fourth Instalment Shares (the "Waiver"). Subscription by Richard Cashin for the remaining two instalments of the Second Tranche Placing Shares will require the Debt Condition to be waived or otherwise satisfied by Richard Cashin.
As previously announced, Richard Cashin is expected to be on-selling at the Placing Price (i) 5,000,000 of the Fourth Instalment Shares to The Accommodation Trust (a family vehicle of R. Ian Molson, the Company's Chairman), (ii) 5,419,646 of the Fourth Instalment Shares to Polygon Global Partners LLP and (iii) 2,512,500 Fourth Instalment Shares to Jan Dekker, one of the Company's Directors. Upon settlement of these three transfers, Richard Cashin's holding will stand at 155,595,649 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 Fourth Instalment Shares and upon settlement of the three transfers described above, as well as those expected positions following the issue of the remaining two instalments 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 | 155,595,649 | 64.7% | 234,756,357 | 69.0% |
Polygon Global Partners LLP | 23,195,475 | 9.7% | 34,034,767 | 10.0% |
R. Ian Molson and associated Family Trusts | 22,448,499 | 9.3% | 32,448,499 | 9.5% |
Link Fund Solutions Limited | 20,001,629 | 8.3% | 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 two instalments of 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.
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 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 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 Fourth Instalment Shares to trading on AIM, which is expected to occur at 8.00 a.m. on 6 November 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.
Following the issue of the Fourth Instalment Shares, the Company's issued share capital will be comprised of 240,347,671 Ordinary Shares, of which 193,500 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 240,154,171. Shareholders may use this figure of 240,154,171 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.