RM2.L Regulatory News (RM2)

31 July 2019

RM2 International S.A.("RM2" or the "Company")

Result of EGM, Placing proceeding and TVR

RM2 (LSE-AIM: RM2), the sustainable smart pallet innovator, confirms that the Resolutions relating to the Placing put to Shareholders at the Company's Extraordinary General Meeting of Shareholders held today were all duly passed.

As a result, the Company will proceed with the Placing.  Subject to satisfaction of the Conditions, the Placing will result in the share capital of the Company being increased in stages to 340,347,671 Ordinary Shares in exchange for the staged inflow of US$6 million in new funding from Richard Cashin, the holder of 11.9 per cent. of the Company's currently issued share capital.

As set out in the Circular, the Placing will occur in two tranches, consisting of US$3 million each. Each tranche is subdivided into three monthly instalments of US$1 million in exchange for the issue of 50,000,000 new Ordinary Shares. The first instalment of US$1 million of the First Tranche Placing has been received today, and accordingly the first instalment of 50,000,000 new Ordinary Shares of the First Tranche Placing Shares (the "First Instalment Shares") have been issued to Richard Cashin. Following the issue of the First Instalment Shares, Richard Cashin's shareholding in the Company has increased to 60.7 per cent. of the then enlarged share capital. 

As set out in the Circular, completion of the First Tranche Placing is now unconditional and it is expected that the second and third instalments of the First Tranche Placing Shares will be issued on or about 31 August 2019 and 30 September 2019, respectively. Subject to satisfaction of the Conditions, the Second Tranche Placing Shares would be issued in three monthly instalments on or about 31 October 2019, 29 November 2019 and 30 December 2019.

Total Voting Rights

Application has been made to the London Stock Exchange for the admission of the 50,000,000 new Ordinary Shares to be issued (pursuant to the issue of the First Instalment Shares) to trading on AIM, which is expected to occur at 8.00 a.m. on 1 August 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 First Instalment Shares, the Company's issued share capital will be comprised of 90,347,671 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 and the Ordinary Shares not able to be voted on due to restrictions applicable to certain holders as specified in the Company's Articles of Association, which results in a total voting rights figure of 87,192,888. Shareholders may use this figure of 87,192,888 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.

Continued suspension from trading

As announced on 1 July 2019, as the Company and its auditors were unable to finalise the audit of the Company's annual consolidated financial statements for the year ended 31 December 2018 (the "2018 AFS") and publish them prior to 30 June 2019, as required by Rule 19 of the AIM Rules for Companies, dealings in the Company's ordinary shares were temporarily suspended from trading on AIM with effect from 7.30 a.m. on Monday 1 July 2019. The Company's Ordinary Shares will remain suspended from trading until such time as the 2018 AFS have been published in compliance with AIM Rule 19, which the Company hopes it will be in a position to during Q3 2019, following the completion of the debt financing (if secured) as set out in the Circular (and as referenced to in the Company's announcement on 23 July 2019).

Unless otherwise defined, capitalised terms used in this announcement are as defined in the Company's announcement dated 23 July 2019.

For further information:

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