20 Oct 2015 07:42
20 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Securities may not be offered for sale in the United States absent registration or an exemption from registration.
RM2 International S.A.
("RM2" or the "Company")
Results of General Meeting
RM2 (LSE-AIM: RM2) is pleased to announce that at the General Meeting held today all the proposed resolutions in connection with the Placing announced by the Company on 30 September 2015 were duly passed.
In addition, further to the announcement made by the Company on 1 October 2015, Verlinvest S.A. has confirmed that it has obtained the approval of its board to participate in the Placing in full meaning that the total number of Placing Shares to be issued by RM2 is 75,000,000.
The Company has applied to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 21 October 2015.
Following Admission of the Placing Shares to trading on AIM, the total number of issued Ordinary Shares will be 398,030,156. The total number of Ordinary Shares with voting rights will be 397,687,822 and this figure 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 a change to their interest in, the Company.
Upon Admission, the Placing Shares will be issued, credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company.
Contacts
For further details, please contact:
RM2 International S.A. | +44 (0)20 8820 1412 |
John Walsh, Chief Executive Officer Jean-Francois Blouvac, Chief Financial Officer |
Ruari McGirr, Head of Planning and Communication
RBC Capital Markets | +44 (0)20 7653 4000 |
Tristan Lovegrove Pierre Schreuder Ema Jakasovic
|
Citigate Dewe Rogerson | +44 (0)20 7638 9571 |
Simon Rigby Kevin Smith Ellen Wilton |
The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBC or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
RBC, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to in this announcement.
Definitions used in this announcement
Admission | the admission of the Placing Shares to trading on AIM becoming effective (pursuant to Rule 6 of the AIM Rules for Companies); |
AIM | the AIM market of the London Stock Exchange; |
AIM Rules | the rules for AIM companies and their nominated advisers issued by the London Stock Exchange; |
Company or RM2 | RM2 International S.A.; |
FCA | the Financial Conduct Authority; |
General Meeting | the extraordinary general meeting of RM2 that was held at 5 Rue de la Chapelle, Luxembourg, L-1352, Luxembourg at 7 a.m. BST / 8 a.m. CET on 20 October 2015 at which the Shareholder Resolutions were passed; |
London Stock Exchange | the London Stock Exchange plc; |
Ordinary Shares | ordinary shares of US$0.01 each in the capital of RM2; |
Placing | the placing of the Placing Shares on the terms of the announcement made by the Company on 30 September 2015; |
Placing Shares | the 75,000,000 Ordinary Shares to be issued by RM2 pursuant to the Placing; |
RBC | RBC Europe Limited (trading as RBC Capital Markets); |
Securities Act | the US Securities Act of 1933 as amended; |
Shareholders | holders of Ordinary Shares; and |
Shareholder Resolutions | the resolutions to authorise the Company to disapply existing Shareholders' pre-emption rights in relation to the issue of the Placing Shares, which were passed at the General Meeting. |
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