TTR.L Regulatory News (TTR)

13 Mar 2007 07:02

32Red Plc13 March 2007 32Red Plc ("32Red" or "the Company") Financing restructure The Company is pleased to announce that it has successfully renegotiated itsbanking facility with RBS and has entered into a revised loan facility with themfor £3.5m (the "New Facility"). The Company is pleased to maintain aconstructive relationship with RBS and believe that its revised gearing forms asound financial platform for the upcoming phase in the Company's development. The Company also announces that it proposes to raise £3m, before expenses, byway of a placing with institutional and other investors (the "Placing"). Theinstitutional part of the placing has been fully underwritten by NumisSecurities Limited ("Numis"). The New Facility is conditional on shareholder approval being given for thePlacing at the Company's Annual General Meeting to be held on 10 April 2007 (the"AGM") and, as is normal for such facilities, contains various covenants,including EBITDA, gross win and cash headroom to enable RBS to monitor the NewFacility. RBS will also be receiving a warrant to subscribe for 583,333 ordinaryshares in the Company at £0.01 per share, in lieu of receiving banking feesassociated with the New Facility. The Placing involves the issue of up to 12 million new Ordinary Shares at 25pence per Ordinary Share. Numis, as agent for the Company, has agreedconditionally to use its reasonable endeavours to procure subscribers for thePlacing shares and failing which to subscribe itself for the Placing sharesplaced with institutional investors (which represents approximately 67% of thePlacing) pursuant to the terms of the Placing Agreement. The Placing isconditional upon shareholder approval at the AGM. The Placing shares willrepresent 17.43 per cent. of the Company's enlarged issued share capital. Certain of the directors, founding shareholders and their connected parties haveagreed to subscribe for shares under the Placing as set out below: Name Subscription amount (£'s) No. of new ordinary shares Existing ordinary shares Total ordinary shares post placingDavid Fish 250,000 1,000,000 8,000,000 9,000,000Ed Ware 200,000 800,000* 17,100,000* 17,900,000Bruno Callaghan 200,000 800,000 None 800,000Jon Hale 100,000 400,000 None 400,000Lauro Property Developments ltd 200,000 800,000 2,000,000 2,800,000 *(held in Rawdon Trust) Due to the size of some of the amounts that the directors are subscribingrelative to the entire Placing, the subscriptions by Ed Ware, David Fish, BrunoCallaghan and Lauro Properties are considered to be related party transactionsfor the purposes of the AIM Rules. As a result, the Directors (with theexception of each of the directors involved in the related party transaction)consider, having consulted with Numis, that the terms of the transaction arefair and reasonable insofar as its shareholders are concerned. Commenting on the refinancing Ed Ware, Chief Executive Officer, said: "We are pleased that we have been able to successfully re-negotiate our bankingfacilities. With this completed and the recent new appointments of MartinSaunders and Jon Hale to the management team, we look forward to delivering onour plans to integrate the BetDirect business that we outlined at the time ofthe acquisition." Enquiries: 13 March 2007 32Red plc Tel: +350 49 396Ed Ware, CEOJon Hale, Finance Director Numis Tel: 020 7776 1500Chris WilkinsonNick Westlake College Hill Tel: 020 7457 2020Matthew SmallwoodJamie Ramsay This information is provided by RNS The company news service from the London Stock Exchange