Issue of Equity

4Less Group plc (The) 09 February 2006 The 4Less Group Plc Fund Raising by the Company The 4Less Group Plc (the 'Company' or '4Less') announces that the Company is proposing to raise a minimum of £1.5 million, before expenses, and has entered into an investment agreement (the 'Investment Agreement') with Ekwienox FX Limited, a subsidiary of an existing shareholder, Ekwienox Limited (collectively 'Ekwienox'). As the first stage, the Company has today raised £450,000 by way of a convertible loan ('CL') advanced by Ekwienox. The CL is convertible into new Ordinary Shares in the Company at 23p per share on the successful closing of the Placing. The CL will bear interest at 7% until conversion or repayment. Failing a successful closing of the Placing it will be convertible at Ekwienox's option at any time up to 1 February 2007 or repayable on 30 days' notice. In addition, the Company is proposing to raise a minimum of an additional £1,050,000 (before expenses) by way of a placing of new ordinary shares at 23 pence per share ('the Placing'). The Placing and related subscription arrangements will be subject to a waiver of Rule 9 of the City Code on Takeover and Mergers ('Waiver') and to shareholder approval which is proposed to be sought at an EGM in March 2006. The Company's largest shareholder, Mr. Charles McLeod, with a holding of 35.9% has irrevocably agreed to vote his shares in favour of the Placing at the EGM. Further details of the Waiver and the Placing will be provided in the circular anticipated to be sent to shareholders around the end of February 2006 with a view to the Placing being completed on or before 31 March 2006. The Company plans to build its position in the United Kingdom as one of the leading providers of services encompassing the arrangement of international mortgages, foreign currency transfers, regular payment plans and international insurance. In addition to foreign currency transfers for its retail client base, the Company is planning to expand its business in the corporate sector. The new funds will be utilised to fund this expansion programme and to install a fully automated and integrated dealing and accounting platform to support the anticipated volume growth. Under the Investment Agreement, Ekwienox agreed to advance the Convertible Loan and has conditionally agreed to invest a minimum of £1,050,000 pursuant to the Placing. If the Placing is completed, the CL will be converted resulting in the issue of 1,956,222 Ordinary Shares which when added to the Shares to be issued to Ekwienox pursuant to the Placing will give Ekwienox a holding in the Company of approximately 51% of the enlarged share capital. Subject to completion of the Placing, Ekwienox will be granted warrants and subscription rights entitling it to increase its holding to 65% on a fully diluted basis (assuming the number of other shares issued following the Placing is equal to the number of shares the subject of the Company's current existing warrants and options) by subscribing for additional shares at 23 pence per share. If the Placing is not completed, the conversion rights under the CL will remain outstanding and the loan will become repayable on 30 days' notice. Ekwienox Limited is the holding company of a group which provides a comprehensive range of financial products and services, targeting the corporate and end-user market place. With four core competencies: Broking, Asset Management, Structured Finance and the provision of Specialised IT Services, Ekwienox is a one-stop solutions provider for its clients. Ekwienox will provide the Company with significant introductions and benefits within the corporate sector. The Investment Agreement and arrangements thereunder constitute related party transactions for the purposes of the AIM Rules. The Directors, having consulted with Corporate Synergy Plc, the Company's nominated adviser, consider that the terms of the Investment Agreement (including the terms of the CL and Ekwienox' participation in the Placing and subscription rights) are fair and reasonable insofar as the Company's shareholders are concerned. Richard Collier (CEO of The 4Less Group PLC) said: 'We welcome the increased role of Ekwienox in 4Less and believe that their investment in the Company and our plans for co-operation will provide a major impetus to the development of our Group'. Mohammad Kousha (Group Marketing Director of Ekwienox Limited) added: 'Ekwienox is looking forward to working with the 4Less Group to build a significant presence in the retail and corporate FX markets in the UK. Working together we will provide our combined client base with a comprehensive range of services in financial products and services.' Enquiries: Richard Collier The 4Less Group Plc Tel: +44(0) 207 594 0515 Olly Cairns Corporate Synergy Plc Tel: +44 (0) 207 448 4400 Mohammad Kousha Ekwienox Limited Tel: +44 (0) 207 594 0663 This information is provided by RNS The company news service from the London Stock Exchange
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