Interregnum PLC
16 February 2006
16th February 2006
Interregnum plc
('Interregnum')
Proposed Acquisition and Capital Raising
Further to its announcement on the 30th January 2006, the Board of Interregnum
plc is updating shareholders on progress made in connection with a potential
acquisition and proposed fundraising.
This update is ahead of an EGM on Tuesday 21 February that is seeking, inter
alia, approval from shareholders to increase the authorised share capital of the
Company and to empower the Directors to issue shares.
Proposed capital raising
Subject, amongst other things, to obtaining shareholder approval at the EGM, the
Board has raised a total of £10 million (before expenses) via a placing of
151,515,152 shares ('Placing') with institutional investors at a share price of
6.6 pence to increase the capital base of the company.
Terms have been agreed to acquire Quayside Ltd
The Board has agreed the terms on which it proposes to acquire 100 percent of
the issued share capital of Quayside Corporate Services Limited ('Quayside') in
consideration for the issue of 90,909,091 new Interregnum shares and a cash
amount equal to the net assets of Quayside at 28 February 2006. The
consideration shares would represent 27.1 per cent. of the enlarged issued share
capital of Interregnum following completion of the Placing and the acquisition.
The acquisition of Quayside will be conditional, amongst other things, on the
approval by shareholders of the resolutions to be proposed at the EGM and upon
completion of the Placing. The Board expects the sale and purchase contract to
be signed prior to the EGM taking place.
For the year ended 31 December 2005, Quayside generated revenues of £2.0 million
and profit after tax of £0.66 million.
Quayside was established in 1999. It specializes in the restructuring and
turnaround of businesses. To date it has worked on over 120 cases and has 33
live programmes underway at the moment with over £250 million of funds managed.
Quayside is led by David Mills, Managing Director (who will join the Board of
Interregnum following completion of the acquisition) supported by Sandra
Thomson, Head of Leisure, Michael Bancroft, Head of Media & Fashion, Chris
Langridge, Head of Finance and Audit and Chris Marks, Head of Engineering/
Manufacturing.
The Directors of Interregnum believe that Quayside will provide it with access
to a strong pipeline of prospective advisory and investment transactions.
Following completion of the acquisition of Quayside, and the satisfaction of the
other conditions precedent (principally the obtaining of the necessary consents
from the FSA relating to the deemed changes of control of Interregnum),
application will be made for the 242,424,243 ordinary shares to be issued
pursuant to the acquisition of Quayside and the Placing to be admitted to
trading on AIM. Dealings are currently expected to commence in the new ordinary
shares on 22 February 2006.
Niall Doran, Chief Executive of Interregnum plc said,
'These intended actions are designed to support Interregnum in its strategic aim
to expand its principal finance and syndicated finance investment activities and
to execute higher-value corporate finance transactions.'
Enquiries
Interregnum plc 020 7494 3080
Niall Doran (Chief Executive)
Madano Partnership (PR to Interregnum) 020 7593 4000
Toby Wilkinson/Matthew Moth
Notes
The EGM of the Company will be held at 22-23 Old Burlington Street, London W1S
2JJ on Tuesday 21st February 2006 at 12 noon. Copies of the circular that has
been sent to shareholders are available to the public until 28 February 2006 at
the offices of Seymour Pierce at Bucklersbury House, 3 Queen Victoria Street,
London EC4N 8EL.
This information is provided by RNS
The company news service from the London Stock Exchange
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