Issue of Equity

RNS Number : 8694W

TMT Investments PLC

06 February 2012

 



6 February 2012

TMT INVESTMENTS PLC

("TMT" or the "Company")

The Company announces that it has today allotted 4,642,858 new ordinary shares of no par value each in the Company at a price of US$1.4 per share, being a premium of 12% over the closing price of the Company's shares on 3 February 2012 and raising US$6.5 million.

 The new ordinary shares have been issued to existing shareholders Wissey Trade & Invest Limited ("Wissey") and Menostar Holdings Limited, who now own respectively 34.78% and 16.93% of the Company's issued ordinary share capital.

The issue of new shares to substantial shareholders is a related party transaction under the AIM Rules.  The Directors, having consulted with the Company's Nominated Adviser ZAI Corporate Finance Ltd, believe that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

As the Company is not subject to the UK Takeover Code the acquisition by Wissey of over 30% of the voting rights in the Company does not trigger a mandatory offer under the provisions of the UK Takeover Code.  In addition, to enable the Directors to treat Wissey's new acquisition as a "Permitted Acquisition" under the provisions of the Company's Articles of Association, the Company has entered into a relationship agreement with Wissey, conditional upon admission of the new ordinary shares to trading on AIM, under which Wissey has agreed that, so long as its holding represents 30% or more of the Company's issued share capital, it will not act to unduly influence the Company or its Board of Directors or otherwise interfere with the day-today management of the Company; that all transactions and relationships between it and the Company will be conducted on terms which allow the Company to carry on its business independently and that all such transactions and relationships will be at arm's length and on a normal commercial basis.  The agreement cannot be terminated or amended except by a resolution of more than 75% of the independent shareholders of the Company (that is, shareholders other than Wissey and its associates).

 The new ordinary shares will rank pari passu with existing ordinary shares and application has been made for these new ordinary shares to be admitted to trading on AIM, which is expected to occur on 10 February 2012.

Following the issue of the new ordinary shares, the Company will have a total of 24,642,860 ordinary shares of no par value each in issue.

For further information contact:

TMT INVESTMENTS PLC Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd NOMAD and Broker Marc Cramsie/Irina Lomova	020 7060 2220

 

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