Caldwell Investments PLC
29 June 2005
To be released 29 June 2005
CALDWELL ANNOUNCES £629,000 RIGHTS ISSUE
• Caldwell Investments P.L.C. ('Caldwell' or the 'Company') announced today a
1 for 7 rights issue at 25p per share to raise £629,000 (before expenses)
• The Issue Price represents a 33.3% discount to the Closing Price of 37.5p
on 28 June 2005
• New money raised will be used principally to fund the Group's hardwood
outdoor furniture marketing activity
Rights Issue of up to 2,516,071 New Ordinary Shares at 25p per share
In my Chairman's Statement accompanying the preliminary announcement of the
Group's final results for the 14 month period ended 28 February 2005, released
on 27 May 2005, I stated that the Board had resolved to raise money by way of a
rights issue to fund future NinaSun(R) marketing investment. The Company
announced today the terms of the Rights Issue under which Qualifying
Shareholders will be offered 2,516,071 New Ordinary Shares at a price of 25p per
share, by way of a one for seven rights issue, in order to raise up to
approximately £629,000 before expenses. The Rights Issue is not being
underwritten but I intend to take-up in full my entitlement to 564,289 shares
(representing approximately 22.4 per cent. of the New Ordinary Shares) and other
Directors and certain Shareholders have confirmed in writing their intention to
subscribe for a further 587,434 New Ordinary Shares making, in aggregate,
1,151,723 New Ordinary Shares (representing approximately 45.8 per cent. of the
New Ordinary Shares).
The Directors were granted the necessary authorities by Shareholders at the
Annual General Meeting of the Company held on 4 June 2004 to allot and issue
shares by way of rights and, therefore, the Rights Issue is not conditional on
any further Shareholder approval.
After four years development and a great deal of investment in intellectual
property, plant and machinery, extensive commercial and consumer trials and
modifications, the NinaSun(R) canopy for resin loungers was launched in December
2004. The augmented NinaSun(R) range of hardwood outdoor furniture with the
integrated canopy will be launched in spring 2006. Arrangements for
distribution of canopies for resin loungers in the US, Mexico and the Caribbean
are now in place with Contract Furniture Inc of San Francisco, an established
major distributor of resin loungers in the US. In the rest of the world the
canopies for resin furniture are being marketed by Balliu, one of the world's
leading resin furniture manufacturers, through their international distributor
network in over 50 countries.
The Group recently exhibited a new hardwood diner/recliner at the BBC Gardeners
World Exhibition at the NEC. The product was very well received and orders were
taken for all available stock for summer 2005. The NinaSun(R) deckchair was
also exhibited and a significant number of orders were taken.
Reasons for the Rights Issue and intended use of proceeds
It was always recognised by the Board that realisation of the NinaSun(R) project
would take a number of years to materialise. To date the rate of progress has
been on track and it is expected that NinaSun(R) canopies will start to make a
noticeable contribution to Group turnover in the financial year starting March
Following considerable investment in intellectual property, plant, machinery,
product development and commercial and consumer trials we are now moving into
the marketing phase for the NinaSun(R) canopy.
It is intended that the net proceeds of the Rights Issue which, assuming full
take-up of the New Ordinary Shares, are expected to amount to approximately
£569,000, will be used principally to fund the hardwood outdoor furniture
marketing activity described in the section entitled ''Strategy'' below and
otherwise to provide additional general working capital for the Group.
Details of the Rights Issue
The Company proposes to raise up to approximately £629,000 before expenses by
offering 2,516,071 New Ordinary Shares by way of rights to Qualifying
Shareholders at 25p per share, payable in full on acceptance, on the basis of:
1 New Ordinary Share for every 7 Existing Ordinary Shares
held and registered on the Record Date and so in proportion for any other number
of Existing Ordinary Shares then held. Where necessary, entitlements to New
Ordinary Shares will be rounded down to the nearest whole number of New Ordinary
Shares and shares representing fractional entitlements will not be allotted but
will be sold in the market for the benefit of the Company.
The New Ordinary Shares will, when issued, rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared or paid after the date of this announcement.
Holdings of Existing Ordinary Shares held in certificated and uncertificated
form will be treated as separate holdings for the purpose of calculating
entitlements under the Rights Issue.
The Issue Price of 25p per New Ordinary Share represents a 33.3 per cent.
discount to the Closing Price of 37.5p on 28 June 2005 (being the latest
practicable date prior to the publication of the circular to Shareholders).
The Rights Issue has not been underwritten. Pursuant to the Rights Issue
Agreement, KBR will, as agent of the Company, use its reasonable endeavours to
procure subscribers for those New Ordinary Shares not taken-up, provided that an
amount can be obtained per New Ordinary Share which is not less than the
aggregate of the Issue Price and the expenses of procuring such subscribers. If
and to the extent that such subscribers cannot be procured by not later than
3.00 p.m. on 21 July 2005 for any New Ordinary Shares not taken-up, the relevant
New Ordinary Shares will not be issued.
Applications have been made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares, nil paid, to be admitted to the Official
List and to trading on the London Stock Exchange's market for listed securities.
It is expected that Admission will become effective and that dealings will
commence in the Nil Paid Rights on 30 June 2005.
The Rights Issue is conditional on:
(a) the Rights Issue Agreement becoming unconditional, save for Admission, by
no later than 29 June 2005 and not having been terminated in accordance
with its terms on or prior to Admission; and
(b) Admission occurring at or before 8.00 a.m. on 30 June 2005
The ISIN of the Nil Paid Rights is GB00B0C05K23 and the ISIN of the Fully Paid
Rights is GB00B0C05L30.
Current trading and prospects
Trading in our underwear business is currently going well and we are hopeful of
a materially improved performance in the current year. During the 14 month
period ended 28 February 2005, currency movements led to a general erosion of
margins. However, during the current financial year, more stable financial
conditions have returned.
Sales of the baby buggy parasols have to date been slow due to lack of sunshine.
It is too early to predict the outcome of this part of our business.
The Board views the potential for the NinaSun(R) canopies very positively.
Although we do not expect to generate significant revenues from this activity
until the financial year commencing March 2006, the Board is confident that the
NinaSun(R) canopy represents an outstanding opportunity for the Group.
In the 14 month financial period ended 28 February 2005 Caldwell made a small
loss. The Board has budgeted for an increase in marketing spend needed to
establish the wooden furniture with integrated canopy in the world market place.
Your Board anticipates that the results for year ending February 2007 will
begin to reflect the value of that investment.
As indicated above, the marketing strategy for the canopies for resin loungers
is to supply the products through distributors and arrangements have been
entered into with Contract Furniture Inc of San Francisco and Balliu.
Hardwood outdoor furniture
The Board considers that the market for these products is more fragmented than
for resin loungers and that it is appropriate to market the NinaSun(R) canopies
initially through direct marketing and promotions. A NinaSun(R) website was
therefore established and became operational in April 2005. In order to attract
potential purchasers to the NinaSun(R) website, it is essential to enhance
product awareness, knowledge and credibility, and maximise the number of people
who have seen and felt the product.
Following the positive feedback received for the consumer trials and at the BBC
Gardeners World Exhibition, we are commissioning marketing strategists to carry
out an international market and brand evaluation and to prepare an integrated
marketing plan. It is intended that implementation of this plan will commence in
It is also our intention to develop a range of tubular aluminium furniture with
integrated canopies. This would be aimed at the camping and leisure markets,
which represent about a third of the market for outdoor furniture.
Action to be taken
Qualifying Shareholders (other than, subject to certain exceptions, those with
registered addresses in or who are residents or citizens of the United States or
the Excluded Territories) have been sent Provisional Allotment Letters, showing
the number of New Ordinary Shares provisionally allotted to them and containing
instructions on acceptance and payment, renunciation, splitting and registration
in respect of the New Ordinary Shares.
The latest time and date for acceptance and payment in full in respect of the
Rights issue is 11.00 a.m. on 21 July 2005.
The New Ordinary Shares will be issued in certificated form and will be
represented by definitive share certificates, which are expected to be
despatched by 29 July 2005.
Circular to Shareholders
A copy of the circular to shareholders, comprising a prospectus, has been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility which is
Financial Services Authority
25 The North Colonnade
London E14 5HS
Tel: 020 7066 1000
Expected timetable of principal events
Record Date for the Rights Issue close of business on 24 June 2005
Despatch of Provisional Allotment Letters 29 June 2005
Dealings in New Ordinary Shares, nil paid, commence on the London Stock 8.00 a.m. on 30 June 2005
Existing Ordinary Shares trade ex-rights 30 June 2005
Latest time and date for splitting Provisional Allotment Letters, nil or 3.00 p.m. on 19 July 2005
Latest time and date for acceptance and payment in full and registration 11.00 a.m. on 21 July 2005
Dealings to commence in New Ordinary Shares, fully paid 22 July 2005
Despatch of share certificates for New Ordinary Shares in certificated by 29 July 2005
The following definitions apply throughout this announcement unless the context
'Admission' admission of the New Ordinary Shares, nil paid, to the Official List and to trading
on the London Stock Exchange's market for listed securities becoming effective in
accordance with, respectively, the Listing Rules and the Admission and Disclosure
'Admission and the requirements contained in the publication 'Admission and Disclosure Standards'
Disclosure Standards' dated November 2004 containing, amongst other things, the admission requirements to
be observed by companies seeking admission to trading on the London Stock Exchange's
market for listed securities
'Board' or 'Directors' the directors of Caldwell
'certificated' or 'in a share which is not in uncertificated form (that is, not in CREST)
'Caldwell' or 'Company' Caldwell Investments P.L.C.
'Caldwell Group' or ' Caldwell and its subsidiaries
'Closing Price' the closing middle market quotation of an Existing Ordinary Share as published in
the Daily Official List
'CREST' the relevant system (as defined in the CREST Regulations) in respect of which
CRESTCo Limited is the Operator (as defined in the CREST Regulations)
'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/No 3755) (as amended)
'Daily Official List' the Daily Official List of the London Stock Exchange
'Excluded Territories' Australia, Canada, Japan and the Republic of Ireland
'Existing Ordinary the 17,612,500 Ordinary Shares in issue at the date of this document
'FSMA' the Financial Services and Markets Act 2000
'Fully Paid Rights' rights to acquire the New Ordinary Shares, fully paid
'Issue Price' 25p per New Ordinary Share
'KBR' Keith, Bayley, Rogers & Co. Limited
'Listing Rules' the Listing Rules of the UK Listing Authority, made under Part VI of the FSMA
'London Stock Exchange' London Stock Exchange plc
'New Ordinary Shares' up to 2,516,071 new Ordinary Shares to be issued by the Company pursuant to the
'Nil Paid Rights' rights to acquire the New Ordinary Shares, nil paid
'Official List' the Official List of the UKLA
'Ordinary Shares' ordinary shares of 10p each in the capital of the Company
'Overseas Shareholders' Qualifying Shareholders who have no registered address in the UK (or who have not
given to the Company an address within the UK for the service of notices)
'Provisional Allotment the renounceable provisional allotment letter relating to the Rights Issue, enclosed
Letter' with this document and sent to Qualifying Shareholders other than certain Overseas
'Qualifying Shareholders Shareholders on the register of members of the Company on the Record Date
'Record Date' the record date for the Rights Issue, being the close of business on 24 June 2005
'Rights Issue' the issue to Qualifying Shareholders by way of rights of 1 New Ordinary Share for
every 7 Existing Ordinary Shares held on the Record Date, as described in this
'Rights Issue Agreement' the conditional agreement dated 28 June 2005 between the Company, KBR and Nabarro
Wells & Co. Limited relating to the Rights Issue
'Shareholders' holders of Ordinary Shares
'UK Listing Authority' the Financial Services Authority acting in its capacity as the competent authority
or 'UKLA' for the purpose of Part VI of the FSMA
'uncertificated' or 'in a share which is for the time being recorded on the register of members of the
uncertificated form' Company as being held in uncertificated form in CREST and title to which may be
transferred by means of CREST
'UK' the United Kingdom of Great Britain and Northern Ireland
'United States' the United States of America, its territories and possessions, any state of the
United States of America and District of Columbia and all other areas subject to its
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