Further re Open Offer
Creightons PLC
16 February 2000
Creightons plc ('Creightons' or the 'Company')
Open Offer
Waiver of Listing Rules 4.8 and 4.26
The Board of Creightons announced yesterday (the
'Announcement') that the Company proposes to raise
approximately £1.3 million (net of cash expenses) through an
open offer (the 'Open Offer') of up to 29,814,784 new ordinary
shares of 1p nominal value in the Company ('Offer Shares') at
an offer price of 5p per share ('Offer Price'). The Offer
Price represents a discount of approximately 58 per cent. to
the mid-market price of 12p at which the existing ordinary
shares in the Company were quoted at the close of business on
31 January 2000 (being the last dealing date prior to the
suspension from trading of the existing ordinary shares).
Further to the Announcement, the Board of Creightons announces
that the London Stock Exchange has granted Creightons a waiver
in respect of certain of its listing rules ('Listing Rules').
Listing Rules 4.8 and 4.26 have been waived on the
following basis.
Rules 4.8 and 4.26 of the Listing Rules prohibit, in normal
circumstances, the issue of securities to listing, other than
by way of a rights issue, if the issue price is to be at a
discount of more than 10 per cent. to the middle market price
of those securities at the time of the announcement of the
issue. The London Stock Exchange may grant a waiver to this
rule if the issuer is in severe financial difficulties. The
Company is in severe financial difficulty and the Board has
explored and exhausted all alternative forms of finance
available at present which might stabilise the Company. These
include new bank facilities and/or accelerated asset
disposals. Mr Hamilton, Chief Executive of Creightons, has
recently indicated that he is considering a management buy-out
of the business of the Company. Whilst the Board continues to
consider this proposal, it is not presently on acceptable
terms and the Board did not consider that satisfactory terms
could be agreed within the required timeframe. Given the
urgent need for additional working capital, the only
alternative available to the Board is to raise funds by means
of the Open Offer on the terms proposed in the Announcement,
with the Company's immediate financing requirements being met
out of the loan, also referred to in the Announcement, to be
made by Oratorio Developments Limited, which owns
approximately 21.6 per cent. of the issued share capital of
Creightons. Without the immediate availablility of the loan
facility from Oratorio Developments Limited, the Board would
have had no alternative but to put the Company into
receivership. On this basis, the London Stock Exchange has
granted Creightons a waiver to Rules 4.8 and 4.26.
The Board of Creightons notes that, as set out in the
Announcement, irrevocable undertakings have been received in
respect of a total of 18,698,185 Offer Shares, representing
approximately 62.71 per cent. of the total Offer Shares, and
that the remaining Offer Shares are the subject of
underwriting arrangements.
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