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Camper & Nicholsons (CNMI)

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Friday 14 July, 2017

Camper & Nicholsons

Proposed Open Offer

RNS Number : 0495L
Camper & Nicholsons Marina Inv Ltd
14 July 2017
 

Camper & Nicholsons Marina Investments Limited

("CNMI" or the "Company")

 

Underwritten Open Offer of 41,446,089 New Ordinary Shares at 8 pence per share

and Notice of Extraordinary General Meeting

 

 

The Company is pleased to announce a fully-underwritten offer to raise approximately £3.3 million (before expenses) by way of an open offer of 41,446,089 new ordinary shares of no par value in the capital of the Company ("New Ordinary Shares") at an offer price of 8 pence per New Ordinary Share (the "Open Offer"), being a premium of approximately 33 per cent. to the closing price of 6 pence on 13 July 2017, being the last practicable date prior to this announcement.

 

Summary

 

·      Proposed Open Offer to raise approximately £3.3 million by the issue of New Ordinary Shares at 8 pence per Ordinary Share

·      Open Offer on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares

·      Open Offer to Qualifying Shareholders fully underwritten by First Eastern Holdings

·      The Open Offer is subject to approval of the Resolution at the Extraordinary General Meeting

·      In order to show their support for the on-going development of the business, certain Directors have irrevocably undertaken to subscribe for in aggregate 699,999 New Ordinary Shares

·      Net proceeds from the Open Offer to be used by the Company for general working capital purposes across the Company and the Group. In addition, the Open Offer will allow the Company to optimise value through the execution of its strategic plan to enable the Company to develop and reposition its assets

 

First Eastern Holdings and FE Marina Investments are considered to be related parties of the Company as defined by the AIM Rules, holding 34.45 per cent. and 25.00 per cent. of the voting rights of the Company respectively. Entering into the Underwriting Agreement is deemed a related party transaction pursuant to Rule 13 of the AIM Rules. The Independent Directors, having consulted with the Company's nominated adviser, finnCap, consider that the terms of the Underwriting Agreement are fair and reasonable insofar as the Shareholders are concerned.

 

A circular (the "Circular") setting out details of the Open Offer and giving notice of an Extraordinary General Meeting to approve these proposals will be sent to Shareholders later today and will be available on the Company's website http://en.cnmarinas.com/investor-information. Assuming the Resolution is approved, trading in the 41,446,089 New Ordinary Shares is expected to commence at 8.00 a.m. on 2 August 2017.

 

Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Circular.

 

 

For further information contact:

 

Camper & Nicholsons Marina Investments Limited


Sir Christopher Lewinton / Clive Whiley

          Tel: +44 (0)1481 711144



finnCap Ltd


Christopher Raggett / Emily Watts / Kate Bannatyne

           Tel: +44 (0)20 7220 0500

 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

 

 

Open Offer of 41,446,089 New Ordinary Shares at 8 pence per New Ordinary Share on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares

and Notice of Extraordinary General Meeting

1.     Introduction

The Company announced on 14 July 2017 that it proposes to raise £3.3 million (£3.2 million net of expenses) by way of a conditional Open Offer. The Open Offer will be fully underwritten by First Eastern Holdings.

In order to show their support for the ongoing development of the business, certain Directors have irrevocably undertaken to subscribe for in aggregate 699,999 Open Offer Shares.

 

2.     Background to and Reasons for the Fundraising

As highlighted in our 2016 Preliminary results, announced on 30 March 2017, we entered this year finally positioned with a stable platform from which we were able to explore ways of adding shareholder value. Our strategic plan, whilst focused upon ways to add value to the core business, remained both defensively positioned and cash constrained as we awaited the outcome of the Brexit vote last year and, more recently, the unexpected UK and Maltese general elections earlier this month. We have made demonstrable progress in growing EBITDA from our owned marinas, which have been a key contributor to compound growth of 12 per cent. per annum in gross profit since 2013. The Board believes that, as marina revenue streams continue to be re-evaluated following the return of development interest in the sector, the time is right to adopt a more expansive strategy, particularly at Grand Harbour Marina, Malta ("GHM").

Accordingly we are announcing, today, a fund-raising of £3.3 million gross (£3.2 million net), by way of a fully underwritten open offer to shareholders of 41,446,089 new ordinary shares, at an offer price of 8 pence per share, pro rata to their existing shareholdings. This represents a premium of 33 per cent. to the closing share price on 13 July 2017.

This follows the announcement to the Maltese Stock Exchange on 27 June 2017, by GHM, of regulatory approval for the issuance of a listed bond to raise €15 million gross, at a coupon of 4.5 per cent., of which a maximum of €11 million will be utilised to redeem the existing listed GHM, 7 per cent. coupon 2017 - 2020 bond (the "Bond Issuance"). It is proposed that the net proceeds of the Bond Issuance will be utilised to harness the development potential of GHM, where we have over a decade's history of consistently improving marina performance, and is a location which we believe has the potential to become a premium destination of choice for super yachts in the Mediterranean.

The Company will conduct a further strategic review of total operating expenses, which, notwithstanding the fact that these are only showing a small increase over 2013 levels in constant currency terms, demand further attention in the context of the post Brexit trading environment. Our target is to achieve additional cost saving benefits by the end of 2017.

These measures are designed to drive liquidity into our existing portfolio of marina projects and development assets and we remain confident that this will ultimately allow us to achieve our core objective of releasing the latent potential evident within the business for the benefit of shareholders.

 

Current Trading and Prospects

The Company's audited 2016 results, as released on 30 March 2017, demonstrated that the Company has made good progress since 2012 and is now a stronger business with reduced losses and strong underlying revenues. Highlights for the period included:

·      Sales of €10.2 million from underlying operating businesses (2015: €11.2 million). Excluding the €1.7 million revenue impact of the one-off Yas Marina ("Yas") termination fee and the Yas recharged expenses in 2015, revenues grew by 6.4per cent. Under international accounting standards, reported group revenues are €7.6 million (2015: €9.1 million)

·      The Group's 2015 results included €1.7 million of revenues from recharged expenses and the termination fee relating to Yas with an associated EBITDA impact of €0.7 million which were not repeated in 2016

·      Total operating expenses before depreciation reduced to €5.1 million (2015: €5.2 million). At constant exchange rates, operating expenses show a small increase over 2013 levels, some of which is turnover related

·      Before a €1.0 million impairment charge in 2016 in relation to Port Louis and excluding the €0.7 million benefit of the Yas termination fee from the 2015 results, the loss before tax reduced by €0.5 million to €0.7 million (2015: €1.2 million). After the impairment charge, 2016 loss before tax was €1.7 million

·      Group cash balances of €1.3 million at 31 December 2016 (2015: €3.0 million)

·      Net asset value per share 15.4 euro cents (December 2015: 16.5 euro cents) with 165.8 million shares in issue (2015: 165.8 million)

The Company continues to make progress with its strategy and the Board believes that the Company is now well positioned to develop the opportunities that will arise from today's uncertain world and to realise the inherent value in the business.

 

4.      Use of Proceeds

The net proceeds from the Fundraising will be used by the Company for general working capital purposes across the Company and the Group.

The Fundraising will, thus, allow the Company, no longer as a distressed potential seller of assets but as a financially sound and stable business, to optimise value through the execution of its strategic plan to enable the Company to develop and reposition its assets.

 

5.      Open Offer

The Company is proposing to issue 41,446,089 New Ordinary Shares through the Open Offer at an Offer Price of 8 pence per share, raising in aggregate £3.3 million (£3.2 million net of expenses). The Offer Price of 8 pence represents a premium of 33 per cent. to the Closing Price of 6 pence per Ordinary Share on 13 July 2017 (being the last trading day prior to the announcement of the Open Offer) and a premium of 33 per cent. to the average Closing Price over the 30 days prior to the announcement of the Open Offer of 6 pence per Ordinary Share.

The Open Offer is being made to Qualifying Shareholders on the register on the Record Date. The Open Offer provides Qualifying Shareholders with the option to subscribe for New Ordinary Shares at a price of 8 pence per New Ordinary Share. Each Qualifying Shareholder is entitled to apply for his Open Offer Entitlement of New Ordinary Shares (which is calculated pro rata to his holding of Ordinary Shares in the Company on the Record Date).

First Eastern Holdings is conditionally underwriting the Open Offer in full (other than in respect of the Firm Commitment Shares) by undertaking in the Underwriting Agreement that it will subscribe for any New Ordinary Shares not taken up by Qualifying Shareholders. Accordingly, the Company will issue 41,446,089 New Ordinary Shares to raise gross proceeds of £3.3 million.

Any participation in the Open Offer by Shareholders will reduce First Eastern Holdings' underwriting commitment. In order to show their support for the ongoing development of the business, certain Directors have irrevocably undertaken to subscribe for in aggregate 699,999 New Ordinary Shares.

Qualifying Shareholders are not entitled to take up any New Ordinary Shares in excess of their Open Offer Entitlement.

Qualifying Shareholders are invited to apply for New Ordinary Shares under the Open Offer at a price of 8 pence per New Ordinary Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

1 New Ordinary Share for every 4 Existing Ordinary Shares

held at the Record Date. Open Offer Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements which would have otherwise arisen will not be issued.

The Open Offer is subject to the satisfaction, amongst other matters, of the following conditions on or before 2 August 2017 (or such later date being not later than 16 August 2017, as the Company may decide):

·      the passing of the Resolution;

·      Admission becoming effective 8.00 a.m. on 2 August 2017 (or such later time or date not being later than 8.00 a.m. on 16 August 2017); and

·      the Underwriting Agreement becoming unconditional in all respects.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on 2 August 2017.

Overseas Shareholders

Certain Overseas Shareholders may not be permitted to subscribe for New Ordinary Shares pursuant to the Open Offer.

6.     The Underwriting Agreement

The Company and First Eastern Holdings entered into the Underwriting Agreement dated 14 July 2017. Pursuant to the Underwriting Agreement, First Eastern Holdings has agreed to subscribe for, or procure the subscription of, the number of Ordinary Shares which are not validly taken up by Shareholders pursuant to the Open Offer. The Company has agreed to pay First Eastern Holdings a commission of such amount as equates to 2 per cent. of the value of the New Ordinary Shares (other than the Firm Commitment Shares) at the Issue Price.

The obligations of First Eastern Holdings under the Underwriting Agreement are conditional upon Admission becoming effective on or before 8.00 a.m. on 2 August 2017 (or such later date and/or time as the Company and First Eastern Holdings may agree, being no later than 8.00 a.m. on 16 August 2017).

The Company has given standard warranties to First Eastern Holdings relating to the Company (the "Warranties") which will be repeated on completion of the Underwriting Agreement. First Eastern Holdings may terminate the Underwriting Agreement at any time prior to Admission if there is a material adverse change in the financial or trading position or prospects of the Group or if any of the Warranties was or becomes materially untrue, inaccurate or misleading when made.

7.     The Concert Party, The Takeover Code and The Underwriting

First Eastern Holdings became the largest Shareholder in the Company in August 2011, through its subsidiary company FE Marina Investments, which made an investment of approximately £4.2 million for a 25 per cent. stake in the Company by a subscription of Ordinary Shares, coupled with the formation of a joint venture company to assist in the development of the Company's business in Asia Pacific, one of the world's fastest growing marina markets.

In May 2013, FE Marina Investments subscribed for a further 15,381,528 Ordinary Shares and First Eastern Holdings subscribed for 33,066,759 Ordinary Shares pursuant to the 2013 Open Offer.

In June 2014, FE Marina Investments subscribed for 5,999,375 Ordinary Shares and First Eastern Holdings subscribed for 13,856,811 Ordinary Shares in the 2014 Open Offer.

FE Marina Investments and First Eastern Holdings currently own 41,441,807 and 57,107,867 Ordinary Shares being 25.00 per cent. and 34.45 per cent. of the Existing Ordinary Shares respectively, giving them a combined holding of 59.44 per cent. On the basis of the existing ownership structure of First Eastern Holdings and FE Marina Investments, the Panel considers both companies to be under the ultimate control of Mr Victor Chu. Accordingly, since the aggregate shareholdings of First Eastern Holdings and FE Marina Investments exceed 50 per cent. of the Existing Ordinary Shares, each of First Eastern Holdings and FE Marina Investments is entitled to acquire further Ordinary Shares without being required to make a mandatory offer pursuant to the Takeover Code. Therefore, any acquisition of Ordinary Shares by First Eastern Holdings or FE Marina Investments under the Open Offer or pursuant to the Underwriting Agreement will not incur any further obligations on their part to make a mandatory offer pursuant to the Takeover Code. In the event that First Eastern Holdings acquires all of the Open Offer Shares (excluding the Firm Commitment Shares attributable to the Directors) pursuant to their obligations under the Underwriting Agreement the aggregate shareholding of First Eastern Holdings and FE Marina Investments would be 137,998,502 ordinary shares being 66.59 per cent. of the Enlarged Issued Share Capital.

First Eastern Holdings and Mr Victor Chu are important partners for the Company as it seeks to use the knowledge and relationships that First Eastern companies have developed over the last 20 years of operating and investing in China and the Far East. However, First Eastern Holdings is not only important to the growth of the Company's China and Far East activities but, since becoming (through FE Marina Investments) the Company's largest Shareholder in August 2011, it has provided significant strategic assistance and offered financial support when it was approached to assist with the current Fundraising.

The Board believes that the increased investment by First Eastern Holdings is a very clear confirmation of its continued belief in both the opportunities in China and the Far East and also in the prospects for the Company generally.

First Eastern Holdings, FE Marina Investments, Mr Victor Chu, Ms Elizabeth Kan and Mr Clive Whiley are, under the Takeover Code, parties acting in concert with each other.

8.      Directors' intentions under the Open Offer

Certain Directors, being Roger Lewis and Clive Whiley, have irrevocably undertaken to make applications to take up their Open Offer Entitlements and will make applications to subscribe in aggregate, for at least 699,999 New Ordinary Shares, as detailed in the table below:

 

 

As at the date of this announcement

On Admission

Director

Number of Ordinary Shares

Number of New Ordinary Shares to be subscribed for

Number of Ordinary Shares

Percentage of Enlarged Share Capital **

Roger Lewis

600,000

149,999

749,999

0.36

Clive Whiley*

2,200,000

550,000

2,750,000

1.33

* Mr Whiley's shares are held by the Zodiac Executive Pension Scheme of which he is a beneficiary.

** Assuming no further Ordinary Shares will be issued following the date of this announcement and before the completion of the Open Offer.

9.      Extraordinary General Meeting

An Extraordinary General Meeting of the Company is being convened for 11.00 a.m. on 1 August 2017 to be held at the Company's registered office at Bordage House, Le Bordage, St. Peter Port, Guernsey GY1 1BU.

10.   Related Party Transactions

First Eastern Holdings and FE Marina Investments are considered to be related parties of the Company as defined by the AIM Rules, holding 34.45 per cent. and 25.00 per cent. of the voting rights of the Company respectively. The Underwriting Agreement is therefore a related party transaction pursuant to Rule 13 of the AIM Rules.

The Independent Directors, having consulted with the Company's nominated adviser, finnCap, consider that the terms of the Underwriting Agreement is fair and reasonable insofar as the Shareholders are concerned.

11.   Recommendation

The Independent Directors are of the view that the Fundraising is in the best interests of the Company and accordingly recommend that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting as they intend to do in respect of their aggregate holding of 11,643,399 Ordinary Shares being 7.02 per cent. of the Existing Ordinary Shares.

 

 

 

 

 

DEFINITIONS

 

In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:

 

"2013 Open Offer"

the open offer of 61,540,743 Ordinary Shares made by the Company in May 2013 to Qualifying Shareholders on the basis of 0.5752 Ordinary Shares of every 1 Ordinary Share held

 

"2014 Open Offer"

the open offer of 24,000,000 Ordinary Shares made by the Company in June 2014 to Qualifying Shareholders on the basis of 0.169271 Ordinary Shares of every 1 Ordinary Share held

 

"Admission"

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

 

"AIM"

the market of that name operated by London Stock Exchange

 

"AIM Rules"

the AIM Rules for Companies, published by London Stock Exchange from time to time

 

"Anson Registrars"

Anson Registrars Limited

 

"Application Form"

the application form for use by Qualifying non-CREST Shareholders in connection with the Open Offer

 

"Articles"

the articles of incorporation of the Company (as amended from time to time)

 

"Business Day"

a day (other than a Saturday or Sunday on which commercial banks are open for general business in London and Guernsey)

 

"certificated form" or "in certificated form"

an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)

 

"Change of Control"

the acquisition of a controlling interest in the Company (as defined in section 1124 of the Corporation Tax Act 2010) by any person or persons acting in concert (as defined in the Takeover Code) with them or where there is a change of control by reason of a transaction treated for the purposes of the AIM Rules as one of, a reverse takeover, a fundamental change of business or a substantial transaction

 

"Circular"

the document containing information about the Open Offer and the Extraordinary General Meeting

 

"Closing Price"

he closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

 

"Company"

Camper & Nicholsons Marina Investments Limited

 

"Computer Share"

Computershare Investor Services PLC

 

"Concert Party"

First Eastern Holdings, FE Marina Investments, Mr Victor Chu, Ms Elizabeth Kan and Mr Clive Whiley are, under the Takeover Code, parties acting in concert with each other

 

"CREST"

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in thos regulations)

 

"CREST Manual"

the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms

 

"CREST Member"

a person who has been admitted to Euroclear as a system participant (as defined in the CREST Regulations)

 

"CREST Participant"

a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)

 

"CREST Payment"

shall have the meaning given in the CREST Manual issued by Euroclear

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)

 

"CREST sponsor"

a CREST Participant admitted to CREST as a CREST sponsor

 

"CREST sponsored member"

a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members)

 

"Directors" or "Board"

the directors of the Company

 

"DTR"

the Disclosure and Transparency Rules, published by the FCA

 

"EBITDA"

earnings before interest, tax, depreciation and amortisation

 

"Enlarged Issued Share Capital"

the 207,230,447 Ordinary Shares in issue immediately following Admission

 

"Euroclear"

Euroclear UK & Ireland Limited

 

"Existing Ordinary Shares"

the 165,784,358 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM

 

"Extraordinary General Meeting"

the Extraordinary General Meeting of the Company convened for 11.00 a.m. on 1 August 2017

 

"Firm Commitment Shares"

the 25,337,416 New Ordinary Shares in respect of which certain Shareholders (including First Eastern Holdings, FE Marina Investments and certain Directors) have irrevocably undertaken to take up the Open Offer

 

"FE Marina Investments"

FE Marina Investments Limited, a company incorporated in Hong Kong with registered number 1613555 and a wholly owned subsidiary of First Eastern Holdings

 

"First Eastern Holdings"

First Eastern (Holdings) Limited, a company incorporated in Hong Kong with registered number 209159

 

"finnCap"

finnCap Ltd, the Company's nominated adviser and broker

 

"Form of Proxy"

the form of proxy for use in connection with the Extraordinary General Meeting

 

"FSMA"

the Financial Services and Markets Act 2000 (as amended from time to time)

 

"Fundraising"

the Open Offer, as underwritten pursuant to the Underwriting Agreement

 

"GHM"

Grand Harbour Marina plc

 

"Group"

the Company and its existing subsidiary undertakings

 

"Independent Directors"          

the Directors other than Clive Whiley, Victor Chu and Elizabeth Kan

 

"ISIN"

International Securities Identification Number

 

"London Stock Exchange"

London Stock Exchange plc

 

"Member Account ID"

the identification code or number attached to any member account in CREST

 

"Money Laundering Regulations"

the Money Laundering Regulations 2007 (SI 2007/2157) (as amended)

 

"New Ordinary Shares"

41,446,089 new Ordinary Shares issued pursuant to the Open Offer and, if applicable, the Underwriting Agreement

 

"Notice of Extraordinary General Meeting"

the notice of Extraordinary General Meeting set out in the circular

 

"Offer Price"

8 pence per New Ordinary Share

 

"Open Offer"

the offer to Qualifying Shareholders to subscribe for New Ordinary Shares at the Offer Price

 

"Open Offer Entitlement"

the entitlement of Qualifying Shareholders to apply for New Ordinary Shares on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares

 

"Ordinary Shares"

ordinary shares of no par value in the capital of the Company

 

"Overseas Shareholders"

Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom

 

"Prospectus Rules"

the prospectus rules published by the FCA

 

"Qualifying CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form

 

"Qualifying non-CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form

 

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the Record Date (other than Shareholders resident in or citizens of any Restricted Jurisdiction)

 

"Receiving Agent"

Computershare Investor Services PLC

 

"Record Date"

6.00 p.m. on 12 July 2017

 

"Registrars"

Anson Registrars Limited

 

"Resolution"

the resolution set out in the Notice to be proposed as an ordinary resolution at the Extraordinary General Meeting for approval by the shareholders of the Company

 

"Restricted Jurisdiction"

the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law

 

"Regulatory Information Service"

a regulatory information service approved by the London Stock Exchange for the purposes of the AIM Rules

 

"Securities Act"

the US Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder

 

"Shareholders"

holders of Ordinary Shares

 

"Takeover Code"

The City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time

 

"Takeover Panel"

the Panel on Takeovers and Mergers

 

"Underwriting Agreement"

the agreement entered into between First Eastern Holdings and the Company dated 14 July 2017

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

 

"United States" or "US"

the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction

 

"uncertificated" or "in uncertificated form"

an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001, may be transferred by means of CREST

 

 

OPEN OFFER STATISTICS

 

Offer Price per New Ordinary Share

8 pence

 

Number of Existing Ordinary Shares in issue

165,784,358

 

Number of New Ordinary Shares²

41,446,089

 

Enlarged Issued Share Capital¹²

207,230,447

 

 

Gross proceeds of the Open Offer¹²

Approximately £3.3 million

 

Estimated net proceeds of the Open Offer receivable by the Company²

Approximately £3.2 million

 

Percentage of the present issued share capital of the Company that the New Ordinary Shares represent

25 per cent

 

 

Notes

1.     Statistics are prepared on the basis that no Ordinary Shares will be issued following the date of this announcement and before the completion of the Open Offer.

2.     Admission and dealings in the New Ordinary Shares are conditional on the passing of the resolution authorising the allotment of New Ordinary Shares in connection with the Fundraising at the Extraordinary General Meeting.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 


2017

Record Date

 

6.00 p.m. 12 July

Announcement of Open Offer

 

14 July

Dispatch of the Circular

 

14 July

Existing Ordinary Shares marked 'ex' by the London Stock Exchange

 

17 July

Open Offer Entitlements credited to CREST accounts of Qualifying CREST Shareholders

 

17 July

Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST

 

4.30 p.m. on 25 July

Latest time and date for depositing Open Offer Entitlements into CREST

 

3.00 p.m. on 26 July

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

 

3.00 p.m. on 27 July

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting

 

11.00 a.m. on 28 July

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)

11.00 a.m. on 31 July

Extraordinary General Meeting

 

11.00 a.m. on 01 August

 

Expected date of Admission and commencement of dealings in New Ordinary Shares

 

8.00 a.m. on 02 August

CREST accounts to be credited with New Ordinary Shares

 

As soon as practicable after 8.00 a.m. on 02 August

Share certificates dispatched by

 

16 August

 

Save for the date of publication of this announcement, each of the times and dates above are subject to change. Any such change, including any consequential change in the Open Offer statistics above, will be notified to Shareholders by an announcement on a Regulatory Information Service.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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