TIDMEBIV
RNS Number : 1208C
Eastbridge Investments PLC
13 October 2015
EASTBRIDGE INVESTMENTS PLC
PROPOSED CHANGE OF INVESTING POLICY & PLACING
13 October 2015
On 9 January 2015, Eastbridge Investments Plc ("Eastbridge" or
"Company") held a general meeting at which the disposal of the
Company's former business and adoption of a new investing policy
was approved by shareholders. Since then, the Company has
successfully raised over GBP400,000 through the issue of new equity
to investors in order to progress its investing policy and has
identified a number of potential investment targets. However, it
has become apparent to the directors of Eastbridge ("Directors")
that the likelihood of obtaining the additional financing required
to complete any of these investments, for which approximately
another GBP600,000 would be needed, is slim.
As such, the Directors have been considering how best to
generate possible returns for shareholders and have agreed terms,
subject to shareholder approval, to change the Company's investing
policy to achieve this goal.
INVESTING POLICY
The Company's current investing policy focuses on the property
and real estate sector, where the Company seeks to invest in
residential schemes as well as commercial, retail and industrial
property within the UK with the goal of purchasing assets
significantly undervalued by the current market.
In light of the apparent increasing difficulty in securing
additional investment to enact the Company's existing investing
policy, it has been proposed to the Company by Helix Investment
Management SLP ("Helix") that its investing policy be amended to
one of investment into asset backed or insured equity and debt
instruments which make regular cash payments, principally those
used to fund retail finance in the form of secured and unsecured
personal loans from the issuers of the securities being acquired.
The Directors believe that this opportunity presents shareholders
with a better chance of a return on their investment in the Company
than the existing policy and thus are proposing it be adopted.
The Directors have limited experience of the area of operation
for the proposed investing policy and accordingly intend to address
this by the appointment of a new director to the board, further
details of whom are set out below, and by entering into an
agreement with Helix to provide their expertise in selecting
appropriate investments.
INFORMATION ON HELIX
Helix is a Luxembourg based specialist structured finance
company which creates tax neutral funds for clients who can use
almost any asset as the security against which to raise capital.
Helix offers its clients a complete securitisation service
including the design and structuring of instruments, establishment
and registration of necessary sub-funds, registration with
regulatory authorities, preparation of investment memoranda and
assistance in the fund raising by way of private placement.
Helix will make available to the Company suitable medium term
debt instruments which are sourced by Helix. It is intended that
the net proceeds of the Placing will be invested in medium term
notes currently on offer which attract interest at a rate of 9.85%
per annum.
Neither Helix nor any of its directors or senior management will
participate in the Placing, further details of which are set out
below, although Helix will hold the Helix Warrants which, if
exercised, may give it a material interest in the Company in the
future. Under the terms of the Origination Agreement, Helix has the
right to appoint two directors to the Board and has proposed Steven
Hodgetts, further details of whom are set out below, as the first
of its Board representatives.
PLACING
The Company has agreed, conditional upon shareholder approval,
to issue 100,000,000 new ordinary shares of no par value ("Ordinary
Shares") at a price of 0.5 pence per share ("Placing Shares") to
clients of Helix in connection with the proposed new investing
policy ("Placing"). The net proceeds of the Placing will be
utilised to make the first investments pursuant to the new
investing policy. The placing price represents a discount of 10 per
cent. to the mid-market closing price per Ordinary Share on 12
October 2015, the last practicable date prior to this
announcement.
Application will be made for the Placing Shares to be admitted
to trading on AIM, subject to shareholder approval, with effect
from 2 November 2015 ("Admission").
Following Admission, the Company will have a total of
344,533,098 Ordinary Shares in issue, of which 51,325,737 will be
held in treasury and accordingly the total number of voting rights
in the Company at Admission will be 293,207,361, assuming no
further issues of Ordinary Shares in the interim. This number may
be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
Eastbridge under the FCA's Disclosure and Transparency Rules.
Shareholders should be aware that it is the intention of the
Company to carry out further issues of new Ordinary Shares to
finance the proposed investing policy which may result in
significant dilution of existing shareholders' relative interests
in the Company's voting rights and issued share capital.
HELIX WARRANT
Subject to shareholder approval, the Company has entered into a
warrant agreement with Helix pursuant to which Helix will be
granted 2,000 warrants, each of which convert upon exercise into
4,250,000 new Ordinary Shares at a price of 0.3 pence per share
("Helix Warrants"). The Helix Warrants will be capable of exercise
at any time from 30 October 2015 to 30 October 2019 subject to one
Helix Warrant becoming eligible for exercise per GBP50,000 of new
equity funding raised during that period. On this basis, the
completion of the Placing will allow Helix, at their sole
discretion, to exercise 10 warrants for an aggregate consideration
of GBP127,500, resulting in the issue of 42,500,000 new Ordinary
Shares.
FINANCIAL POSITION
On 30 September 2015 the Company released its unaudited interim
accounts for the six months ended 30 June 2015 which showed net
liabilities of GBP24,000. Since 30 June 2015 the Company has raised
an additional GBP200,000 by way of equity issues but continued to
incur minimal expenditure whilst attempting to secure a
transaction. The net proceeds of the Placing will be utilised in
full for the realisation of the new investing policy but the
Directors are comfortable that they have sufficient resources
excluding the Placing proceeds for the ongoing operations of the
Company for the foreseeable future.
PROPOSED DIRECTOR
Steven Michael Hodgetts, aged 58, proposed non-executive
director
Steven Hodgetts is a senior executive in securities services. He
has extensive experience of managing global businesses in
securities services and has a proven track record in executing
acquisitions and global expansion strategies, establishing new
businesses, joint ventures and strategic alliances for businesses
in Europe, North America and Asia / Australasia
In his role as Senior Manager, Maitland Corporate Services (UK)
Ltd Steven was responsible for the establishment of a UK Corporate
Trustee and Corporate Services business for the Maitland group, a
global legal, fiduciary and fund administration group with over
$210bn assets under administration.
Before joining Maitland, Steven spent 13 years with The Bank of
New York / BNY Mellon and left as Head of International Product
Development, Shareowner Services following the sale of the business
to Computershare. Prior to this role Steven was Head of M&A
within the Strategy, Development & Investment Group - Financial
Markets and Treasury Services Sector.
Steven has provided consultancy services to clients in the
financial services industry in his capacity as a UK Managing
Partner of Orchard Street Partners LLC, a management consulting
practice located in New York. Steven has experienced several board
of directors appointments, providing strategic direction and
enhanced governance having acted as Chairman of three and served on
several committees including audit, risk and compensation.
Mr Hodgetts is currently a director or partner of the
following:
Minstral Management Limited
Orchard Street Partners London Limited
In addition, Mr Hodgetts was a director of Maitland Corporate
Services (UK) Limited within the five years preceding the date of
this document.
There is no further information to be disclosed on Mr Hodgetts
in accordance with Schedule Two (g) to the AIM Rules for
Companies.
EXTRAORDINARY GENERAL MEETING
The Company has posted a circular to shareholders setting out
details of the proposed change in its investing policy and calling
an extraordinary general meeting for 30 October 2015 at which
resolutions will be put to shareholders to approve both the new
investing policy and the disapplication of pre-emption rights in
respect of the Placing, the Helix Warrants and future issues of
shares.
Enquiries:
Greg Collier, Chairman Tel: 07830 182501
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Nominated Adviser Tel: 020 7382 1100
Northland Capital Partners Limited
William Vandyk / Matthew Johnson
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Broker Tel: 020 7469 0930
Peterhouse Corporate Finance
Fungai Ndoro/ Lucy Williams
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This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBBBDGXBBBGUX
(END) Dow Jones Newswires
October 13, 2015 07:15 ET (11:15 GMT)
Eastbridge Inv (LSE:EBIV)
過去 株価チャート
から 5 2024 まで 6 2024
Eastbridge Inv (LSE:EBIV)
過去 株価チャート
から 6 2023 まで 6 2024
