Issue of Equity
28 Janvier 2010 - 8:00AM
UK Regulatory
TIDMCRF
RNS Number : 2434G
Ciref PLC
28 January 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Ciref Plc
("Ciref" or "the Company")
Issue of Equity
Ciref, the AIM listed property investment and development company, announces
that it has today placed 57,079,659 new Ciref ordinary shares of 1p each at a
subscription price of 52p per share ("the Placing Shares") ("the Placing") and
that a further 199,441 Ciref ordinary shares have been issued to shareholders
pursuant to the final scrip dividend for the year ended 30 September 2009 ("the
Final Scrip Dividend Shares"). Application has been made to admit the Placing
Shares and Final Scrip Dividend Shares to trading on AIM and this admission is
expected to take place on 3 February 2010.
The Placing
The Placing Shares, which represent approximately 31.5 per cent. of the current
issued share capital of the Company, have been placed with Redefine Income Fund
Limited ("Redefine"), which has also today acquired 689,572 existing Ciref
ordinary shares from another Ciref shareholder.
The funds raised from the Placing, totalling approximately GBP30.0 million
before expenses, will be used to repay the GBP15 million bridging loan, which
carries interest at market rates, and restore the Company's cash resources, both
of which were used to finance the acquisition of the Company's stake in the
Cromwell Group, as announced on 24 December 2009.
Immediately following the Placing, Redefine (and its nominees) will have an
interest in 168,505,302 ordinary shares representing approximately 70.7 per
cent. of the Company's enlarged issued share capital. Redefine does not
currently intend that its holding in the Company should increase above this
level.
The Placing Shares will rank pari passu in all respects with the existing
ordinary shares, including the right to receive all dividends and other
distributions thereafter declared, made or paid on such ordinary shares.
Related Party Transaction
Redefine is an existing shareholder which falls within the definition of a
related party under the AIM Rules, because it is a substantial shareholder in
Ciref by nature of its greater than 10 per cent. holding of the Company's
existing ordinary shares.
Under the AIM Rules, Redefine's participation in the Placing is considered to be
a related party transaction. The Placing Shares are being subscribed for cash at
a subscription price of 52p per share (the "Placing Price") which, based upon
the closing price of 53.5p as at 27 January 2010 (being the last practicable
date prior to the date of this announcement), represents a discount of 1.5p per
share, equivalent to a discount of 2.8 per cent. The Placing Price represents a
premium of 7.2 per cent. to the volume weighted average traded price of Ciref
ordinary shares of 48.5p over the 30 days prior to the date of this
announcement.
The independent directors, having consulted with Singer Capital Markets Limited
as the Company's Nominated Adviser, consider that the terms of the transaction
described above to be fair and reasonable insofar as the Company's independent
shareholders are concerned. In being consulted, Singer Capital Markets has
relied on the independent directors' commercial assessment of the transaction.
The Scrip Dividend Shares
Following shareholder approval of the final scrip dividend for the year ended 30
September 2009 at the Company's annual general meeting held on 27 January 2010,
an aggregate of 199,441 Final Scrip Dividend Shares have been issued to
shareholders, of which 107,500 were issued out of Treasury and 91,491 were new
Ciref ordinary shares.
Elections for the cash dividend were received from shareholders holding
66,482,232 Ciref shares.
The Company's enlarged issued share capital will consist of 238,483,821 ordinary
shares of 1p each with no shares held in Treasury. The above figure 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 to their
interest in, the Company, under the Disclosure and Transparency Rules.
For further information contact:
+----------------------------------------+-------------------------------+
| Ciref Plc | +27(0)21 683 3829 |
| Gavin Tipper - Chairman | |
| | |
+----------------------------------------+-------------------------------+
| Singer Capital Markets | +44(0)203 205 7500 |
| Nicholas How / Richard Savage | |
| | |
+----------------------------------------+-------------------------------+
| Powerscourt | +44(0)207 250 1446 |
| Matthew Fletcher / Karen Le Cannu | |
| | |
+----------------------------------------+-------------------------------+
| Corovest Fund Managers Limited | |
| Nicolaas Faure | +1 284 494 9820 |
| Mike Watters | +44 207 811 0100 |
+----------------------------------------+-------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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