Re: Open Offer & Placing
09 Juillet 2009 - 8:00AM
UK Regulatory
TIDMIRC
RNS Number : 3730V
Individual Restaurant Company PLC
09 July 2009
Individual Restaurant Company plc
Results of Open Offer of 16,195,885 Open Offer Shares at 13 pence per Open Offer
Share
Placing of Ordinary Shares
Individual Restaurant Company plc ('IRC' or the 'Company') today announces that
pursuant to the Open Offer of up to 16,195,885 ordinary shares at 13 pence each,
as announced on 22 June 2009, it has applied for up to 16,195,885 ordinary
shares to be admitted to trading on AIM ('Open Offer Shares'), raising
approximately GBP2.1m.
The Company also announces that, due to the positive take up of the Open Offer
(74.6% of the Open Offer Shares), it has taken the opportunity to place an
additional 3,950,216 of its ordinary shares for cash ('Placing Shares') at a
price of 13p per share under the authority given to the Company by shareholders
at the last Annual General Meeting. The proceeds of the additional cash placing
of GBP0.5m, when combined with the proceeds of the Open Offer, take the total
amount raised by the Company to GBP2.6 million.
Highlights
* Total funds raised of GBP2.6 million
* All shares available under the Open Offer have been fully taken up
* CEO, Steven Walker, has invested GBP0.33 million and taken up his full
entitlement
* The purpose of the Fundraising is to reduce the Company's indebtedness to a more
appropriate level for the current economic climate
* The reduced indebtedness will leave the Company better placed to capitalise on
new site opportunities and put the Company in a stronger position to prosper and
take advantage of opportunities as they arise
* Application has been made to the London Stock Exchange for the Open Offer Shares
to be admitted to trading on AIM. Dealings are expected to commence in the Open
Offer Shares on 10 July 2009
* Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. Dealings are expected to commence in the Placing
Shares on 14 July 2009
* Malcolm Walker, whose trust vehicle partially underwrote the Open Offer and
whose nominee companies took up their entire Open Offer entitlements, has a
resultant beneficial interest in 11.0% of the total share capital of the
Company
Commenting on the combined fundraising, Steven Walker, Chief Executive of
Individual Restaurant Company plc, said:
"The proceeds of the Open Offer and Placing has enabled the Company to raise
circa GBP2.6 million. These funds will be used to reduce the Company's existing
indebtedness leaving substantial headroom in its banking facility. We are
confident in respect of both our national brands. When the timing is right the
headroom in our facility will allow the Company to grow these further taking
advantage of the preferential terms, rent agreements and capital contributions
available. This Fundraising puts the Company in a stronger position to take
advantage of opportunities as they arise.We welcome the Placees as supportive
shareholders in IRC."
Results of Open Offer
Individual Restaurant Company plc ('IRC' or the 'Company') today announces that,
pursuant to the Open Offer of up to 16,195,885 ordinary shares at 13 pence each,
as announced on 22 June 2009, it has applied for 16,195,885 ordinary shares to
be admitted to trading on AIM.
The Open Offer has been fully supported by Steven Walker and Iain Donald, Chief
Executive Officer and Operations Director respectively, in respect of all of
their Open Offer entitlements as follows:
+-----------------+------------------+----------------+--------------------+
| Name of | Number of | Total | Percentage |
| Director | Shares taken up | holding | of issued ordinary |
| | | following | share capital |
| | | notification | beneficially |
| | | | currently held |
| | | | |
+-----------------+------------------+----------------+--------------------+
| Steven Walker | 2,562,349 | 8,811,981 | 14.8 |
+-----------------+------------------+----------------+--------------------+
| Iain Donald | 370,341 | 1,273,613 | 2.1 |
+-----------------+------------------+----------------+--------------------+
Dealings in the new ordinary shares will commence at 8.00 a.m. on 10 July 2009.
Following the admission of these shares the issued share capital of the Company
will be 55,698,045 ordinary shares.
The beneficial shareholding of Malcolm Walker, following admission of the Open
Offer Shares and the admission of the Placing Shares, will be 6,534,126 ordinary
shares (11.0% of the Company's issued share capital).
Placing of Ordinary Shares for Cash
IRC also announces a cash placing of 3,950,216 new IRC ordinary shares ('Placing
Shares') to be issued at a price of 13p per share (the "Placing"). The Placing
Shares have been placed with Blackstar (Isle of Man) Limited (in its capacity as
trustee of The Tarsem Singh Dhaliwal EFRBS and as trustee of The Andrew Simon
Pritchard EFRBS) (together, the 'Placees').
The Placing Shares have been issued by the Company for cash pursuant to the
authority granted by the Company's shareholders at its last AGM.
The shareholdings of the Placees (following admission of the Placing Shares and
the Open Offer Shares) are set out in the table below.
+-----------------------------------+----------------+------------------+
| Beneficial Holder | Number of | Percentage |
| | ordinary | of issued |
| | shares placed | ordinary share |
| | | capital |
| | | beneficially |
| | | currently held |
| | | % |
+-----------------------------------+----------------+------------------+
| Tarsem Dhaliwal | 1,975,108 | 3.31 |
| | | |
+-----------------------------------+----------------+------------------+
| Andrew Pritchard | 1,975,108 | 3.31 |
| | | |
+-----------------------------------+----------------+------------------+
The proceeds from the Placing and the Open Offer (in aggregate approximately
GBP2.6 million), will be used to reduce indebtedness to more appropriate levels
given the current economic climate.
The Placing Shares have been issued credited as fully paid conditional upon
Admission and will rank pari passu in all respects with the IRC Ordinary Shares,
including the right to receive all dividends and other distributions declared
after the date of their issue. Admission is expected to take place, and dealing
in the Placing Shares to commence, at 8.00 a.m. on 14 July 2009. The issued
share capital of the Company following admission of the Placing Shares will be
59,648,261.
9 July 2009
* * ENDS * *
For further information visit www.individualrestaurantcompanyplc.co.uk or
contact:
+------------------------------------+------------------------------------+
| Enquiries: | |
| | |
+------------------------------------+------------------------------------+
| Individual Restaurant Company plc | 0161 839 5511 |
+------------------------------------+------------------------------------+
| Steven Walker | |
| Vernon Lord | |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
| Altium Capital Limited | 0161 831 9133 |
+------------------------------------+------------------------------------+
| Mike Fletcher | |
+------------------------------------+------------------------------------+
| David Foreman | |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
| College Hill | |
+------------------------------------+------------------------------------+
| Justine Warren | 020 7457 2020 |
| Matthew Smallwood | |
+------------------------------------+------------------------------------+
This announcement is for information only and shall not constitute an offer to
buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell
or issue, or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. This announcement has been issued by and is the sole
responsibility of IRC.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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