TIDMVSA
RNS Number : 5700B
VSA Capital Group PLC
18 April 2012
AIM: VSA
VSA Capital Group plc
("VSA Capital Group" or "the Company")
Redemption of Loan Notes and Issue of Equity
18 April 2012
REDEMPTION OF LOAN NOTES AND ISSUE OF EQUITY
On 5 April 2012, VSA Capital Group announced that the Board was
in discussions with the holders of the GBP300,000 nominal of
convertible loan notes of GBP1.00 each, which accrue interest at a
rate of nine per cent. per annum ("Loan Notes") which were issued
by the Company in connection with the purchase of VSA Capital
Limited.
Those discussions reached a successful conclusion and on 17
April 2012 the Company redeemed the Loan Notes, the proceeds of
which have immediately been re-invested into VSA Capital Group via
a placing of 6,000,000 new ordinary shares of 0.2p each in the
capital of the Company ("Ordinary Shares") at 5 pence per new
Ordinary Share, effectively converting the debt into equity
("Redemption"). Taken together, these transactions will generate a
cash flow benefit to the VSA Group, save on potential future
interest payments at 9% per annum and will strengthen its balance
sheet.
The Redemption constitutes a related party transaction under the
AIM Rules for Companies. With the exception of Andrew Monk, who
holds GBP100,000 nominal of the Loan Notes and is, therefore,
involved in these transactions as a related party, the directors
consider, having consulted with the Company's nominated adviser
Shore Capital & Corporate Limited, that the terms of these
transactions are fair and reasonable insofar as its shareholders
are concerned.
LYNDON CHAPMAN, FORMER NON-EXECUTIVE CHAIRMAN
On 4 March 2010 the Company confirmed that Lyndon Chapman had
agreed to act as Non-Executive Chairman for a period of two years,
the terms of his then new engagement including an allotment of
500,000 Ordinary Shares, credited as fully paid, upon termination
of his appointment. That engagement came to an end on 31 March 2012
and the issue of these shares, at par value, is included within the
new Ordinary Shares to be admitted to trading described below.
SERATA HOLDINGS LIMITED
On 8 December 2011, the Company announced a placing of new
ordinary shares in the capital of the Company and that 149,602 of
those new ordinary shares were due to be issued to Serata Holdings
Limited, the former parent company of VSA Capital Limited, under
the terms of the sale and purchase agreement relating to the latter
company. It had come to the attention of the directors of the
Company that Serata Holdings Limited was dissolved on 19 July 2011
and, accordingly, the 149,602 new Ordinary Shares scheduled to be
issued to that company did not form part of the connected placing.
Serata Holdings Limited has been re-instated by the Registrar of
Companies and the issue of a re-calculated amount of 187,640
shares, at par value, is now included in the new Ordinary Shares to
be admitted to trading described below.
DIRECTOR SHAREHOLDING
As a result of the transactions described in this announcement,
Andrew Monk is now beneficially interested in 7,400,000 Ordinary
Shares, amounting to 14.7 per cent. of the issued share capital of
the Company.
The Company has been notified that Andrew Monk, Chief Executive
Officer, has today transferred 1,270,000 ordinary shares of 0.2p
each in the capital of the Company to his self invested personal
pension (SIPP). These ordinary shares are now held for the benefit
of Mr Monk's SIPP. Following this transfer, there is no change to
Mr Monk's beneficial interest in the capital of the Company.
ADMISSION TO TRADING ON AIM
A total of 6,687,640 new Ordinary Shares will be issued pursuant
to the matters noted above and these new Ordinary Shares will rank
pari passu in all respects with the existing issued ordinary share
capital of the Company. Application has been made for the new
Ordinary Shares to be admitted for trading on AIM and trading is
expected to commence on 24 April 2012.
HOLDINGS ON COMPLETION OF THE PLACING
Set out below are the interests of the directors in the
Company's issued share capital following admission of the new
Ordinary Shares:
Aggregate interests % Aggregate %
prior to the Placing interests
after the
Placing
----------------------------------- ------- ----------- -------
Gavin Non-Exec
Casey* Chairman 1,950,000 4.46% 1,950,000 3.87%
--------- ------------ ---------- ------- ----------- -------
Andrew Chief
Monk Executive 5,400,000 12.36% 7,400,000 14.70%
--------- ------------ ---------- ------- ----------- -------
Peter Finance
Joy Director 500,000 1.44% 500,000 0.99%
--------- ------------ ---------- ------- ----------- -------
*Gavin Casey's holding includes 975,000 Ordinary Shares
beneficially held by his wife and corrects his holding disclosed on
23 February 2012, ahead of his appointment as Non-Executive
Chairman on 2 April 2012.
TOTAL VOTING RIGHTS
Following the admission of the new Ordinary Shares, the issued
share capital of the Company will increase by 15.3 per cent. to
50,363,637 ordinary shares of 0.2p each. This 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 share capital of the Company
under the Disclosure and Transparency Rules (as applied to the
Company by AIM Rule 17).
For further information, please contact:
VSA Capital Group plc
Andrew Monk, CEO 020 3005 5000
Blythe Weigh Communications
Tim Blythe 020 7138 3204
Shore Capital and Corporate Limited
Bidhi Bhoma or Toby Gibbs 020 7408 4090
Rivington Street Corporate Finance
Jon Levinson 020 7562 3357
NOTES TO EDITORS
VSA Capital Group plc is an international investment banking and
institutional broking group headquartered in London. Via its
subsidiary, VSA Capital Limited, the group provides corporate
finance, broking, research, sales and capital raising capabilities
to companies in the natural resources sectors; Oil & Gas,
Mining, Agriculture and Timber.
VSA Capital Limited is authorised and regulated by the FSA and
advises companies listed in London (AIM and the Main Market),
Canada (TSX) Australia (ASX) and the USA (OTCBB) with assets on
every continent. The firm currently has 24 retained corporate
clients with an aggregate market value of over $1bn.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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