TIDMMCC
RNS Number : 2295T
Mercom Capital Plc
03 January 2017
3 January 2017
Mercom Capital Plc
("Mercom" or "the Company")
Directors and Senior Management Option Scheme
Calvet Option
Issue of Equity at 40p per share
Change of Registered Office
The Company announces that on 31 December 2016 the Board adopted
the Directors and Senior Management Option Scheme. The initial
exercise price under the Scheme was set at 35p per share,
representing a premium of 19.7 per cent. to the closing middle
market price of 29.25p per share on 30 December 2016.
The total number of options which may be granted under the
Scheme is 10,000,000 (representing approximately 27 per cent of the
Company's issued ordinary shares). On 31 December 2016, the Board
approved the following option grants under the scheme:-
Number of
options granted
Jean-Pascal (Senior Non-executive
TraniƩ Director) 2,000,000
Felipe Simonsen (Finance Director) 2,000,000
Stuart Davies (Company Secretary) 1,250,000
These options are exercisable at 35p per share and vest over a
three year period with 40 per cent. at the end of the first year, a
further 30 per cent. at the end of the second year and the final 30
per cent. at the end of the third year. It is the stated objective
of the new Board that their interests will be strongly aligned with
shareholders, being well rewarded only in the event of significant
shareholder value creation in the medium to long term.
The remaining 4,750,000 options are reserved at strike prices to
be determined, in order to provide equity incentive to attract
further proven international talent to the Company as it
develops.
Calvet Option
The Board also approved on 31 December 2016 the grant of an
option to Calvet International Limited ("Calvet") over 2,000,000
ordinary shares, exercisable at 50p per share (representing a
premium of 70.9 per cent to the closing middle market price on 30
December 2016) exercisable after six months and for a period of two
years (the "Calvet Option"). The Calvet Option was granted as
consideration for the proposals which led to the board and senior
management changes announced on 23 December 2016 which it is
intended will lead to the adoption of a new investing policy.
The Calvet Option is a related party transaction under the AIM
Rules for Companies. The Directors, having consulted with Northland
Capital Partners Limited, the Company's Nominated Adviser, consider
that the terms of the Calvet Option are fair and reasonable so far
as the shareholders of the Company are concerned.
Issue of equity at 40p per share in settlement of senior
management salaries
Each member of the senior management team is on an annual salary
of GBP24,000. In respect of the calendar year 2017, each member has
opted to receive his salary in the form of new ordinary shares at
an implied price of 40p per share (representing a premium of 35.6
per cent. to the closing middle market price on 30 December 2016)
for an aggregate total amount of GBP96,000 or a total number of
240,000 ordinary shares. These shares will be issued to each team
member on a pro-rata basis at the end of each quarter with the
first such allotment to be made during late March 2017.
Issue of equity at 40p per share in settlement of professional
and other costs
Furthermore, the Company has settled GBP330,000 of outstanding
professional fees and most of a material non-refundable investment
commitment fee through the issue of a total of 825,000 new ordinary
shares at an implied price of 40p per share (representing a premium
of 35.6 per cent to the closing middle market price). During the
transaction period which on 23 December 2016 resulted in the
appointment of the new Directors and Company Secretary, Calvet
provided an irrevocable professional cost indemnity to the benefit
of the Company. As part of the issue of 825,000 new ordinary
shares, 310,000 new ordinary shares were issued to Calvet in
reimbursement of professional costs settled by Calvet on behalf of
the Company such that Calvet's shareholding in the Company has
increased to 5,310,000 ordinary shares representing 14.21 per cent.
of the Company's enlarged issued ordinary shares. Calvet also holds
an assignable Call Option over 1,590,081 existing ordinary shares
(as disclosed on 23 December 2016) plus the aforementioned Calvet
Option for a further 2,000,000 ordinary shares.
Application will be made for the 825,000 new ordinary shares,
which rank pari passu with the Company's existing ordinary shares,
to be admitted to trading on AIM ("Admission"). It is anticipated
that Admission will be effective on 9 January 2017.
Total voting rights
The Company's share capital consists of 37,401,773 ordinary
shares with voting rights. The Company does not hold any ordinary
shares in treasury. Therefore, the total number of voting rights in
the Company is 37,401,773. 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 Company under the FCA's Disclosure
Guidance and Transparency Rules.
Change of Registered Office
The Company also announces that its registered office has
changed with immediate effect to: Cooley Services Limited,
Dashwood, 69 Old Broad Street, London EC2M 1QS.
Comment re share price movement
The Board of Mercom notes the recent share price movement and
wishes to confirm that, since the appointment of the new Board on
23 December 2016, it continues to intend to convene a General
Meeting as soon as possible for shareholders to approve the new
investment strategy and the change of name to Monchhichi plc.
Further information on the Board's plans will be provided in the
General Meeting Circular.
The Board also continues to review its equity funding options
including the previously announced potential issue of 10 million
new ordinary shares at 30p per share (although there can be no
certainty that these options will be finalised and supported by
proposed new investors). The Board also notes that at the interim
period end of 30 September 2016 the Company had (unaudited) net
assets of approximately GBP1.4m.
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
Contact:
Northland Capital Partners Limited
Nominated Adviser and Broker
Edward Hutton / Matthew Johnson +44 (0) 20 3861 6625
Buchanan
Richard Oldworth +44 (0) 20 7466 5000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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