RM2 International SA Result of EGM, Placing proceeding and TVR (4206H)
31 July 2019 - 11:48PM
UK Regulatory
TIDMRM2
RNS Number : 4206H
RM2 International SA
31 July 2019
31 July 2019
RM2 International S.A.
("RM2" or the "Company")
Result of EGM, Placing proceeding and TVR
RM2 (LSE-AIM: RM2), the sustainable smart pallet innovator,
confirms that the Resolutions relating to the Placing put to
Shareholders at the Company's Extraordinary General Meeting of
Shareholders held today were all duly passed.
As a result, the Company will proceed with the Placing. Subject
to satisfaction of the Conditions, the Placing will result in the
share capital of the Company being increased in stages to
340,347,671 Ordinary Shares in exchange for the staged inflow of
US$6 million in new funding from Richard Cashin, the holder of 11.9
per cent. of the Company's currently issued share capital.
As set out in the Circular, the Placing will occur in two
tranches, consisting of US$3 million each. Each tranche is
subdivided into three monthly instalments of US$1 million in
exchange for the issue of 50,000,000 new Ordinary Shares. The first
instalment of US$1 million of the First Tranche Placing has been
received today, and accordingly the first instalment of 50,000,000
new Ordinary Shares of the First Tranche Placing Shares (the "First
Instalment Shares") have been issued to Richard Cashin. Following
the issue of the First Instalment Shares, Richard Cashin's
shareholding in the Company has increased to 60.7 per cent. of the
then enlarged share capital.
As set out in the Circular, completion of the First Tranche
Placing is now unconditional and it is expected that the second and
third instalments of the First Tranche Placing Shares will be
issued on or about 31 August 2019 and 30 September 2019,
respectively. Subject to satisfaction of the Conditions, the Second
Tranche Placing Shares would be issued in three monthly instalments
on or about 31 October 2019, 29 November 2019 and 30 December
2019.
Total Voting Rights
Application has been made to the London Stock Exchange for the
admission of the 50,000,000 new Ordinary Shares to be issued
(pursuant to the issue of the First Instalment Shares) to trading
on AIM, which is expected to occur at 8.00 a.m. on 1 August 2019.
Application for the admission of subsequent instalments of Placing
Shares is expected to be made such that admission to trading on AIM
will shortly follow the issuance of each instalment of Placing
Shares.
Following the issue of the First Instalment Shares, the
Company's issued share capital will be comprised of 90,347,671
Ordinary Shares, of which 193,500 Ordinary Shares are held by the
Company as non--voting treasury stock ("Treasury Shares"). The
total number of voting rights in the Company is calculated as the
number of outstanding Ordinary Shares less Treasury Shares and the
Ordinary Shares not able to be voted on due to restrictions
applicable to certain holders as specified in the Company's
Articles of Association, which results in a total voting rights
figure of 87,192,888. Shareholders may use this figure of
87,192,888 as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
change their interest in, the Company under the Financial Conduct
Authority's Disclosure and Transparency Rules.
Continued suspension from trading
As announced on 1 July 2019, as the Company and its auditors
were unable to finalise the audit of the Company's annual
consolidated financial statements for the year ended 31 December
2018 (the "2018 AFS") and publish them prior to 30 June 2019, as
required by Rule 19 of the AIM Rules for Companies, dealings in the
Company's ordinary shares were temporarily suspended from trading
on AIM with effect from 7.30 a.m. on Monday 1 July 2019. The
Company's Ordinary Shares will remain suspended from trading until
such time as the 2018 AFS have been published in compliance with
AIM Rule 19, which the Company hopes it will be in a position to
during Q3 2019, following the completion of the debt financing (if
secured) as set out in the Circular (and as referenced to in the
Company's announcement on 23 July 2019).
Unless otherwise defined, capitalised terms used in this
announcement are as defined in the Company's announcement dated 23
July 2019.
For further information:
RM2 International S.A. +352 27 44 96 53
Kevin Mazula, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Strand Hanson Limited (Nominated &
Financial Adviser and Broker) +44 (0)20 7409 3494
James Spinney / Ritchie Balmer / James
Bellman
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Notes to Editors
RM2 International S.A. specialises in smart pallet development,
manufacture, supply and management to establish a leading presence
in global pallet supply and improve the supply chain of
manufacturing and distribution businesses through the effective and
efficient use and management of composite pallets. It is quoted on
the AIM market of the London Stock Exchange under the symbol RM2.L.
For further information, please visit www.rm2.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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