REG - Maintel Holdings PLC - Result of Placing <Origin Href="QuoteRef">MAIH.L</Origin>

Maintel HoldingsAnnouncement

26/04/2016 16:14

RNS Number : 6720U
Maintel Holdings PLC
08 April 2016
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
8 April 2016
Maintel Holdings Plc ("Maintel" or "the Company")
Result of Placing
and 
Publication and Posting of the Admission Document and Notice of General Meeting
and
Proposed adoption of New Articles of Association
Further to the announcement released by the Company this morning at 7.01 a.m., the Company is pleased to announce that a total of 3,428,572 Placing Shares have successfully been placed at the Placing Price of 700 pence per Placing Share by finnCap Ltd as broker, raising gross proceeds of approximately 24.0 million. The Placing was significantly oversubscribed, predominantly through existing shareholders. 
The Placing and Acquisition remain conditional, inter alia, on Shareholder approval at the General Meeting which is expected to be held at 11.00 a.m. on 27 April 2015 and upon Admission becoming effective. 
The Admission Document, including details of the General Meeting and the Resolutions is now available on the Company's website www.maintel.co.uk and will be posted to Shareholders today. Trading in the Company's Ordinary Shares on AIM will shortly be resumed. 
John Booth, Chairman of Maintel, commented:
"We are delighted with the support shown for this Placing and Acquisition, which has resulted in the Placing being significantly oversubscribed. The Acquisition will be transformational for the Company and we are excited by the potential to combine the two businesses and materially expand our platform for growth. We have consistently achieved substantial post-acquisition cost savings and we are confident of realising significant synergies from this transaction that are expected to drive increased returns for Maintel's shareholders."
1. SIGNIFICANT SHAREHOLDERS AND DIRECTORS INTERESTS
The Placing Shares have been conditionally placed with new and existing shareholders, including the following Directors and significant shareholders of the Company:

Before Admission

Following Admission
Director
Number of Ordinary Shares
%
Existing Voting Rights
Number of shares subscribed for pursuant to the Placing
Number of Ordinary Shares
%
Enlarged Voting Rights
John Booth
2,760,301
25.6
571,429
3,331,730
23.5
Angus McCaffery
2,055,629
19.1
142,857
2,198,486
15.5
John Spens
1,731,171
16.1
357,143
2,088,314
14.7
Hargreave Hale Ltd1
1,461,300
13.6
1,001,040
2,462,340
17.3
Herald Investment Trust plc2
610,000
5.7
194,217
804,217
5.7
1 1,457,000 of these Ordinary Shares are held for unit trusts operated by Marlborough Fund Managers Ltd, for whom Hargreave Hale Ltd manages the investments, on a discretionary basis.
2 John Booth is a shareholder of Herald Investment Trust plc.
2. RELATED PARTY TRANSACTIONS
John Booth, Non-Executive Chairman of the Company is subscribing for a total of 571,429 Placing Shares as part of the Placing. 
Angus McCaffery, Executive Director of the Company is subscribing for a total of 142,857 Placing Shares as part of the Placing. Mr McCaffery's subscription may be through funding secured against, among other things, his existing shareholding in the Company. Disclosures will be announced by the Company in accordance with the AIM Rules in due course in such circumstances.
By virtue of Mr Booth and Mr McCaffery being Directors of the Company, their subscription for Placing Shares constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
The independent Directors (being the Directors, excluding Mr Booth and Mr McCaffery) consider, having consulted with finnCap in its capacity as Nominated Adviser to the Company, that the terms of Mr Booth's and Mr McCaffery's subscriptions in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Hargreave Hale Ltd ("Hargreave Hale") is a related party of the Company as defined by the AIM Rules by virtue of its status as a substantial shareholder. Hargreave Hale is subscribing for 1,001,040 Placing Shares as part of the Placing. 
John Spens is a related party of the Company as defined by the AIM Rules by virtue of his status as a substantial shareholder. John Spens is subscribing for 357,143 Placing Shares as part of the Placing.
The Directors consider, having consulted with finnCap in its capacity as Nominated Adviser to the Company, that the terms of Hargreave Hale's and John Spens' subscription in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Although not a related party transaction pursuant to the AIM Rules, shareholders are advised that Hopton Hill Limited, a company owned by Nicholas Taylor, Non-Executive Director of the Company, is estimated to receive a fee of approximately 60,000 in relation to the consultancy services provided around the Placing and Acquisition.
Additionally, shareholders are advised that Anchusa Consulting Limited, a company owned by Annette Nabavi, Non-Executive Director of the Company, is estimated to receive a fee of 56,000 in relation to the consultancy services provided around the Placing and Acquisition.
3. NEW ARTICLES OF ASSOCIATION
The Board proposes the adoption of the New Articles by special resolution at the General Meeting. A copy of the proposed New Articles is available for inspection at the Company's offices at 160 Blackfriars Road, London SE1 8EZ, during usual business hours on any business day up to and including the day of the General Meeting and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting. Additionally the proposed New Articles are available for inspection on the Company's website at the following address: www.maintel.co.uk. 
4. GENERAL MEETING 
Set out at the end of the Admission Document is a notice convening the General Meeting to be held on 27 April 2016 at 11.00 a.m. at the Company's offices at 160 Blackfriars Road, London SE1 8EZ at which the following Resolutions will be proposed, of which Resolutions 1 and 2 will be proposed as ordinary resolutions and Resolutions 3 and 4 will be proposed as special resolutions:
1.1 the approval of the Acquisition for the purposes of Rule 14 of the AIM Rules for Companies and the approval of the entry into the New Facilities and any drawdown under the New Facilities in excess of the limitations on borrowing powers set out in the Company's Articles;
1.2 the authorisation of the Directors to allot new Ordinary Shares in connection with the Placing;
1.3 the disapplication of statutory pre emption rights in respect of the allotment of new Ordinary Shares in connection with the Placing; and
1.4 the adoption of the New Articles.
5. ADMISSION AND CREST SETTLEMENT
As the Acquisition constitutes a reverse takeover of the Company under Rule 14 of the AIM Rules, Shareholder consent to the Acquisition is required at the General Meeting. If the Resolutions are duly passed at the General Meeting, the admission of the Company's Existing Ordinary Shares to trading on AIM will be cancelled (immediately prior to Admission) and the Enlarged Share Capital will be admitted to trading on AIM.
Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 28 April 2016.
The Placing Shares are eligible for CREST settlement. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the requirements of CREST. The New Articles permit the holding and transfer of Placing Shares to be evidenced in uncertificated form in accordance with the requirement of CREST. Accordingly, following Admission, settlement of transactions in Placing Shares may take place within the CREST system if the relevant Shareholder so wishes. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so.
Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in the Admission Document which is available on the Company's website www.maintel.co.uk. This announcement should be read in conjunction with the Admission Document.
For further information, please contact:
Maintel Holdings plc
Eddie Buxton
Mark Townsend
+44 (0)344 871 1122
finnCap (Nomad and Broker) 
Jonny Franklin-Adams
Emily Watts
Kate Bannatyne
+44 (0)20 7220 0500
Oakley Capital (Financial Adviser) 
Christian Maher
Chris Brooks
Zishaan Arshad
Victoria Boxall
+44 (0)20 7766 6900
Important Notice
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL, OR ANY SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT (I) REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (II) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES. THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED STATES, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, finnCap Ltd or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. 
finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting for Maintel and for no one else in connection with the Placing and will not be responsible to anyone other than Maintel for providing the protections afforded to clients of finnCap or for affording advice in relation to the Placing, or any other matters referred to herein.
Oakley, which is authorised and regulated in the United Kingdom by the FCA, is acting for Maintel and for no one else in connection with the Placing and will not be responsible to anyone other than Maintel for providing the protections afforded to clients of Oakley or for affording advice in relation to the Placing, or any other matters referred to herein.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

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