21 March 2014
C A Sperati plc
("CAS" or the "Company")
Cancellation of admission to the premium segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange and commencement of trading on AIM
CAS is pleased to announce that as of 8.00 a.m. on 24 March 2014 the cancellation of admission to the premium segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange and commencement of trading on AIM will become effective ("Admission").
In addition the Company has successfully raised £250,000 (approximately £213,400 net of expenses related to the admission to AIM ("Admission") and the placing) through a placing of 6,250,000 ordinary shares of 0.5 pence each ("Ordinary Shares") at 4 pence per share, in the capital of the Company with institutional and other investors ("Placing"). The Placing proceeds are to be used by the Company to repay a loan of £12,000 made by Teather & Greenwood Ltd (a company wholly owned by Jason Drummond) to the Company and as general working capital in order to assist the Company in the implementation of its strategy.
Directors Jason Drummond and Oliver Fattal are each taking Ordinary Shares in the Placing as to 932,200 and 207,800 respectively.
The participation of Jason Drummond and Oliver Fattal in the Placing is a related party transaction, as defined in the AIM Rules. Nilesh Jagatia, the only independent Director for the purposes of the participation in the Placing, considers, having consulted with Beaumont Cornish Limited, that the terms of the Placing and the participation by Jason Drummond and Oliver Fattal are fair and reasonable insofar as its shareholders are concerned.
In addition, on Admission to AIM, the Company will be issuing:-
- 625,000 Ordinary Shares to Jason Drummond (a Director) as an arrangement fee for a loan which was made available to the Company on 19 December 2013;
- 692,700 Ordinary Shares to Oliver Fattal (a Director) in accordance with an agreement for payment of accrued salary;
- 692,700 Ordinary Shares to Richard Woodbridge (a former Director) in accordance with an agreement for payment of accrued salary; and
- 81,478 Ordinary Shares to Kevin Jackson (a former Director) in lieu of expenses owed.
The arrangement fee of 625,000 Ordinary Shares to be issued to Jason Drummond on Admission, in consideration for providing the Director Facility and the Director Facility itself (as further detailed in paragraph 4.1.7 of Part VI of the Class One Circular dated 26 November 2013 and sent to Shareholders), are related party transactions, as defined in the AIM Rules. The Directors of the Company (other than Jason Drummond, who is precluded under the AIM Rules from such considerations) consider, having consulted with Beaumont Cornish Limited, that the terms of the Director Facility and the arrangement fee are fair and reasonable insofar as its shareholders are concerned.
On Admission Jason Drummond will hold 1,557,200 Ordinary Shares representing approximately 8.08% of the issued share capital of the Company and Oliver Fattal will hold 2,260,500 Ordinary Shares representing approximately 11.72% of the issued share capital of the Company.
For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company announces that following:
On Admission the Company's issued share capital will consist of 19,283,478 Ordinary Shares of 0.5 pence each in the capital of the Company, with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares in the Company with voting rights will be 19,283,478.
The above figure of 19,283,478 Ordinary Shares may be used by Shareholders, on Admission, 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 Financial Conduct Authority's Disclosure and Transparency Rules.
Contacts:
Jason Drummond, CAS - 020 8858 7069
Roland Cornish / Emily Staples, Beaumont Cornish Limited - 0207 628 3396
