C A SPERATI PLC 31 March 2015
Teathers Financial Plc
("Teathers" or the "Company")
Exercise of Warrants and Extension of Subscription for Shares as a Related Party Transaction
Extension of Subscription for Shares as a Related Party Transaction
Further to the Company's announcement on 27 March 2015 entitled 'Subscription for Shares' (which contained details of an institutional subscription of 12,500,000 new Ordinary Shares of 0.5p each in the Company ("Ordinary Shares") ("the Subscription Shares") at a subscription price of 4 pence per share ("Subscription") with each Subscription Share carrying one warrant entitling the holder to subscribe for one new ordinary share in the Company up to 2 April 2016, at a price of 6 pence per share) the Company has agreed to extend its Subscription to Jonathan Rowland,through Schweco Nominees Limited. Schweco Nominees Limited, on 30 March 2015, agreed to subscribe for 1,000,000 Subscription Shares ("Extended Subscription Shares"), raising an additional £40,000 (before expenses of £2,400) for the Company on the same terms as the Subscription announced on 27 March 2015 against a middle market closing price of 4.375 pence on 27 March 2015.
The Company intends to use these additional proceeds of the Subscription to further its Investing Policy and for general working capital purposes.
The participation in the Subscription by Jonathan Rowland through Schweco Nominees Limited is a Related Party Transaction as defined in the AIM Rules for Companies by virtue of Jonathan Rowland being beneficially interested in more than 10 per cent. of the issued share capital of Teathers within 12 months of agreeing to participate in the Subscription. Mr, Jason Drummond, Mr Nilesh Jagatia and Mr Oliver Fattal, the independent Directors for the purposes of the participation of Jonathan Rowlands, through Schweco Nominees Limited, in the Subscription , consider, having consulted with Beaumont Cornish Limited, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
Following the issue of the Extended Subscription Shares Jonathan Rowland, through Schweco Nominees Limited, will hold 2,851,600 Ordinary Shares representing approximately 4.92 per cent. of the issued share capital of the Company following the issue of the Extended Subscription Shares and the Warrant Shares (defined below).
Exercise of Warrants
On 30 March 2015 Teathers received notice t o exercise warrants over 333,333 O rdi nary Shares at an exercise price of 3 p per Ord i nary Share. Accordingly, the Company h as issued, in aggregate, 333,333 new Ordinary Shares ("Warrant Shares") in settlement of this exercise (the "Warrant Exercise").
Admission and TVR
The Extended Subscription Shares and the Warrant Shares will rank pari passu with the existing Ordinary Shares and application has been made for the Extended Subscription Shares and the Warrant Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective anddealings in the Extended Subscription Shares and the Warrant Shares will commence at 8.00 a.m. on 8April 2015.
Following the Warrant Exercise and the issue of the Extended Subscription Shares , the Company's issued share ca pital will consist of 57,908,476 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. This number 57,908,476 may be used by shareholders, following the Warrant Exercise and the issue of the Extended Subscription Shares , a s 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 Rul es.
For further information please contact:
Teathers Financial Plc | |
Jason Drummond, Executive Chairman | Tel: 0207 148 3008 |
Beaumont Cornish Limited (Nominated Adviser & Joint Broker) | |
Roland Cornish / Emily Staples | Tel: 0207 628 3396 |
Peterhouse Corporate Finance (Joint Broker) | |
Lucy Williams / Duncan Vasey | Tel: 020 7469 0936 |
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