TIDMBAGR
RNS Number : 9753J
Bagir Group Ltd
15 September 2016
15 September 2016
Bagir Group Limited
("Bagir" or the "Company")
Result of fundraising
Bagir (AIM: BAGR), a designer, creator and provider of
innovative tailoring, is pleased to announce that, following its
earlier announcement, the Company has conditionally raised gross
proceeds of $8.5 million (GBP6.4 million) through the successful
subscription of 56,048,000 Subscription Shares and placing of
127,188,754 Placing Shares, in aggregate 183,236,754 New Ordinary
Shares at a price of 3.5 pence per New Ordinary Share. The Placing
has been arranged by N+1 Singer.
The net proceeds of the Fundraising (being approximately US$8.1
million) will be used to repay the Company's lenders, Bank Leumi
and Discount Bank, with the balance being used as working capital
to support the Group's business operations.
The Fundraising is conditional on, inter alia, the passing of
the Fundraising Resolutions to be proposed at the Extraordinary
General Meeting to be held at the offices of N+1 Singer, One
Bartholomew Lane London EC2N 2AX. The circular (the "Circular"),
which provides further details of the Fundraising and includes a
notice convening the Extraordinary General Meeting, is expected to
be sent to shareholders and be available on the Company's website
in the coming few days.
Eran Itzhak, CEO of Bagir, commented:
"This fundraising gives the Company the ability to complete the
restructuring agreement with the Lenders and, in so doing, to clear
all outstanding bank debt (approximately $21 million) and is the
most significant stage of our turnaround plan to date. Going
forward, our balance sheet is strengthened considerably and this
enables us to look to the future with confidence as we seek to grow
the Company. I would like to thank our customers, shareholders and
employees for their continuing support."
Directors interests
In addition, the Company announces that the Directors listed in
the table below have participated in the Fundraising. Following
announcement of the Fundraising earlier today, those Directors have
subscribed for an aggregate of 1,001,000 Placing Shares.
Immediately following Admission, the Directors will together
hold an aggregate of 1,185,508 Ordinary Shares, representing 0.46
per cent. of the Enlarged Share Capital, as set out in the table
below:
Amount Number Number Percentage
subscribed of Placing of shares of Enlarged
(GBP) Shares post Admission* Share Capital
post Admission*
Tessa Laws 10,000 286,000 310,390 0.12%
Eran Itzhak 10,000 286,000 286,000 0.11%
Samuel Vlodinger 10,000 286,000 419,333 0.16%
Donald Stewart 5,000 143,000 143,000 0.06%
Marc Zalcman** - - - -
Udi Cohen - - - -
Fiona Holmes 26,785 - 26,785 0.01%
* Assuming that no further Ordinary Shares are issued following
the date of this announcement
** Marc Zalcman owns the entire issued share capital of Man
Capital Holdings Ltd. which owns 2.08% of the current issued share
capital of the Company. Man Capital Holdings Ltd. also owns 14 per
cent. of S.G. Textile Holdings Ltd.. S.G. Textile Holdings Ltd.
owns 1.14 per cent. of the issued share capital of the Company. The
remaining 86 per cent. of S.G. Textile Holdings Ltd is owned by
Siverboim Holdings Ltd., a company wholly owned by Zvika Barinboim.
Zvika Barinboim is also the sole owner of Barinboim Properties Ltd,
a substantial Shareholder of the Company. Man Capital Holdings Ltd.
is subscribing for 7,846,720 Subscription Shares as part of the
Fundraising.
The participation by such Directors in the Placing constitutes
related party transactions for the purposes of the AIM Rules. The
independent directors for the purposes of the Placing (being the
remaining Directors not participating in the Placing and comprising
Fiona Holmes and Udi Cohen), having consulted with the Company's
nominated adviser, N+1 Singer, consider that the terms of the
related party transaction are fair and reasonable insofar as the
Shareholders are concerned.
Shareholder interests
The following Shareholders holding, as at the date of this
Announcement, directly or indirectly, 10 per cent. or more of the
Existing Ordinary Shares are participating in the Fundraising at
the Issue Price:
As at the date of Immediately following
this Document Admission
No. of Ordinary Percentage No. of Percentage
Shares of Existing Ordinary of Enlarged
Share Capital Shares* Share Capital*
Hargreave
Hale 8,727,570 17.31% 51,516,324 20.26%
Miton Asset
Management 7,532,492 14.94% 45,758,492 18.00%
Barinboim
Properties
Ltd.** 6,429,670 12.75% 54,630,950 21.49%
* Assuming that no further Ordinary Shares are issued following
the date of this Announcement
** Barinboim Properties Ltd. also owns the entire issued share
capital of Siverboim Holdings Ltd. which in turns owns 86 per cent.
of S.G. Textile Holdings Ltd.. S.G. Textile Holdings Ltd. owns 1.14
per cent. of the issued share capital of the Company. The remaining
14 per cent. of S.G. Textile Holdings Ltd is owned by Man Capital
Holdings Ltd., a company wholly owned by Marc Zalcman a Director of
the Company.
The participation in the Fundraising by such substantial
Shareholders in the Company constitute related party transactions
for the purposes of the AIM Rules. The independent directors
(comprising those Directors unconnected to such substantial
Shareholders being Tessa Laws, Samuel Vlodinger, Donald Stewart,
Udi Cohen, Eran Itzhak and Fiona Holmes), having consulted with the
Company's nominated adviser, N+1 Singer, consider that the terms of
the related party transaction are fair and reasonable insofar as
Shareholders are concerned.
Expected timetable
Posting of the Circular 15 September 2016
Latest time and date for 10.00 a.m. on 19 October
receipt of Forms of Proxy 2016
for the Extraordinary General
Meeting
Time and date of Extraordinary 10.00 a.m. on 21 October
General Meeting 2016
Admission and commencement 8.00 a.m. on 25 October
of dealings in the 2016
New Ordinary Shares
Terms used but not defined in this Announcement shall have the
meanings given to such terms in the Circular.
Enquiries:
Bagir Group Limited
Eran Itzhak, Chief Executive Officer +44 (0) 1483
Udi Cohen, Chief Financial Officer 751577
N+1 Singer (Nominated Adviser &
Broker)
Alex Price +44 (0)20 7496
Nic Hellyer 3000
Novella Communications (Financial
PR)
Tim Robertson +44 (0)20 7282
Toby Andrews 2948/1068
About Bagir Group
A global innovative tailoring provider, Bagir Group specializes
in developing, manufacturing and marketing of high quality men and
women's tailored fashions. Bagir Group leverages their Global
Presence, Vertical Structure & Innovation in order to provide
consumers with the ultimate wearing experience combining fashion,
comfort, performance and value.
At Bagir Group, focus on excellence in design and innovation
throughout the entire value chain is a fundamental platform for
achieving their goals. Strategic partnerships with retail customers
keep Bagir Group in tune with the latest industry needs and trends
while helping ensure their customers' competitiveness and consumer
satisfaction.
Bagir Group markets their suits, jackets and trousers under
retail private labels as well as world renowned brands such as
AR-RED, and Jay Godfrey. From fiber to fabric, from design to
display, Bagir Group is among the world's most innovative tailoring
providers. The latest innovations introduced by Bagir Group include
stylishly designed concepts from flexible and stretchable clothes
to machine washable suits and airy all-climate garments. At Bagir
Group, innovation means delivering consumers with clothes and suits
that offer perfect performance backed by an experience of pure
comfort and style.
Bagir Group was established in 1961 and was admitted to AIM on
15th April 2014 (ticker:BAGR). http://www.bagir.com/index.html
DEFINITIONS
In this Announcement:
"Admission" means the admission of the Fundraising Shares to
trading on AIM becoming effective in accordance with the AIM Rules
for Companies;
"AIM" means the market of that name operated by the London Stock
Exchange;
"AIM Rules" means the provisions of the London Stock Exchange
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
"Announcement" means this announcement;
"Bank Leumi" means Bank Leumi Le Israel B.M.;
"Circular" means the circular to be issued by the Company to the
holders of Ordinary Shares containing, inter alia, further details
of the Proposals and the Notice of General Meeting;
"Directors" means the directors of the Company;
"Discount Bank" means Israel Discount Bank Ltd.;
"Enlarged Share Capital" means the issued share capital of the
Company immediately following Admission comprising the Existing
Ordinary Shares and the New Ordinary Shares;
"Existing Ordinary Shares" means the 50,428,660 Ordinary Shares
in issue at the date of this Annoucement, all of which are admitted
to trading on AIM and being the entire issued ordinary share
capital of the Company;
"Extraordinary General Meeting" means the extraordinary general
meeting of the Company to be held at the offices of N+1 Singer, One
Bartholomew Lane London EC2N 2AX at 10 a.m. on 21 October 2016,
notice of which will be set out at the end of the Circular;
"Fundraising" means the Placing and the Subscription;
"Fundraising Resolutions" means those of the Resolutions that
relate to the Fundraising;
"Fundraising Shares" means the Placing Shares and the
Subscription Shares;
"Group" means the Company and its subsidiaries as at the date of
this Announcement;
"Issue Price" means 3.5 pence per Placing Share and Subscription
Share;
"Lenders" means Bank Leumi and Discount Bank;
"Lender Shares" means the 20,551,247 Ordinary Shares to be
issued to the Lenders on Admission;
"London Stock Exchange" means the London Stock Exchange plc;
"New Ordinary Shares" means the Fundraising Shares and the
Lender Shares;
"Notice of Extraordinary General Meeting" means the notice
convening the Extraordinary General Meeting which is set out at the
end of the Circular;
"Ordinary Shares" means the ordinary shares of 0.04 New Israeli
Shekels each in the capital of the Company;
"Placing" means the conditional placing of the Placing Shares by
N+1 Singer, as agent on behalf of the Company, pursuant to the
Placing Agreement, further details of which were set out in the
Company's previous announcement;
"Placing Agreement" means the conditional agreement dated 14
September 2016 made between N+1 Singer and the Company in relation
to the Placing;
"Placing Shares" means the 127,188,754 new Ordinary Shares to be
issued pursuant to the Placing;
"Proposals" means the Fundraising together with the issue of the
Lender Shares and other related matters as more fully described in
the Company's previous announcement and the Circular;
"Resolutions" means the resolutions set out in the Notice of
Extraordinary General Meeting;
"Shareholders" means holders of the Existing Ordinary
Shares;
"Subscribers" means Barinboim Properties Ltd. and Man Capital
Holdings Ltd.;
"Subscription" means the conditional subscription by the
Subscribers for the Subscription Shares;
"Subscription Shares" the 56,048,000 Ordinary Shares to be
issued to the Subscribers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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