Caledonian Trust PLC Further Leafrealm loan, related party transactions (7499D)
April 28 2017 - 10:46AM
UK Regulatory
TIDMCNN
RNS Number : 7499D
Caledonian Trust PLC
28 April 2017
Certain 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")
28 April 2017
Caledonian Trust plc
("Caledonian Trust" or the "Company")
Further loan from Leafrealm Limited
Arrangements with Leafrealm Land Limited
Related party transactions
Further Leafrealm Loan
The Company announces that on 28 April 2017 Leafrealm Limited
("Leafrealm") provided an additional loan of GBP200,000 to the
Company (the "Further Leafrealm Loan") under the existing loan
facility in place between Leafrealm and the Company, details of
which were announced on 1 July 2016. Leafrealm is a company
controlled by Douglas Lowe, Caledonian Trust's Chairman, Chief
Executive and major shareholder.
The Further Leafrealm Loan has been put in place in order to
provide the Company with further working capital and to assist the
Company in funding certain of its property developments. GBP30,000
of the Further Leafrealm Loan has been immediately drawn down by
the Company.
The Further Leafrealm Loan was agreed on the following key
terms:
- The Further Leafrealm Loan carries an annual interest rate of
3% above the base rate of the Bank of Scotland from time to time
(currently 0.25%). Interest shall be paid in quarterly
instalments.
- Leafrealm has agreed to waive the margin element of the
interest until further notice, resulting in the effective annual
interest rate on the Further Leafrealm Loan being the base rate of
the Bank of Scotland from time to time. Leafrealm will be entitled
to re-instate the margin at any time;
- The Further Leafrealm Loan will not be convertible into new ordinary shares in the Company;
- The Further Leafrealm Loan is repayable on demand by Leafrealm
giving 12 months and 1 day's written notice requiring
repayment;
- The Further Leafrealm Loan has no specific loan maturity date; and
- The Further Leafrealm Loan is unsecured.
The Further Leafrealm Loan is separate to the existing
GBP360,000 loan facility (the "Brunstane Loan Facility"), also from
Leafrealm, put in place to provide funding for the construction of
two new semi-detached houses at Brunstane Road South, Edinburgh,
Scotland, details of which were previously announced on 16
September 2016 and 17 February 2017. As at the date of this
announcement, a total of GBP310,000 has been drawn down under the
Brunstane Loan Facility. The Board intends to continue to draw down
on the Brunstane Loan Facility until construction on the houses has
been completed.
Following the draw down of GBP30,000 under the Further Leafrealm
Loan, the aggregate amount advanced by Leafrealm to the Company
across various loan arrangements totals GBP4,020,000 as at the date
of this announcement.
Related party transaction
Leafrealm is a company controlled by Douglas Lowe, Caledonian
Trust's Chairman, Chief Executive and major shareholder and, as
such, is considered a related party of the Company for the purposes
of the AIM Rules for Companies. The provision of the Further
Leafrealm Loan constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Having consulted with the
Company's nominated adviser, Allenby Capital Limited, the Company's
directors, with the exception of Mr Lowe, consider that the terms
of the Further Leafrealm Loan are fair and reasonable insofar as
Caledonian Trust's shareholders are concerned.
Arrangements with Leafrealm Land Limited
As referred to in the Company's report and annual results for
the year ended 30 June 2016 (as announced on 23 December 2016),
contracting work on certain of the Company's development and
investment property sites is undertaken by Leafrealm Land Limited
("Leafrealm Land"), a company under the control of Douglas Lowe,
Caledonian Trust's Chairman, Chief Executive and major shareholder,
and therefore classified as a related party for the purposes of the
AIM Rules for Companies.
To date, there has been no formal agreement between the Company
and Leafrealm Land. Leafrealm Land's work is undertaken on an ad
hoc basis as part of the Company's ordinary course of business and
is charged by Leafrealm Land at cost price/rates which do not
exceed normal commercial rates.
The Company's costs incurred from Leafrealm Land have increased
substantially over the last 12 months, primarily as a result of the
increased workload at the Company's Belford Road development site
in Edinburgh. Leafrealm Land has today charged the Company a total
of GBP62,900 for work undertaken between 1 July 2015 and 31 March
2017 with such amounts expected to accrue in full in the annual
accounts for the Company for the year ended 30 June 2017.
Related party transaction
The work undertaken by Leafrealm Land for the Company, as
detailed above, constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Having consulted with the
Company's nominated adviser, Allenby Capital Limited, the Company's
directors, with the exception of Mr Lowe, consider that the terms
of the transaction are fair and reasonable insofar as Caledonian
Trust's shareholders are concerned.
Enquiries:
Caledonian Trust plc
Douglas Lowe, Chairman and Chief Executive Officer Tel: 0131 220 0416
Mike Baynham, Finance Director Tel: 0131 220 0416
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Athanas Tel: 0203 328 5656
Charles Donaldson
This information is provided by RNS
The company news service from the London Stock Exchange
END
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