TIDMDUKE
RNS Number : 4657Y
Duke Royalty Limited
05 December 2017
Duke Royalty Limited
("Duke Royalty" or the "Company")
Result of the Fundraising and Notice of EGM
Further to the announcement released by the Company dated 4
December 2017 (the "Fundraising Announcement"), the Company is
pleased to announce that it has successfully raised GBP20.0 million
before expenses and will, subject to Shareholder approval as noted
below, apply for its shares to be admitted to AIM with admission
expected to take place at 8.00 a.m. on or around 22 December
2017.
DEFINITIONS
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Fundraising
Announcement.
Result of Fundraising
Pursuant to the Fundraising Announcement, the Company is pleased
to announce that a total of 50,000,000 New Shares have been
successfully placed or subscribed for in the Company at a price of
40 pence per New Share, with new and existing institutional
investors, as well as certain Directors. Pursuant to the
Fundraising, the Company has raised gross proceeds of GBP20.0
million (net proceeds of approximately GBP18.8 million after
expenses).
Cenkos Securities plc and Mirabaud Securities Limited acted as
joint bookrunners in connection with the Placing. Grant Thornton
acted as nominated adviser to the Company.
Notice of Extraordinary General Meeting ("EGM")
The Fundraising is conditional on Shareholders passing a
resolution authorising the Directors to allot the New Shares as if
the rights of pre-emption in Article 4.2 of the Articles of the
Company did not apply to any such issue. An extraordinary
resolution is passed where no less than 75 per cent. of those
present and entitled to vote, or voting by proxy, in a general
meeting vote in favour for it to be passed.
The EGM of the Company is to be held at 10:00 a.m. on 21
December 2017 at the offices of Trident Trust 4th Floor, West Wing,
Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1
2JA.
A copy of the circular and Notice of EGM will be posted to
Shareholders today and will shortly be available on the Company's
website at www.dukeroyalty.com.
Recommendation
The Directors recommend that Shareholders should vote in favour
of the Resolution, as they intend to do in respect of their
combined holdings of 6,075,000 Existing Ordinary Shares,
representing 13.39 per cent. of the issued share capital of the
Company.
Expected Timetable of Principal Events
Announcement of the result 5 December
of the Fundraising and 2017
Notice of EGM
Circular and Form of Proxy 5 December
published 2017
Latest date and time for 10:00 a.m. 19 December
receipt of proxy forms 2017
Extraordinary General Meeting 10:00 a.m. 21 December
2017
Announcement of the results 10:00 a.m. 21 December
of the Extraordinary General 2017
Meeting
Admission and commencement 8.00 a.m. 22 December
of dealings in New Shares 2017
New Shares in uncertificated As soon as 22 December
form expected to be credited possible 2017
to accounts in CREST after 8.00
a.m.
Despatch of definitive Within 10 business days
share certificates for of Admission
the New Shares in certificated
form
Share issue pursuant to Support Services Agreement
As previously announced by the Company, under the terms of the
Support Services Agreement dated 16 June 2015 made between the
Company and Abingdon Capital Corporation ("Abingdon"), 1,500,000
new Ordinary Shares ("Incentive Shares") are to be issued following
the successful completion of the first and second royalty debt
instruments of the Company and in satisfaction of all Incentive
Share obligations. Following the royalty arrangements, as announced
on 6 April 2017 and 6 October 2017, the Company will issue these
1,500,000 shares as directed by Abingdon, being 1,070,193 to
Abingdon and 429,807 to Arlington Group Asset Management Limited
("Arlington").
Total Voting Rights
Pursuant to the Fundraising, application will be made for the
admission of the New Shares, and pursuant to the Support Services
Agreement, the Incentive Shares, to trading on AIM ("Admission").
Subject to the Placing Agreement not having been terminated in
accordance with its terms and the passing of the Resolution at the
EGM of the Company, it is anticipated that Admission will occur at
8.00 a.m. on 22 December 2017. The New Shares and the Incentive
Shares will be credited as fully paid and rank pari passu with the
Existing Ordinary Shares.
Following Admission, the Company will have a total of 96,877,459
Ordinary Shares in issue. This figure may be used by shareholders
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 Company, under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Directors' shareholdings
The following Directors participated in the Fundraising as
follows:
Name No. of No. of Incentive Total Percentage
Existing New Shares Shares holding of
Ordinary to be enlarged
Shares issued issued
to Abingdon share
/ Arlington capital
following
Admission
----------------- ---------- ------------ ------------- ---------- -----------
Neil Johnson
(1) 1,760,000 252,000 1,070,193 3,082,193 3.2
----------------- ---------- ------------ ------------- ---------- -----------
Charles
Cannon-Brookes
(2) 3,100,000 998,000 429,807 4,527,807 4.7
----------------- ---------- ------------ ------------- ---------- -----------
(1) Of these, currently 500,000 are legally owned by Abingdon.
Mr Johnson is Abingdon's sole voting shareholder. Following the
issue of Incentive Shares, Abingdon will legally own 1,570,193
Ordinary Shares on Admission.
(2) Of this holding, prior to the Fundraising 1,500,000 Ordinary
Shares are legally owned by Arlington and Arlington has subscribed
for 525,000 New Shares, representing GBP210,000 in the Fundraising.
Mr Cannon-Brookes is the investment director of Arlington and holds
40 per cent. of the voting shares of Arlington. Mr Cannon-Brookes
has subscribed in his own name for 473,000 New Shares, representing
GBP189,200, in the Fundraising. Following the issue of Incentive
Shares, Arlington will legally own 2,454,807 Ordinary Shares on
Admission.
Related Party Transactions
The participation in the Fundraising by the Directors and their
associates, set out in the above table, is deemed to be a related
party transaction pursuant to the AIM Rules. In addition, Hargreave
Hale Limited, a substantial shareholder in the Company, has agreed
to subscribe for 8,265,000 shares in the Fundraising which also
falls to be treated as a related party transaction under the AIM
Rules.
The directors independent of the participation in the
Fundraising (being the directors excluding Charlie Cannon Brookes
and Neil Johnson), consider, having consulted with the Company's
nominated adviser, Grant Thornton, that the terms of the Directors'
and their associates' participation in the Fundraising are fair and
reasonable insofar as the Company's Shareholders are concerned. The
directors consider, having consulted with the Company's nominated
adviser, Grant Thornton, the participation of Hargreave Hale
Limited in the Fundraising to be fair and reasonable insofar as the
Company's Shareholders are concerned.
For further information, please contact:
Duke Royalty Limited Neil Johnson / Charlie Cannon-Brookes
+44 (0) 1481 741 240
Grant Thornton UK LLP Colin Aaronson / Samantha
(Nominated Adviser) Harrison / Carolyn Sansom
+44 (0) 20 7383 5100
Cenkos Securities plc Julian Morse / Michael Johnson
(Joint Broker)
+44 (0) 207 397 8900
Mirabaud Securities Peter Krens / Edward Haig-Thomas
Limited (Joint Broker)
+44 (0) 20 3167 7222
Prior to publication, certain information contained within this
Announcement was deemed to constitute inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
("MAR"). In addition, certain market soundings (as defined in MAR)
were taken in respect of the Fundraising with the result that
certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. As a result of the publication of this
Announcement, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
About Duke Royalty
Headquartered in Guernsey, Duke Royalty Limited provides
alternative financing solutions to a diversified range of
businesses in Europe and abroad. Duke Royalty's experienced team
and exclusive partnership provide financing solutions to private
companies that are in need of capital but whose owners wish to
maintain equity control of their business. Duke Royalty's royalty
investments are intended to provide robust, stable, long term
returns to its Shareholders.
Duke Royalty is listed on the AIM market under the ticker DUKE.
For more information, visit www.dukeroyalty.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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