Share Placing
15 Junho 2005 - 11:09AM
UK Regulatory
RNS Number:6074N
Charlton Athletic PLC
15 June 2005
CHARLTON ATHLETIC PLC
15 JUNE 2005
Charlton Athletic PLC - ("the Company") - Placing of New Ordinary Shares
The Company is pleased to announce the placing, conditional upon shareholder
approval, of 9,208,333 new ordinary shares ("New Shares") representing 14.35 per
cent. of the enlarged issued share capital of the Company at a placing price of
60p per share ("the Placing"). Irrevocable undertakings to subscribe for New
Shares have been entered into by certain directors of the Company, existing
shareholders and by a new investor, Derek Chappell, who will be appointed as a
non-executive director to the Board of the Company on completion of the Placing.
The Placing proceeds of approximately #5.525 million, before expenses, will be
used to develop and strengthen the current first team squad at the football club
and for the Company's other working capital requirements.
The Placing is conditional upon the passing of ordinary and special resolutions
of the Company at an Extraordinary General Meeting (the "EGM") to increase the
authorised share capital of the Company, to authorise the directors to allot the
New Shares and generally thereafter and also to allot such New Shares and
certain future allotments, without regard to shareholders' statutory pre-emption
rights. A circular is being posted to shareholders today containing notice of
the EGM to be held at The Valley, Floyd Road, London SE7 8BL at 11.00 am on
Friday, 8th July 2005.
Further information is contained in the circular and notice of EGM, copies of
which are available at the Company's offices at The Valley, Floyd Road, London
SE7 8BL.
The Placing is also conditional on Admission of the New Shares to trading on the
AIM market of the London Stock Exchange ("AIM"), ("Admission").
Under the Placing, the following directors of the Company, certain family
members or pension schemes have irrevocably undertaken to subscribe for
1,291,666 New Shares, for a total aggregate amount of #774,999. On Admission of
the New Shares, the interests of the directors and certain family members for
the purposes of section 324 of the Companies Act 1985 will be as follows:
Current number of New Shares Number of ordinary Percentage of
ordinary shares subscribed for in shares and New issued share
held the Placing Shares held capital owned
following the following the
Placing Placing
Andrew Murray (son 591,799 404,638 996,437 1.55%
of Richard Murray)
Hannah Murray 371,305 428,695 800,000 1.25%
(daughter of
Richard Murray)
Robert Whitehand 6,489,349 250,000 6,739,439 10.50%
David Sumners 3,193,185 125,000 3,318,185 5.17%
Gideon Franklin and 2,440,130 83,333 2,523,463 3.93%
Mioko Franklin
Richard Murray and the shareholders that constitute a concert party of Mr Murray
will hold 27.44% in aggregate of the issued share capital following the Placing.
Since the aggregate amount of the proceeds of the proposed allotment of New
Shares to directors and related parties exceeds 5% of the total aggregate amount
of the proceeds of the Placing as a whole, the Placing represents a related
party transaction under Rule 13 of the AIM Rules. In the opinion of the
directors of the Company not taking up shares under the placing ("the
Independent Directors") being Gregory Bone, Michael Grade, Michael Stevens and
Martin Simons, having consulted with the Company's Nominated Adviser, Teather &
Greenwood Limited ("Teather & Greenwood"), the terms of the Placing and in
particular, the terms of the subscription for the New Shares by the above named
directors and their family members under the Placing are fair and reasonable
insofar as the shareholders of the Company are concerned.
The Independent Directors unanimously recommend shareholders to vote in favour
of the resolutions to be proposed at the EGM. The Board, which controls the
voting rights in respect of 60.5% of the issued ordinary share capital of the
Company (prior to the Placing) intends to vote in favour of the resolutions.
Application has been made to the London Stock Exchange for the New Shares to be
admitted to AIM. Dealings in the New Shares are expected to commence on 11 July
2005. The New Shares will, when issued, rank pari passu in all respects with the
existing ordinary shares.
For further information, contact details are:
Charlton Athletic plc
Richard Murray, Chairman 0208 333 4000
Nigel Capelin, Deputy Chief Executive
Teather & Greenwood Limited
Jeff Keating 0207 426 9000
END
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END
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