32Red Plc
13 March 2007
32Red Plc
('32Red' or 'the Company')
Financing restructure
The Company is pleased to announce that it has successfully renegotiated its
banking facility with RBS and has entered into a revised loan facility with them
for £3.5m (the 'New Facility'). The Company is pleased to maintain a
constructive relationship with RBS and believe that its revised gearing forms a
sound financial platform for the upcoming phase in the Company's development.
The Company also announces that it proposes to raise £3m, before expenses, by
way of a placing with institutional and other investors (the 'Placing'). The
institutional part of the placing has been fully underwritten by Numis
Securities Limited ('Numis').
The New Facility is conditional on shareholder approval being given for the
Placing at the Company's Annual General Meeting to be held on 10 April 2007 (the
'AGM') and, as is normal for such facilities, contains various covenants,
including EBITDA, gross win and cash headroom to enable RBS to monitor the New
Facility. RBS will also be receiving a warrant to subscribe for 583,333 ordinary
shares in the Company at £0.01 per share, in lieu of receiving banking fees
associated with the New Facility.
The Placing involves the issue of up to 12 million new Ordinary Shares at 25
pence per Ordinary Share. Numis, as agent for the Company, has agreed
conditionally to use its reasonable endeavours to procure subscribers for the
Placing shares and failing which to subscribe itself for the Placing shares
placed with institutional investors (which represents approximately 67% of the
Placing) pursuant to the terms of the Placing Agreement. The Placing is
conditional upon shareholder approval at the AGM. The Placing shares will
represent 17.43 per cent. of the Company's enlarged issued share capital.
Certain of the directors, founding shareholders and their connected parties have
agreed to subscribe for shares under the Placing as set out below:
Name Subscription amount (£'s) No. of new ordinary shares Existing ordinary shares Total ordinary
shares post placing
David Fish 250,000 1,000,000 8,000,000 9,000,000
Ed Ware 200,000 800,000* 17,100,000* 17,900,000
Bruno Callaghan 200,000 800,000 None 800,000
Jon Hale 100,000 400,000 None 400,000
Lauro Property
Developments ltd 200,000 800,000 2,000,000 2,800,000
*(held in Rawdon Trust)
Due to the size of some of the amounts that the directors are subscribing
relative to the entire Placing, the subscriptions by Ed Ware, David Fish, Bruno
Callaghan and Lauro Properties are considered to be related party transactions
for the purposes of the AIM Rules. As a result, the Directors (with the
exception of each of the directors involved in the related party transaction)
consider, having consulted with Numis, that the terms of the transaction are
fair and reasonable insofar as its shareholders are concerned.
Commenting on the refinancing Ed Ware, Chief Executive Officer, said:
'We are pleased that we have been able to successfully re-negotiate our banking
facilities. With this completed and the recent new appointments of Martin
Saunders and Jon Hale to the management team, we look forward to delivering on
our plans to integrate the BetDirect business that we outlined at the time of
the acquisition.'
Enquiries:
13 March 2007
32Red plc Tel: +350 49 396
Ed Ware, CEO
Jon Hale, Finance Director
Numis Tel: 020 7776 1500
Chris Wilkinson
Nick Westlake
College Hill Tel: 020 7457 2020
Matthew Smallwood
Jamie Ramsay
This information is provided by RNS
The company news service from the London Stock Exchange
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