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Marlwood PLC
10 December 2009
Placing
Marlwood Plc (Marlwood, the Company or the Group), the Cayman Stock Exchange (CSX) listed
holding company of New BAI International Limited and The New Licence Factory Limited ("The Licence
Factory") clearance and branded merchandise retail businesses, has raised GBP 570,000
(approximately GBP 520,000 after expenses) via a placing with high net worth and sophisticated
investors, of 57,000,000 new Ordinary Shares at price of 1 penny per share (by Cenkos Channel
Islands Limited on behalf of the Company).
Highlights
* Placing to raise GBP 570,000 at a price of 1 penny per share, approximately GBP 520,000
net of expenses;
* The Placing proceeds will be used to provide capital in the Group's cash facilities in
order to:
o be well placed to acquire appropriate companies at attractive prices when the opportunity
arises; and
o accelerate the expansion of the Group's core branded merchandise business, The Licence
Factory.
* The Placing Price, of 1 penny per Ordinary Share, is the price at which the shares
originally listed on CSX in September 2009, and represents a discount to the most recently
recorded trades in the shares, which were performed at 2.5p. There has been no material changes in
the business since the listing date;
* The Placing is subject to the terms and conditions set out in the Appendix to this
announcement;
* Admission of the Placing Shares to CSX is expected to take place on Friday 11th December
2009.
The Directors of the Company take responsibility for this announcement.
For further information, please contact:
Marlwood plc
Pam Hulme, Managing Director +44 161 487 5130
Corporate Advisor
Nick Michaels, Alfred Henry Corporate Finance Limited +44 207 251 3762
Broker
Robert Tannahill, Cenkos Channel Islands Limited +44 1481 732 766
FORWARD LOOKING STATEMENTS
This announcement may contain forward-looking statements, including, without limitation,
statements containing the words 'believes', 'anticipates', 'expects', and similar expressions.
Such forward-looking statements involve unknown risks, uncertainties and other factors which may
cause the actual results, financial condition, performance or achievements of the Company, or
industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these uncertainties, prospective
investors are cautioned not to place any undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such forward-looking statements in
this announcement to reflect future events or developments.
Marlwood plc
Placing
1. Introduction
Marlwood plc is pleased to announce a placing by Cenkos Channel Islands Limited on behalf of the
Company with high net worth and sophisticated investors of 57,000,000 new Ordinary Shares (the
"Placing Shares") at price of 1 penny per share to raise GBP 570,000 (approximately GBP 520,000
after expenses). The issue of the Placing Shares will represent an increase of 5.9 per cent. in
the issued share capital of the Company.
2. Placing
Pursuant to the terms of a Placing Agreement, Cenkos Channel Islands Limited, as agent for the
Company, has agreed to place the Placing Shares with certain high net worth and sophisticated
investors, subject to the terms and conditions set out in the Appendix to this announcement.
The Placing is neither a rights issue nor an open offer and the Placing Shares will not be offered
generally to shareholders on a pre-emptive basis. The Directors believe that the considerable
extra cost and delay involved in a rights issue or open offer would not be in the best interests
of the Company in the circumstances, and accordingly, the Board considers that it is in the best
interests of the Company and shareholders as a whole for the funds to be raised through the
Placing.
The Placing Price, of 1 penny per Ordinary Share, is the price at which the shares originally
listed on CSX in September 2009, and represents a discount to the most recently recorded trades in
the shares, which were performed at 2.5p;
3. Reasons for the Placing and Use of Proceeds
The Group has raised approximately GBP 520,000 (net of expenses) to provide sufficient headroom in
its cash facilities for the following reasons:
(a) To be well placed to acquire appropriate companies at attractive prices when the
opportunity arises. In the current financial climate, the Directors are aware that potential
acquisitions may become available at very short notice, and the proceeds of the Placing will
assist in making decisions on short notice.
(b) The increased working capital as a result of the Placing will allow the Group to acquire
more stock as and when business opportunities arise, allowing potential growth of the Group's core
businesses.
(c) The funds raised by the Placing will allow the Group to repay part of its current
indebtedness.
The Directors believe the Placing will allow the Company to build on its existing assets to
further strengthen its position in its main markets.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Eligible Participants
This Appendix, including the terms and conditions of the Placing set out below, is directed only
at persons who are FSMA Qualified Investors.
In this Appendix "you" or "Placee" means any person who is or becomes committed to subscribe for
Placing Shares under the Placing.
Members of the public are not eligible to take part in the Placing.
2. Overseas jurisdictions
The distribution of the Announcement and this Appendix and the Placing and/or issue of ordinary
shares in certain jurisdictions may be restricted by law. No action has been taken by the Company
or Cenkos Channel Islands Limited that would permit an offer of ordinary shares or possession or
distribution of the Announcement and this Appendix or any other offering or publicity material
relating to such ordinary shares in any jurisdiction where action for that purpose is required.
FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and
observe any such restrictions. In particular, the Announcement does not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the
capital of the Company in the United States, Canada, Japan or Australia or in any other
jurisdiction in which such offer, solicitation, publication or distribution is or would be
unlawful. The Placing Shares have not been and will not be registered under the US Securities Act
or under the securities laws of any State or other jurisdiction of the United States, and, subject
to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in
or into the United States, or to, or for the account or benefit of, any US persons. No public
offering of the Placing Shares is being made in the United States. No money, securities or other
consideration from any person inside the United States is being solicited pursuant to the
Announcement or the Placing.
3. Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in,
the Placing. Cenkos Channel Islands Limited will arrange the Placing as agent for and on behalf of
the Company. Cenkos Channel Islands Limited will determine in its absolute discretion the extent
of each Placee's participation in the Placing, which will not necessarily be the same for each
Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe
for any Placing Shares.
Each Placee will be required to pay to Cenkos Channel Islands Limited, on the Company's behalf,
the Placing Price as the subscription sum for each Placing Share agreed to be subscribed by it
under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation
to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and
Cenkos Channel Islands Limited. Each Placee will be deemed to have read and understood this
Appendix in its entirety. To the fullest extent permitted by law and applicable FSA rules, neither
Cenkos Channel Islands Limited nor any director or employee of it shall have any liability to
Placees or to any person other than the Company in respect of the Placing.
4. Participation and settlement
Participation in the Placing is only available to persons who are invited to participate in it by
Cenkos Channel Islands Limited.
A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be
agreed orally with Cenkos Channel Islands Limited. Such agreement will constitute a legally
binding commitment on your part to subscribe for that number of Placing Shares at the Placing
Price on the terms and conditions set out or referred to in this Appendix and subject to the
Company's memorandum and articles of association. After such agreement is entered into, a written
confirmation will be dispatched to you by Cenkos Channel Islands Limited confirming the number of
Placing Shares that you have agreed to subscribe and the aggregate amount you will be required to
pay for those Placing Shares.
A settlement instruction form will accompany each written confirmation and, on receipt, should be
completed and returned to Robin Newbould at Cenkos Channel Islands Limited in accordance with the
instructions printed thereon.
If Placing Shares are to be delivered to a custodian or settlement agent, please ensure that the
written confirmation is copied and delivered immediately to the appropriate person within that
organisation.
5. No Prospectus
No prospectus has been or will be submitted for approval by the FSA in relation to the Placing or
the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the
basis of the information contained in this Announcement and a Placing letter sent to Placees.
6. Placing Shares
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares of the Company.
Application will be made for the admission of the Placing Shares to trading on CSX. It is expected
that Admission will take place, and dealings in the Placing Shares will commence, on Friday 11th
December 2009.
7. Placing Agreement
Cenkos Channel Islands Limited has, on the terms and subject to the conditions set out in the
Placing Agreement, agreed, as agent of the Company, to procure subscribers for Placing Shares at
the Placing Price.
8. Placing conditions
The Placing is conditional, inter alia, on (a) the Placing Agreement not being terminated in
accordance with its terms, (b) Admission taking place not later than 8.00 a.m. on Friday 11th
December 2009, and (c) the Placing Agreement becoming unconditional in all other respects.
If any condition in the Placing Agreement is not fulfilled or waived by Cenkos Channel Islands
Limited by the relevant time, the Placing will lapse and your rights and obligations pursuant to
the Placing shall cease and terminate at such time.
9. Payment default
Your entitlement to receive any Placing Shares will be conditional on Cenkos Channel Islands
Limited's receipt of payment by the relevant time to be stated in the written confirmation
referred to above, or by such later time and date as Cenkos Channel Islands Limited may in its
absolute discretion determine. Cenkos Channel Islands Limited may, in its absolute discretion,
waive such condition, and shall not be liable to you in the event of it deciding whether to waive
or not to waive such condition.
If you fail to make such payment by the required time for any Placing Shares (1) the Company may
release itself (if it decides, at its absolute discretion, to do so) and will be released from all
obligations it may have to allot and/or issue any such Placing Shares to you or at your direction
which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien,
forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and to the extent that you then
have any interest in or rights in respect of any such shares, (3) the Company or, as applicable,
Cenkos Channel Islands Limited may sell (and each of them is irrevocably authorised by you to do
so) all or any of such shares on your behalf and then retain from the proceeds, for the account
and benefit of the Company or, where applicable, Cenkos Channel Islands Limited (i) any amount up
to the total amount due to it as, or in respect of, subscription monies, or as interest on such
monies, for any Placing Shares, (i) any amount required to cover any stamp duty or stamp duty
reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or
commissions necessarily or reasonably incurred by it in respect of such sale, and (4) you shall
remain liable to the Company and to Cenkos Channel Islands Limited for any loss which it may
suffer as a result of it (i) not receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on
whatever terms as are actually obtained for such sale by or for it. Interest may be charged in
respect of payments not received by Cenkos Channel Islands Limited for value by the required time
referred to above at the rate of two percentage points above the base rate of Barclays Bank plc
from time to time.
10. Placees' warranties and undertakings to the Company and Cenkos Channel Islands Limited
By agreeing with Cenkos Channel Islands Limited to subscribe for Placing Shares under the Placing
you irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the
Company and Cenkos Channel Islands Limited (in its capacity as placing agent), in each case as a
fundamental term of your application for Placing Shares and of the Company's obligation to allot
and/or issue any Placing Shares to you or at your direction, that:
1 You have not offered or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom in circumstances which would result in the Placing Shares being offered
to the public in the United Kingdom within the meaning of section 85(1) of the Financial
Services and Markets Act 2000 (as amended) (FSMA).
2 You are conditionally subscribing for your Placing Participation for your own account, in
the capacity as a Qualified Investor (as defined at Section 86(7) of FSMA) and that
accordingly, you fall within the category of investor referred to in Section 86 (a) of
FSMA.
3 You undertake that you will not and will procure that no Connected Person, within the
meaning of Section 839 Income and Corporation Taxes Act 1988, shall dispose of any
interest in any Placing Shares for a period of 12 months from the date of Admission except
on an orderly market basis and through Cenkos Channel Islands Limited. For the purpose of
this paragraph 3, the expression "dispose" shall extend to any sale, transfer, charge,
pledge, gift, encumbrance or grant of any option over or in respect of or an agreement to
do any of these things (whether oral or in writing).
Save that the restriction contained in paragraph 3 shall not apply:
(a) to an acceptance of a general offer (or the giving of an irrevocable undertaking to accept
an offer) for the share capital of the Company made in accordance with the City Code on Takeovers
and Mergers;
(b) in the event of an intervening court order from a court of competent and final
jurisdiction;
(c) to a disposal pursuant to a compromise or arrangement between the Company and its
creditors or any class of them or between the Company and its members or any class of them which
is agreed to by the creditors or members and sanctioned by the High Court under the provisions of
the Companies Act 2006 or section 110 of the Insolvency Act 1986;
(d) to a disposal to trustees, pension schemes or charities;
(e) to a disposal pursuant to any offer by the Company to purchase its own shares which is made
on identical terms to the holders of shares of the same class and otherwise complies with the Companies
Act 2006;
(f) in the case of individual covenantors only, to a disposal:
(i) in the event of your death;
(ii) by you to a member of your immediate family (being our spouse or infant child or infant
grandchildren) or to your trustees, pension schemes or charities or for such a member of our
immediate family;
(iii) with the prior written consent of the Company to a transfer of Shares by us in the
instance of our suffering severe financial hardship;
provided always that in the case of transfers pursuant to paragraphs (e), (f)(i) and (f)(ii) above
the transferee agrees by deed in a form reasonably acceptable to the Company and the Company's
broker at the relevant time to be bound by the provisions of paragraph 3.
In view of the difficulties in placing a monetary value upon the effects of any breach of the
terms of the undertakings referred to in this deed, we recognise that the Company will be entitled
to seek and we shall not raise any objection to the Company seeking injunctive relief as well as
any other relief which may be appropriate under the circumstances in any court of competent
jurisdiction in the event of any breach or anticipatory breach of the obligations set out above.
The confirmations, warranties, and undertakings contained set out above will survive completion of
the Placing.
All times and dates in the Announcement are subject to amendment at the discretion of Cenkos
Channel Islands Limited.
Marlwood Plc