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DJ Formation Group Plc GBP10million Subscription and GBP10million Loan Facility

 
TIDMFRM 
 
The information contained within this announcement is deemed by the Company to 
constitute inside information as stipulated under the Market Abuse Regulation 
(EU) No. 596/2014 ("MAR"). 
 
                              FORMATION GROUP PLC 
 
                        ('Formation' or the 'Company') 
 
          GBP10 million Subscription and GBP10 million Loan Facility 
 
Formation is pleased to announce that it has raised GBP10 million, before 
expenses, by way of a subscription for 129,696,977 new Ordinary Shares 
("Subscription Shares") at a price of 7.71 pence per Subscription Share (the 
"Subscription"). The Company has also secured a loan facility to provide 
additional funding of up to GBP10 million. 
 
Subscription 
 
The issue of the Subscription Shares is to be effected by way of a cashbox 
subscription. The Company will allot and issue the Subscription Shares on a 
non-pre-emptive basis to Zandra Holdings Limited in consideration for the 
transfer by Zandra Holdings Limited of the entire issued share capital of 
Market Equities Limited to the Company. Accordingly, instead of receiving cash 
as consideration for the issue of Subscription Shares, at the conclusion of the 
Subscription the Company will own the entire issued share capital of Market 
Equities Limited, whose sole asset is its cash reserve, which comprise GBP10 
million, which are to be distributed to the Company. Zandra Holdings Limited 
and Market Equities Limited are entities ultimately owned and controlled by the 
Kennedy Private Trust Company Limited, as Trustee of the Kennedy Family 
Discretionary Settlement. 
 
The proceeds of the Subscription will be used by the Company and its 
subsidiaries for the acquisition or development of property within the UK, the 
Irish Republic and Portugal. 
 
The Subscription is not a rights issue or open offer and the Subscription 
Shares will not be offered generally to shareholders on a pre-emptive basis. 
The Directors believe that the 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 Subscription. 
 
The Subscription Shares will, when issued, be credited as fully paid and will 
rank pari passu in all respects with the existing issued ordinary shares of 5 
pence each in the capital of the Company ("Ordinary Shares"), including the 
right to receive all dividends and other distributions declared, made or paid 
in respect of such Ordinary Shares after the date of issue of the Subscription 
Shares. 
 
Application will be made for the Subscription Shares to be admitted to trading 
on the NEX Exchange and admission is expected to become effective on or around 
6 June 2019. 
 
Following the issue of the Subscription Shares, the Company has a total of 
173,800,000 Ordinary Shares in issue which carry voting rights. 
 
The figure of 173,800,000 may be used by shareholders in the Company 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 
share capital of the Company under the Financial Conduct Authority's Disclosure 
and Transparency Rules. 
 
As a result of the Subscription, the Kennedy Private Trust Company Limited, as 
Trustee of the Kennedy Family Discretionary Settlement, is directly and 
indirectly interested in 156,641,167 Ordinary Shares, representing 89.99 % of 
the issued share capital of the Company. 
 
GBP10 million Loan Facility 
 
Zandra Holdings Limited has agreed to provide the Company a GBP10 million loan 
facility at an interest rate of 9% per annum, to be drawn down on formal 
request of the Directors (the "Loan Facility"). The Loan Facility ensures the 
Company is able to take advantage of any significant investment opportunities 
that may arise, without delay.  No funds have yet been drawn down under the 
Loan facility. 
 
Related-party Transactions 
 
David Kennedy and Patrick Kennedy are directors of Market Equities Limited and 
directors of the Kennedy Private Trust Company Limited, Trustee of the Kennedy 
Family Discretionary Settlement, and the ultimate controlling party of Zandra 
Holdings Limited. David Kennedy is the Chief Executive Officer and Patrick 
Kennedy a Non-executive Director of Formation, therefore the transaction 
constitutes a related party transaction pursuant to the NEX Exchange Growth 
Market Rules for Issuers. David Kennedy and Patrick Kennedy recused themselves 
from discussions pertaining to the Subscription and the provision of the Loan 
Facility. 
 
The Directors of the Company accept responsibility for the contents of this 
announcement. 
 
                                   --ENDS-- 
 
Enquiries: 
 
Formation Group plc                                  Tel: +44 (0) 20 7920 7590 
Noel O'Carroll - Director 
 
Peterhouse Capital Limited (Corporate Adviser)       Tel: +44 (0) 20 7469 0934 
Fungai Ndoro and Mark Anwyl 
 
 
 
END 
 

(END) Dow Jones Newswires

June 04, 2019 06:59 ET (10:59 GMT)