4Less Group plc (The)
09 February 2006
The 4Less Group Plc
Fund Raising by the Company
The 4Less Group Plc (the 'Company' or '4Less') announces that the Company is
proposing to raise a minimum of £1.5 million, before expenses, and has entered
into an investment agreement (the 'Investment Agreement') with Ekwienox FX
Limited, a subsidiary of an existing shareholder, Ekwienox Limited
(collectively 'Ekwienox').
As the first stage, the Company has today raised £450,000 by way of a
convertible loan ('CL') advanced by Ekwienox. The CL is convertible into new
Ordinary Shares in the Company at 23p per share on the successful closing of the
Placing. The CL will bear interest at 7% until conversion or repayment. Failing
a successful closing of the Placing it will be convertible at Ekwienox's option
at any time up to 1 February 2007 or repayable on 30 days' notice.
In addition, the Company is proposing to raise a minimum of an additional
£1,050,000 (before expenses) by way of a placing of new ordinary shares at 23
pence per share ('the Placing'). The Placing and related subscription
arrangements will be subject to a waiver of Rule 9 of the City Code on Takeover
and Mergers ('Waiver') and to shareholder approval which is proposed to be
sought at an EGM in March 2006. The Company's largest shareholder, Mr. Charles
McLeod, with a holding of 35.9% has irrevocably agreed to vote his shares in
favour of the Placing at the EGM. Further details of the Waiver and the Placing
will be provided in the circular anticipated to be sent to shareholders around
the end of February 2006 with a view to the Placing being completed on or before
31 March 2006.
The Company plans to build its position in the United Kingdom as one of the
leading providers of services encompassing the arrangement of international
mortgages, foreign currency transfers, regular payment plans and international
insurance. In addition to foreign currency transfers for its retail client base,
the Company is planning to expand its business in the corporate sector. The new
funds will be utilised to fund this expansion programme and to install a fully
automated and integrated dealing and accounting platform to support the
anticipated volume growth.
Under the Investment Agreement, Ekwienox agreed to advance the Convertible Loan
and has conditionally agreed to invest a minimum of £1,050,000 pursuant to the
Placing. If the Placing is completed, the CL will be converted resulting in the
issue of 1,956,222 Ordinary Shares which when added to the Shares to be issued
to Ekwienox pursuant to the Placing will give Ekwienox a holding in the Company
of approximately 51% of the enlarged share capital. Subject to completion of the
Placing, Ekwienox will be granted warrants and subscription rights entitling it
to increase its holding to 65% on a fully diluted basis (assuming the number of
other shares issued following the Placing is equal to the number of shares the
subject of the Company's current existing warrants and options) by subscribing
for additional shares at 23 pence per share.
If the Placing is not completed, the conversion rights under the CL will remain
outstanding and the loan will become repayable on 30 days' notice.
Ekwienox Limited is the holding company of a group which provides a
comprehensive range of financial products and services, targeting the corporate
and end-user market place. With four core competencies: Broking, Asset
Management, Structured Finance and the provision of Specialised IT Services,
Ekwienox is a one-stop solutions provider for its clients. Ekwienox will
provide the Company with significant introductions and benefits within the
corporate sector.
The Investment Agreement and arrangements thereunder constitute related party
transactions for the purposes of the AIM Rules.
The Directors, having consulted with Corporate Synergy Plc, the Company's
nominated adviser, consider that the terms of the Investment Agreement
(including the terms of the CL and Ekwienox' participation in the Placing and
subscription rights) are fair and reasonable insofar as the Company's
shareholders are concerned.
Richard Collier (CEO of The 4Less Group PLC) said: 'We welcome the increased
role of Ekwienox in 4Less and believe that their investment in the Company and
our plans for co-operation will provide a major impetus to the development of
our Group'.
Mohammad Kousha (Group Marketing Director of Ekwienox Limited) added: 'Ekwienox
is looking forward to working with the 4Less Group to build a significant
presence in the retail and corporate FX markets in the UK. Working together we
will provide our combined client base with a comprehensive range of services in
financial products and services.'
Enquiries:
Richard Collier
The 4Less Group Plc Tel: +44(0) 207 594 0515
Olly Cairns
Corporate Synergy Plc Tel: +44 (0) 207 448 4400
Mohammad Kousha
Ekwienox Limited Tel: +44 (0) 207 594 0663
This information is provided by RNS
The company news service from the London Stock Exchange
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