Result of the Fundraising and Notice of EGM

RNS Number : 4657Y

Duke Royalty Limited

05 December 2017

 

Duke Royalty Limited

("Duke Royalty" or the "Company")

Result of the Fundraising and Notice of EGM

Further to the announcement released by the Company dated 4 December 2017 (the "Fundraising Announcement"), the Company is pleased to announce that it has successfully raised £20.0 million before expenses and will, subject to Shareholder approval as noted below, apply for its shares to be admitted to AIM with admission expected to take place at 8.00 a.m. on or around 22 December 2017.

DEFINITIONS

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Fundraising Announcement.

Result of Fundraising

Pursuant to the Fundraising Announcement, the Company is pleased to announce that a total of  50,000,000 New Shares have been successfully placed or subscribed for in the Company at a price of 40 pence per New Share, with new and existing institutional investors, as well as certain Directors. Pursuant to the Fundraising, the Company has raised gross proceeds of £20.0 million (net proceeds of approximately £18.8 million after expenses).

Cenkos Securities plc and Mirabaud Securities Limited acted as joint bookrunners in connection with the Placing. Grant Thornton acted as nominated adviser to the Company.

Notice of Extraordinary General Meeting ("EGM")

The Fundraising is conditional on Shareholders passing a resolution authorising the Directors to allot the New Shares as if the rights of pre-emption in Article 4.2 of the Articles of the Company did not apply to any such issue.  An extraordinary resolution is passed where no less than 75 per cent. of those present and entitled to vote, or voting by proxy, in a general meeting vote in favour for it to be passed.

The EGM of the Company is to be held at 10:00 a.m. on 21 December 2017 at the offices of Trident Trust 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1 2JA.

A copy of the circular and Notice of EGM will be posted to Shareholders today and will shortly be available on the Company's website at www.dukeroyalty.com.

Recommendation

The Directors recommend that Shareholders should vote in favour of the Resolution, as they intend to do in respect of their combined holdings of 6,075,000 Existing Ordinary Shares, representing 13.39 per cent. of the issued share capital of the Company.

Expected Timetable of Principal Events

Announcement of the result of the Fundraising and Notice of EGM		5 December 2017
Circular and Form of Proxy published		5 December 2017
Latest date and time for receipt of proxy forms	10:00 a.m.	19 December 2017
Extraordinary General Meeting	10:00 a.m.	21 December 2017
Announcement of the results of the Extraordinary General Meeting	10:00 a.m.	21 December 2017
Admission and commencement of dealings in New Shares	8.00 a.m.	22 December 2017
New Shares in uncertificated form expected to be credited to accounts in CREST	As soon as possible after 8.00 a.m.	22 December 2017
Despatch of definitive share certificates for the New Shares in certificated form	Within 10 business days of Admission

Share issue pursuant to Support Services Agreement

As previously announced by the Company, under the terms of the Support Services Agreement dated 16 June 2015 made between the Company and Abingdon Capital Corporation ("Abingdon"), 1,500,000 new Ordinary Shares ("Incentive Shares") are to be issued following the successful completion of the first and second royalty debt instruments of the Company and in satisfaction of all Incentive Share obligations. Following the royalty arrangements, as announced on 6 April 2017 and 6 October 2017, the Company will issue these 1,500,000 shares as directed by Abingdon, being 1,070,193 to Abingdon and 429,807 to Arlington Group Asset Management Limited ("Arlington").

Total Voting Rights

Pursuant to the Fundraising, application will be made for the admission of the New Shares, and pursuant to the Support Services Agreement, the Incentive Shares, to trading on AIM ("Admission"). Subject to the Placing Agreement not having been terminated in accordance with its terms and the passing of the Resolution at the EGM of the Company, it is anticipated that Admission will occur at 8.00 a.m. on 22 December 2017. The New Shares and the Incentive Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares.

Following Admission, the Company will have a total of 96,877,459 Ordinary Shares in issue.  This figure may be used by shareholders 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 Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. 

Directors' shareholdings

The following Directors participated in the Fundraising as follows:

Name	No. of Existing Ordinary Shares	No. of New Shares	Incentive Shares to be issued to Abingdon / Arlington	Total holding	Percentage of enlarged issued share capital following Admission
Neil Johnson (1)	1,760,000	252,000	1,070,193	3,082,193	3.2
Charles Cannon-Brookes (2)	3,100,000	998,000	429,807	4,527,807	4.7

 (1) Of these, currently 500,000 are legally owned by Abingdon. Mr Johnson is Abingdon's sole voting shareholder. Following the issue of Incentive Shares, Abingdon will legally own 1,570,193 Ordinary Shares on Admission.

(2)  Of this holding, prior to the Fundraising 1,500,000 Ordinary Shares are legally owned by Arlington and Arlington has subscribed for 525,000 New Shares, representing £210,000 in the Fundraising.  Mr Cannon-Brookes is the investment director of Arlington and holds 40 per cent. of the voting shares of Arlington. Mr Cannon-Brookes has subscribed in his own name for 473,000 New Shares, representing £189,200, in the Fundraising. Following the issue of Incentive Shares, Arlington will legally own 2,454,807 Ordinary Shares on Admission.

Related Party Transactions

The participation in the Fundraising by the Directors and their associates, set out in the above table, is deemed to be a related party transaction pursuant to the AIM Rules. In addition, Hargreave Hale Limited, a substantial shareholder in the Company, has agreed to subscribe for 8,265,000 shares in the Fundraising which also falls to be treated as a related party transaction under the AIM Rules.

The directors independent of the participation in the Fundraising (being the directors excluding Charlie Cannon Brookes and Neil Johnson), consider, having consulted with the Company's nominated adviser, Grant Thornton, that the terms of the Directors' and their associates' participation in the Fundraising are fair and reasonable insofar as the Company's Shareholders are concerned. The directors consider, having consulted with the Company's nominated adviser, Grant Thornton, the participation of Hargreave Hale Limited in the Fundraising to be fair and reasonable insofar as the Company's Shareholders are concerned.

For further information, please contact:

Duke Royalty Limited	Neil Johnson / Charlie Cannon-Brookes
	[phone]
Grant Thornton UK LLP (Nominated Adviser)	Colin Aaronson / Samantha Harrison / Carolyn Sansom
	[phone]
Cenkos Securities plc (Joint Broker)	Julian Morse / Michael Johnson
	[phone]
Mirabaud Securities Limited (Joint Broker)	Peter Krens / Edward Haig-Thomas
	[phone]

Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR").   In addition, certain market soundings (as defined in MAR) were taken in respect of the Fundraising with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. As a result of the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

About Duke Royalty

Headquartered in Guernsey, Duke Royalty Limited provides alternative financing solutions to a diversified range of businesses in Europe and abroad. Duke Royalty's experienced team and exclusive partnership provide financing solutions to private companies that are in need of capital but whose owners wish to maintain equity control of their business.  Duke Royalty's royalty investments are intended to provide robust, stable, long term returns to its Shareholders.

Duke Royalty is listed on the AIM market under the ticker DUKE. For more information, visit www.dukeroyalty.com.

 

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