Related Party Transaction, Placing and Issue of...
Milestone Group Plc
("Milestone" or the "Company")
Related Party Transaction, Placing and Issue of Equity
Milestone Group PLC (AIM: MSG), the AIM quoted digital solutions and technology
agency, announces the issue of, in aggregate, 28,318,584 ordinary shares of 0.1
pence each in the capital of the Company (the "Ordinary Shares") to Deborah
White and Guy van Zwanenberg (together the "Related Parties") in satisfaction of
accrued but unpaid remuneration under their respective terms of engagement.
Further details of the share issue are set out below. Ms White and Mr van
Zwanenberg are existing directors of the Company.
+---------------------+---------------+------------+----------+----------+
|Name of Related Party| Number of |Amount being|Resultant |Resultant |
| |Ordinary Shares|satisfied[1]|Holding of|Percentage|
| | to be Issued | | Ordinary |Holding of|
| | | (£) | Shares | Issued |
| | | | | Ordinary |
| | | | | Shares |
+---------------------+---------------+------------+----------+----------+
|Deborah White | 26,106,195 | 295,000 |34,883,774| 16.22% |
+---------------------+---------------+------------+----------+----------+
|Guy van Zwanenberg | 2,212,389 | 25,000 |3,323,500 | 1.55% |
+---------------------+---------------+------------+----------+----------+
|Total | 28,318,584 | 320,000 |38,207,274| 17.77% |
+---------------------+---------------+------------+----------+----------+
[1] Based on the most recent placing price of 1.13 pence per Ordinary Share. The
Company's closing middle market share price on 16 December 2010 was 1.30 pence
per Ordinary Share.
The issue of the Ordinary Shares to the Related Parties, as set out above, is
considered to be a related party transaction under the AIM Rules for Companies.
The independent director of the Company (being Anthony Moss) considers, having
consulted with Strand Hanson Limited ("Strand Hanson"), that the issue of the
Ordinary Shares is fair and reasonable insofar as the Company's shareholders are
concerned.
In addition, Milestone announces that, in accordance with the terms of the
Company's engagement letter with Strand Hanson in relation to its appointment as
Nominated Adviser to the Company, the Company has allotted a further 400,000 new
Ordinary Shares to Strand Hanson at a deemed aggregate value of £5,000, based on
a price of 1.25 pence per Ordinary Share.
The Company also announces the issue of 15,000,000 Ordinary Shares to HBS 049
Limited, at a deemed aggregate value of £159,000, based on a price of 1.06 pence
per Ordinary Share, in respect of the conversion of the outstanding loan and
accrued interest thereon in accordance with the terms of the Loan Agreement, as
announced on 31 March 2010. Following this conversion, HBS 049 Limited is
interested in, in aggregate, 30,000,000 Ordinary Shares, representing
approximately 13.95 per cent. of the enlarged issued share capital of the
Company.
The Company announced on 8 June 2010 that the repayment of the loan in the sum
of £160,000, previously disclosed in Milestone's annual accounts for the year
ended 30 September 2009 as a post balance sheet event, had been extended to 1
December 2010. Repayment of this loan is currently being renegotiated. The
Directors are of the view that an appropriate repayment schedule will be agreed
with the lender that will not adversely impact the Company's working capital
requirements.
Milestone has also agreed to issue 1,966,337 Ordinary Shares to Mr Cormac A.
Crawford, at a deemed price of 1.13 pence per Ordinary Share, raising
approximately £22,220. Following admission, Mr Crawford will hold, in aggregate,
18,954,772 Ordinary Shares, representing approximately 8.81 per cent. of the
enlarged issued share capital.
The proceeds of this placing will be used to provide additional working capital
and to reduce the Company's existing liabilities. As previously announced, the
Company continues to actively manage its liabilities and is reliant on its
ability to manage the timing of settlement of such liabilities and further
fundraisings will be required in the short term.
Application will be made for, in aggregate, 45,684,921 new Ordinary Shares to be
admitted to trading on AIM, which is expected to occur by no later than 29
December 2010. Â The new Ordinary Shares will rank pari passu in all respects
with the Company's existing Ordinary Shares.
Following the above mentioned share allotments, Milestone will have in issue
215,033,881 Ordinary Shares with voting rights. The Company does not hold any
Ordinary Shares in treasury. Â The figure of 215,033,881 Ordinary Shares 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 in their interest in, the share capital of the Company under the FSA's
Disclosure and Transparency Rules.
So far as the Company is aware, and subject to any new notifications received,
the following persons will have a notifiable interest in the issued share
capital of Milestone following the above share allotments:
+-----------------------+-------------------------+----------------------------+
|Â | Current percentage |Resultant percentage holding|
| | holding | |
+-----------------------+-------------------------+----------------------------+
|Deborah Jane White | 8,777,579 (5.18%)| 34,883,774 (16.22%)|
+-----------------------+-------------------------+----------------------------+
|HBS 049 Limited | 15,000,000 (8.86%)| 30,000,000 (13.95%)|
+-----------------------+-------------------------+----------------------------+
|Cormac Crawford | 16,988,435 (10.03%)| 18,954,772 (8.81%)|
+-----------------------+-------------------------+----------------------------+
|Brett J. Desmond (all| | |
|held by IIU Nominees| | |
|Limited) | 15,929,204 (9.41%)| 15,929,204 (7.41%)|
+-----------------------+-------------------------+----------------------------+
|Lynchwood Nominees Ltd | 9,083,489 (5.36%)| 9,083,489 (4.22%)|
+-----------------------+-------------------------+----------------------------+
|Martin King | 6,667,049 (3.94%)| 6,667,049 (3.10%)|
+-----------------------+-------------------------+----------------------------+
|Reginald John Brealey| | |
|(all held by W B| | |
|Nominees Ltd) | 5,475,000 (3.23%)| 5,475,000.(2.55%)*|
+-----------------------+-------------------------+----------------------------+
|Bryan Lynam | 5,309,735 (3.14%)| 5,309,735 (2.47%)*|
+-----------------------+-------------------------+----------------------------+
* No longer representing a notifiable interest in the Company's issued share
capital.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Milestone Group PLC
Deborah White, Chief Executive Tel: 020 7929 7826
Strand Hanson Limited (Nominated Adviser)
Richard Tulloch / David Altberg Tel: 020 7409 3494
Hybridan LLP (Broker)
Claire Louise Noyce Tel: 020 7947 4350
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originality of the information contained therein.
Source: Milestone Group PLC via Thomson Reuters ONE
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