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Acquisition and Notice of General Meeting

1st Sep 2010 07:00

RNS Number : 9276R
RAM Investment Group PLC
01 September 2010
 



1 September 2010

 

 

RAM INVESTMENT GROUP PLC

('RAM' or the 'Company')

 

Proposed Acquisition of TrainFX Limited ("TrainFX")

Loan Note Agreement

 

 

 

The Board of the Company announces its intention to acquire the remaining 50.1% of TrainFX through the exercise of options which will result in the Company owning a 100% interest in TrainFX ("Acquisition"). TrainFX is a high tech engineering business that develops and sells communication solutions primarily in the rail sector. Pursuant to the AIM Rules for Companies, the Acquisition will constitute a reverse takeover. It is therefore subject to Shareholder approval which will be sought at a General Meeting ("GM") of the Company to be held at 10.30 a.m. on 17 September 2010. A circular ("Circular"), which comprises an admission document, has been sent to shareholders setting out the background to and reasons for the Acquisition and explaining why the Directors consider that the Acquisition is in the best interests of the Company and recommend that Shareholders vote in favour of the resolutions to be proposed at the GM ("GM Resolutions"). The GM Resolutions proposed are as follows:

 

Resolution 1: This Resolution is to increase the authorised share capital of the Company from £13,500,000 to £15,500,000 by the creation of 200,000,000 new Ordinary Shares ranking pari passu in all respects with the existing Ordinary Shares.

 

Resolution 2: The Company is seeking a general authority for the Directors to allot Ordinary Shares for the purposes of section 551 of the 2006 Act.

 

Resolution 3: The Company is also seeking to disapply statutory pre-emption rights in relation to the authority conferred by Resolution 2 to allot Ordinary Shares. Following the passing of the resolution, the Directors will have the authority to allot Ordinary Shares (subject to limitations on the authority set out in Resolution 3) as if the pre-emption rights set out in section 561(1) of the 2006 Act did not apply to such allotment.

 

Resolution 4: The Company seeks Shareholder approval for the proposed acquisition by the Company of the 25% shareholding in TrainFX owned by VMG.

 

Resolution 5: The Company seeks Shareholder approval for the proposed acquisition by the Company of the 25.1% shareholding in TrainFX owned by OCH.

 

None of the Proposals will be implemented unless all of the GM Resolutions are passed.

 

The Acquisition will be effected through the exercise of two options. On 7 May 2009 and 25 September 2009, the Company announced the granting of two options to acquire the remaining 50.1% from Old Church Street Holdings Limited ("OCH"), which holds 25.1% of the outstanding shares in TrainFX, and the administrators of Vision Media Group (International) Plc ("VMG"), who hold the remaining 25% of the outstanding shares in TrainFX. On 5 May 2010, the Company announced that it had agreed to extend the option periods by means of a new option agreement with OCH and a variation of the option agreement with VMG.

 

On 27 August 2010, the Company entered into a new option agreement with OCH under which RAM will acquire OCH's entire holding of 25.1% of the outstanding shares in TrainFX for a consideration of 9.5 million Ordinary Shares in RAM ("OCH Option"). The increase in the number of Ordinary Shares to be issued to OCH by RAM is a consequence of OCH agreeing to extend the option twice. The OCH Option remains at RAM's call only and is exercisable at any time up to 30 September 2010.

 

On 27 August 2010, the Company also agreed the extension of the option period to acquire the shares in TrainFX held by VMG ("VMG Option") to 30 September 2010, for which the Company has paid an additional extension fee of £75,000. The main terms of the VMG Option remain as announced on 5 May 2010, namely that the consideration for the remaining 25% of the outstanding shares in TrainFX held by VMG is a combination of £300,000 in cash to be paid to the VMG administrators and a £250,000 5% convertible loan note to be issued by RAM to the first fixed charge holder over VMG's assets, which includes its holding in TrainFX. In addition, the VMG administrators have been granted an option to subscribe for 1,466,276 Ordinary Shares in RAM at the price of 13.64p per share.

 

In addition, a company advised by Thames Valley Capital Limited ("TVC") has agreed to provide the Company with a loan of £1.5 million in the form of loan notes, conditional upon the passing of the GM Resolutions and the release of certain security held by certain of the Group's creditors. On 27 August 2010, the Company entered into an escrow agreement with TVC pursuant to which the Company has agreed to execute but not date nor deliver, amongst other documents, a loan note instrument constituting £1,500,000 secured loan notes ("Loan Notes") and a warrant instrument in respect of 37,500,000 Ordinary Shares (together "Loan Documentation"). Certain of the loan monies will be used to complete the VMG Option and to repay the Company's outstanding creditors, with the balance to be used for working capital purposes. The Loan Notes are repayable on or before the second anniversary of the date of the loan note instrument and bear a fixed interest rate of 8% per annum. The Loan Notes are secured by means of a debenture over the assets of the Company and its main subsidiaries. The warrants to be issued to TVC may be exercised at any time within five years from the date of issue at the lower price of 6p per Ordinary Share or 20% above the mid-market share price of the Company on the date the Loan Documentation is completed. The agreement also grants TVC the right to appoint a director to the Board of the Company, subject to compliance with the AIM Rules for Companies.

 

Tim Baldwin, Executive Chairman of Ram, said: "The board has been impressed by the progress of Train FX since our initial acquisition of a 49.9% shareholding in May last year. TrainFX has won a number of significant contracts with major train operators since November last year. The board believe the prospects of the business going forward are very encouraging as there is also a substantial pipeline of further contracts at different stages of the bidding process. As such the board believe that it is in shareholders' best interests to acquire the shares of TrainFX not already owned. The re-admission document and debt funding announced today is a precondition of completing this and also provides sufficient working capital for the whole Group for the foreseeable future".

Further information on TrainFX, the OCH Option, the VMG Option and the loan note agreement with TVC is set out in the Circular.

 

 

 

ENDS

 

Contact:

 

For further information please call:

 

Tim Baldwin RAM Investment Group plc 0207 518 4303

 

Sandy Jamieson Libertas Capital Corporate Finance Limited 0207 569 9650

Thilo Hoffmann

 

Leo Godsall Rivington Street Corporate Finance Limited 0207 562 3364 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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