31st Oct 2012 09:52
For Immediate Release: 31 October 2012
Kingswalk Investments Limited
("Kingswalk" or "the Company")
Issue of equity and convertible loan notes to raise £246,000
Fundraising
The board of Kingswalk is pleased to announce that it has completed a fundraising of £246,000 ("Fundraising"). £121,000 has been raised through the issue, principally to employees, of 17,285,716 new ordinary shares of 0.1p each in the Company ("Subscription Shares") at a subscription price of 0.7p cash per Subscription Share and a further £125,000 through the issue, at par for cash, of 2 year 10% convertible loan notes under the Company's existing loan note instrument, as described in the announcement on 19 October 2012 ("KWI Loan Notes").
£236,000 of the proceeds of the Fundraising have been applied by the Company in purchasing additional 2 year 10% convertible loan notes ("EWMG Loan Notes") from its investee company, European Wealth Management Group plc ("EWMG"). This will provide EWMG with additional working capital. The EWMG Loan Notes are issued under the same instrument as, and are identical to, the £450,000 loan notes subscribed for by the Company from EWMG and announced to the market on 19 October 2012.
An additional 714,286 new ordinary shares of 0.1p each in the Company ("Consideration Shares") have been issued in settlement of an amount payable by the Company at an effective price of 0.7p per new ordinary share.
Related Party Matters
Equity Subscription
2,857,143 of the Subscription Shares were subscribed for by Roderick Gentry, a director of the Company ("RG Subscription") for a total consideration of £20,000. This subscription is a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies ("AIM Rules").
KWI Loan Notes
The KWI Loan Notes have been issued to three separate subscribers. For the purposes of AIM Rule 13, the subscriptions for £50,000 of KWI Loan Notes by Hearth Investments Limited ("Hearth") ("Hearth Loan Note Subscription") and £70,000 of KWI Loan Notes by Courvoisier & Associés S.A ("Courvoisier") ("Courvoisier Loan Note Subscription") are related party transactions by virtue of both Hearth and Courvoisier being substantial shareholders for the purposes of the AIM Rules. In addition, Hearth is a trust of which Tim Revill, a director of the Company, is a potential beneficiary and Kishore Gopaul, a director of the Company, is also a director and shareholder of Courvoisier.
Should Hearth or Courvoisier choose to exercise their conversion rights under the KWI Loan Notes, their shareholdings, when aggregated with their respective existing shareholdings and, in the case of Hearth, its existing holding of £200,000 of KWI Loan Notes as announced on 19 October 2012, could increase to 66,747,619 Ordinary Shares and 70,500,095 Ordinary Shares, respectively.
Subscription by the Company for EWMG Loan Notes
Under AIM Rule 13, the issue of the EWMG Loan Notes to Kingswalk ("EWMG Loan Note Subscription") is a related party transaction by virtue of Kishore Gopaul, a director of the Company, also being a shareholder and director of Courvoisier, a 31.3 per cent. shareholder in EWMG.
The independent directors, having consulted with Daniel Stewart & Company, the Company's nominated adviser, consider the terms of the RG Subscription, the Hearth Loan Note Subscription, the Courvoisier Loan Note Subscription and the EWMG Loan Note Subscription each to be fair and reasonable in so far as Kingswalk's shareholders are concerned.
Share Capital and Administrative Matters
Following the issue of the Subscription Shares and the Consideration Shares, the enlarged issued share capital of the Company will be 299,705,008 ordinary shares of 0.1p each ("Enlarged Share Capital"). The Subscription Shares comprise approximately 5.77% of the Enlarged Share Capital.
The Company has no ordinary shares held in treasury. The total of 299,705,008 ordinary shares may therefore 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.
The Company has applied for the Consideration Shares and the Subscription Shares to be admitted to trading on AIM and admission is expected to take place on or around 5 November 2012.
The Company has been notified that the shareholdings of the following significant shareholders of the Company have moved up or down through a whole percentage figure following completion of the Fundraising:
Shareholder | Number of Ordinary Shares subscribed for | Number of Ordinary Shares following the Fundraising | Percentage of Enlarged Share Capital | Maximum number of Ordinary Shares arising on conversion of the KWI Loan Notes |
Hearth Investments Limited | - | 31,033,333 | 10.38 | 66,747,619 |
Courvoisier & Associés S.A. | - | 60,500,095 | 20.24 | 70,500,095 |
Roderick Gentry | 2,857,143 | 33,569,001 | 11.23 | - |
A. John Morton | - | 20,928,466 | 7.00 | - |
George Robb | - | 18,446,080 | 6.15 | - |
- ENDS -
For further information, please contact:
Kingswalk Investments Limited
Paul Everitt: +44 (0)14 8173 2888
www.kingswalkinvestments.com
Daniel Stewart & Company Plc - Nominated Adviser and Broker
Antony Legge, Director, Corporate Finance: +44 (0)20 7776 6550
GTH Communications
Toby Hall: +44 (0)20 3103 3903
Suzanne Johnson Walsh: +44 (0) 20 3103 3902
Related Shares:
Kingswood H.