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Issue of Equity, Directorate Change

28th Apr 2010 07:00

RNS Number : 9075K
Rubicon Software Group PLC
28 April 2010
 



RUBICON SOFTWARE GROUP PLC

(AIM: RUBI)

 

Issue of Equity, Directorate Change

 

In its interim results for the period to 31 December 2009, Rubicon Software Group plc ("Rubicon" or "the Company") a leading provider of enterprise class CRM, xRM and Microsoft SharePoint collaboration solutions announced that it had agreed a framework under which new capital would be injected into the Company.

 

Rubicon is pleased to announce the terms which have been agreed between the relevant parties:

 

·; David Cover & Son Limited ("Covers"), one of Rubicon's clients, will provide a short term loan to Rubicon of £60,000 repayable in July 2010 and carrying a rate of interest of 1% per calendar month. The loan will be secured by a floating charge over Rubicon's entire business and undertaking

·; Following shareholder approval at a General Meeting, Covers will subscribe for 3,000,000 new ordinary shares in Rubicon

·; Covers will be granted a warrant to subscribe for an additional 2,000,000 new ordinary shares exercisable over a period of 5 years from the date of grant ("the Warrant")

·; Rupert Green, Covers' Finance Director, has been granted an option to purchase between 500,000 and 1,000,000 ordinary shares each from Richard Blakesley and Alistair Hancock, each of whom are directors of Rubicon, pro rata to their existing shareholdings at a price of 0.5p per ordinary share, dependent on the average 3 month closing mid-market price over the exercise period and exercisable for a period of 5 years from the date of grant ("the Option")

·; Rupert Green has also agreed to acquire 75% (1,875,000) of the 2,500,000 shares in Rubicon currently owned by Information Systems Associates Inc ("ISA"), at a price of 0.7p per share, with two Rubicon directors, Robert Burnham and David Webber, acquiring the remaining 25% (625,000) at the same price.

·; In addition, Robert Burnham and David Webber will each subscribe for 125,000 new ordinary shares at 1p and purchase 400,000 shares from the combined holdings of Richard Blakesley and Alistair Hancock at a price of 0.4p per ordinary share

·; Rupert Green has also agreed to subscribe for 187,500 new ordinary shares in Rubicon

 

With this new capital, based on their review of management projections, the directors believe that the action that has been taken is sufficient to meet the Company's immediate requirement, that is for the next 12 months.

 

As an element of this investment is subject to shareholder approval, the Company hereby gives notice of a General Meeting to be held on 24 May 2010 at 1pm at Rubicon House, Guildford Road, West End, Surrey GU24 9PW. Notice of this meeting will be posted to Shareholders and can be downloaded from the Company's website at www.rubiconsoftware.com.

 

Following these events, the shareholdings of the various parties are expected to be as follows:

 

Shareholder

Shareholding

Percentage

Richard Blakesley

11,550,041

26.35%

Alistair Hancock

11,038,572

25.18%

David Cover & Son Limited

3,000,000

6.84%

Rupert Green

2,565,971

5.85%

Robert Burnham

1,473,056

3.36%

David Webber

1,384,714

3.16%

Other shareholders

12,820,141

29.25%

Total

43,832,495

 

 

Were the Warrant and the Option to be exercised in full, the shareholdings of the various parties are expected to be:

 

Shareholder

Shareholding

Percentage

Richard Blakesley

10,550,041

23.02%

Alistair Hancock

10,038,572

21.90%

David Cover & Son Limited

5,000,000

10.91%

Rupert Green

4,565,971

9.96%

Robert Burnham

1,473,056

3.21%

David Webber

1,384,714

3.02%

Other shareholders

12,820,141

27.97%

Total

45,832,495

 

The Board is also pleased to announce the appointment of Mr Nicklas Daniel Blanchard, aged 37, as Group Operations Director with immediate effect.

Nicklas has been with Rubicon for over 15 years holding a variety of software engineering and management roles in that time.

Mr Blanchard holds no other directorships and/or partnerships.

No further information falls to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies. Mr Blanchard holds 20,000 ordinary shares in the Company, and also holds 525,000 share options at a price of 1p per ordinary share.

 

Finally, Rubicon is also delighted to announce today that it has been awarded Microsoft Gold Certified Partner status as an Independent Software Vendor and Solutions Provider. This is an important milestone in the execution of Rubicon's strategy for the delivery of Accelerator 2010 and Microsoft SharePoint 2010 solutions.

 

Contacts:

Rubicon Software Group PLC

www.rubiconsoftware.com

Alistair Hancock, Chief Executive Officer

+44 (0) 1276 706 900

WH Ireland Limited

www.wh-ireland.co.uk

John Wakefield / Marc Davies

+44 (0) 117 945 3470

 

 

 

 

 

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