22nd May 2009 07:00
PAN PACIFIC AGGREGATES PLC
Issue of Equity
AND
SIGNIFICANT SHAREHOLDERS
The Board of Pan Pacific Aggregates plc (the "Company"), the British Columbia based aggregates company, announces that, further to the notice of general meeting announcement issued on 27 March 2009, it has today issued and allotted, conditional on admission to trading on AIM ("Admission"), 226,666,666 new ordinary shares of 0.1p each ("New Ordinary Shares") (representing approximately 41.0 per cent. of the enlarged issued share capital of the Company, as described below) at a price of 0.15p each (the "Placing Price") to raise £340,000 (before expenses and approximately £311,500 after expenses) pursuant to a placing.
In the placing, KC Investments Limited ("KC Investments") has subscribed for 113,333,333 New Ordinary Shares at the Placing Price. £50,000 of their subscription monies were provided in advance by way of a loan for which the Company has agreed to pay a loan arrangement fee of £12,500 to be satisfied by the issue of 8,333,333 New Ordinary Shares at the Placing Price. In aggregate, therefore, KC Investments will be issued with 121,666,666 New Ordinary Shares (representing approximately 22.0 per cent. of the enlarged issued share capital of the Company, as described below) at the Placing Price.
In consideration of their services in connection with the placing, the Company will pay to each of VSA Capital Limited ("VSA Capital"), Alexander David Securities Group plc and Wills & Co. a commission of a certain percentage of the aggregate value, at the Placing Price, of the New Ordinary Shares and of those shares placed as announced on 14 April 2009. Of this, the commission payable to Wills & Co. has agreed to be satisfied by the issue of 9,500,000 New Ordinary Shares (representing approximately 1.7 per cent. of the enlarged issued share capital of the Company) at the Placing Price. VSA Capital will receive no commission on New Ordinary Shares placed by either Alexander David Securities Group plc or Wills & Co.
The Company has agreed to issue to Alexander David Securities Group plc 5,333,333 New Ordinary Shares (representing approximately 1.0 per cent. of the enlarged issued share capital of the Company) at the Placing Price in satisfaction of a fee of £8,000 for preparing an analyst's report on the Company.
The £340,000 raised today is in addition to the £37,500 (before expenses) raised by the issue of 15,000,000 ordinary shares as announced on 14 April 2009. Therefore, in aggregate, more than £300,000 (before expenses) has been raised since the Company agreed to vary the terms of the secured convertible loan notes with RAB Special Situations (Master) Fund Limited on 27 March 2009, and, pursuant to its terms, the variation will become unconditional on Admission.
Of the net placing proceeds, approximately £90,000 will be used settle the HSBC writ outstanding for C$150,000 (detailed in the announcement of 18 March 2009) and payable on or before 28 May 2009 and the balance will provide the Company with sufficient working capital to meet its immediate funding requirements.
Application has been made to the London Stock Exchange in relation to Admission and it is expected that dealings in the 249,833,332 New Ordinary Shares (representing 226,666,666 New Ordinary Shares pursuant to the placing and 8,333,333 New Ordinary Shares issued to discharge the loan arrangement fee to KC Investments, 5,333,333 New Ordinary Shares to satisfy a fee for an analyst's report on the Company by Alexander David Securities Group plc and 9,500,000 New Ordinary Shares to satisfy a commission due to Wills & Co.) will commence on or around 27 May 2009.
SIGNIFICANT SHAREHOLDERS
On Admission, the Board believes that the following shareholders will be interested in 3 per cent. or more of the enlarged issued share capital of the Company:
|
Shareholder |
Number of Ordinary Shares |
Percentage of Ordinary Shares |
|
KC Investments Limited |
121,666,666 |
22.0 |
|
RAB Special Situations (Master) Fund Limited |
70,557,832 |
12.7 |
|
Columbia National Investments Limited |
57,100,000 |
10.3 |
Following the placing, the enlarged issued share capital of the Company will be 553,421,179 ordinary shares.
As set out in the circular sent to shareholders on 27 March 2009, it is anticipated that VSA Capital will be granted a warrant to subscribe for such number of New Ordinary Shares as represents 5 per cent. of the aggregate number of New Ordinary Shares issued pursuant to the placing being 12,083,333 New Ordinary Shares (representing approximately 2.1 per cent. of the enlarged issued share capital of the Company). The warrants would, if issued, be exercisable at any time, in the following tranches; 750,000 New Ordinary Shares at 0.25p and 11,333,333 New Ordinary Shares at 0.15p per share.
The warrants may be issued to VSA Capital at a date to be determined by the Company. A further announcement will be made when the warrants are issued.
William Voaden, Managing Director, Pan Pacific Aggregates plc, commented:
"The placing will allow the Company to move forward. The net placing proceeds will be used to satisfy the payment of the HSBC writ outstanding and for working capital purposes. We expect the new access road to be approved by the City of Abbotsford shortly and the permit to be granted thereafter. This will allow the Pumptown Quarry to re-open."
"There is demand in the area for our products and we are in discussions regarding several new aggregates contracts. Further announcements will be made as soon as appropriate."
For further information please see the Company's web site, www.panagg.com or contact:
Pan Pacific Aggregates plc Tel: +44 (0) 20 7096 9580
William Voaden
Dowgate Capital Advisers Limited Tel: +44 (0) 20 7492 4777
James Caithie / Aaron Smyth
VSA Capital Limited Tel: +44 (0) 20 7096 9589
Paul Backhouse
Lothbury Financial Limited Tel: +44 (0) 20 7096 9589
Michael Padley / Libby Moss
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