25th May 2005 13:33
Capital Management And Investment 25 May 2005 Capital Management and Investment PLC25 May 2005 Potential Further Investment in Ristretto Davis Service Group PLC announced today that it has sold Elliott Group Limited("Elliott"), a subsidiary company specialising in the manufacture and rental ofmodular construction units, to TDR Capital for £166 million. TDR Capital also has a majority investment in Ristretto SARL ("Ristretto") theultimate holding company of Algeco S.A. which is the largest modular buildingbusiness in mainland Europe with 105,000 modules across 82 sites. They arelocated in France, Germany, Belgium, Czech, Poland, Spain, Portugal and Italy.Capital Management & Investment PLC ("CMI") owns approximately 28% of Ristretto. In the event that Ristretto becomes the ultimate holding company for Elliott,CMI intends, subject to any necessary regulatory clearances, to investapproximately £15.4 million in order to maintain its 28% shareholding inRistretto. At present CMI has approximately £6.4 million cash in its balance sheet, andwould require approximately £10 million of additional funding in thecircumstances outlined above in order to be able to maintain its shareholding inRistretto. As a result, CMI is seeking to agree terms to borrow up to £10million from the directors of Sun Capital Partners Ltd ("SunCap") and from BiPolar Holdings Ltd ("Bi Polar"). The detailed terms of the proposed loan facility are in the process of beingnegotiated, however if terms can be agreed it is likely that CMI would issue ahigh interest bearing convertible, redeemable loan note with warrants attached.It is likely that the loan would convert into shares at 17p per share. Such anagreement would constitute a "related party transaction" under the AIM Rules,and the Directors independent of the related parties would, having consultedwith the nominated adviser, be required to confirm that the terms were fair andreasonable insofar as all shareholders were concerned. It would be the intentionof the Company that Independent Shareholders are able to vote at anExtraordinary General Meeting on whether they wish the loan to proceed on theterms of any agreement. A further announcement will be made once all the terms of the loan agreementhave been finalised. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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