10th Apr 2013 07:00
For immediate release: 10 April 2013
EW GROUP LIMITED
("EW Group" or "the Company")
Subscription to raise £626,750, Issue of Equity,
Issue of Loan, Directors' Dealings, and Update on Investment
Subscription
The Company is pleased to announce that it has completed a subscription to raise, in aggregate, £626,750 through the issue of 62,675,000 new ordinary shares of 0.1p each in the Company ("Subscription Shares") to new and existing investors at a subscription price of 1p per Subscription Share ("Subscription"). The proceeds of the Subscription will be used to support the Company's existing investment strategy, including providing further support to its largest investment to date, European Wealth Management Group plc ("European Wealth"). Completion of the Subscription is conditional on admission of the Subscription Shares to trading on AIM.
Fee Conversion
The Company has also today issued 3,250,000 new ordinary shares of 0.1p each in the Company at a price of 1p each in satisfaction of professional fees incurred in connection with the Subscription ("Fee Conversion Shares").
Admission
Following the issue of the Subscription Shares and the Fee Conversion Shares (together the "New Shares"), the Company's issued ordinary share capital will comprise 422,477,469 ordinary shares of 0.1p each ("Ordinary Shares") ("Enlarged Share Capital"). This figure may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules. The Subscription Shares will represent approximately 14.83 per cent. of the Company's Enlarged Share Capital.
Application for admission of the New Shares to trading on the AIM market of the London Stock Exchange has been made and trading is expected to commence at 8.00am on 15 April 2013.
Loan to European Wealth
Subject to completion of the Subscription, the Company has also agreed to make a loan of £625,000 available to European Wealth ("European Wealth Loan"), which will be funded by the proceeds of the Subscription. The European Wealth Loan is unsecured and carries interest at 10 per cent. per annum payable monthly and is repayable 364 days from the date of draw down.
Update on Investment in European Wealth
European Wealth has grown at an impressive rate since the Company's initial investment in April 2012, at which time European Wealth's £155 million of contracted assets under management ("AUM"), equated to a value of approximately £2.17 million. Since then, European Wealth's AUM has increased nearly fourfold to more than £0.6 billion, with the expectation of at least a further £100 million of AUM to be added over the coming 6 months.
Related Party Transaction
The issue of the European Wealth Loan is a Related Party Transaction for the purposes of AIM Rule 13, and accordingly is conditional upon the approval of the independent directors of the Company ("Independent Directors").
Having consulted with Daniel Stewart & Company Plc, the Company's nominated adviser, the Independent Directors believe that the issue of the European Wealth Loan outlined above is fair and reasonable insofar as the Company's shareholders are concerned.
Directors' Dealing
6,375,000 Subscription Shares have been issued to Courvoisier & Associés S.A ("Courvoisier"). Kishore Gopaul, a director of the Company, is a director of Courvoisier. As a result, Courvoisier's shareholding has increased to 95,288,951 Ordinary Shares, representing approximately 22.55 per cent. of the Enlarged Share Capital.
400,000 Subscription Shares have been issued to Rod Gentry, a director of the Company. As a result, Rod Gentry's shareholding in the Company, together with those persons associated with Rod Gentry, is now 38,183,469 Ordinary Shares, representing approximately 9.04 per cent. of the Enlarged Share Capital.
2,000,000 Subscription Shares have been issued to Hearth Investments Limited ("Hearth"), a trust of which Tim Revill, a director of the Company, is a potential beneficiary. As a result, Hearth's shareholding has increased to 33,533,333 Ordinary Shares, representing approximately 7.94 per cent. of the Enlarged Share Capital.
2,950,000 Subscription Shares have been issued to John Morton, a director of the Company, and persons associated with John Morton. Furthermore, John Morton notified the Company on 8 April 2013 that, following the purchase of 5,801,590 existing Ordinary Shares in the capital of the Company on 8 April 2013 at 1p per ordinary share, 3,525,273 of which were purchased from Rod Gentry, a director of the Company, John Morton, and persons associated with John Morton, increased his holding to 35,997,781, representing approximately 8.52 per cent. of the Enlarged Share Capital.
Purchase of EW Group Loan Note
The Company has also today been notified by Hearth that on 8 April 2013, Hearth acquired £50,000 of the Company's £1.0 million convertible loan note ("Loan Note") from an existing Loan Note Holder at Par. The terms of the Loan Note are set out in the Company's announcement of 19 October 2012 and Hearth's acquisition takes Hearth's holding of Loan Notes to £300,000.
Significant shareholders
Following the issue of the New Shares, the significant shareholders in the Company will be as follows:
Shareholder | Number of Ordinary Shares | Percentage holding |
Courvoisier & Associés S.A. | 95,288,951 | 22.55
|
Rod Gentry | 38,183,469 | 9.04 |
Alan John Morton | 35,997,781 | 8.52 |
Hearth Investments Limited | 33,533,333 | 7.94 |
George Robb | 23,305,384 | 5.52 |
Further information please contact:
EW Group Limited
Paul Everitt: +44 (0)14 8173 2888
Daniel Stewart & Company Plc - Nominated Adviser and Broker
Antony Legge and James Thomas: +44 (0)20 7776 6550
Related Shares:
Kingswood H.