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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Caplay | LSE:CLY | London | Ordinary Share | GB0002924651 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.075 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 8347Y Caplay PLC 11 July 2008 For immediate release 11 July 2008 Caplay Plc ("Caplay" or the "Company") Amendment of Warrant terms In connection with a placing of Ordinary Shares undertaken in November 2005 (the "Placing"), the Company granted 'B' Warrants to those investors who subscribed for new Ordinary Shares in the Placing. At the same time the Company granted 'A' Warrants to the directors of the Company at that time as set out below (those 'A' Warrants owned by Mr Claridge and Mr Knifton are held in the name of JIM Nominees Limited as their nominee): Director Holding of *A* Warrants Patrick Claridge 18,000,000 Leo Knifton 16,000,000 Anthony Fabrizi 14,000,000 Michael Feltham 5,300,000 The 'A' Warrants carry the right to subscribe for a total of 53,300,000 new Ordinary Shares at a price of 1p per Ordinary Share exercisable in the period to 1 December 2008. The 'B' Warrants carry the right to subscribe in cash for a total of 94,700,000 new Ordinary Shares at a price of 1p per Ordinary Share exercisable in the period to 1 December 2008. Following completion of the Placing, the Board continued to review a wide number of possible new investments and acquisitions for the Company. The process of identifying a suitable investment has taken longer than first anticipated, although on 18 June 2008 the Company announced that it had agreed to make a loan of £200,000 (the "Loan") to Textic Limited; a computer software company that specialises in the development, marketing and selling of "text-to-speech" technology for web and mobile phone use ("Textic"). In addition to the Loan, the shareholders of Textic granted Caplay an option to acquire the entire issued capital of Textic. Over the same period, the Directors have continued to act for no cash remuneration, in order to minimise the outflow of the Company's cash balances through administration costs and other central overheads. Accordingly, the Board has resolved that the exercise period of both the 'A' Warrants and 'B' Warrants should be extended by 5 years such that they may be exercised on or before 1 December 2013. All the Directors hold 'A' Warrants and the amendment of the exercise period of the 'A' Warrants is a related party transaction under the AIM Rules. As all the Directors are holders of 'A' Warrants, there is no independent director as required by the AIM Rules to provide the declaration required by Rule 13 of the AIM Rules. Accordingly, the Company's Nominated Adviser, Beaumont Cornish Limited ("Beaumont Cornish"), has considered the proposed extension of the exercise period of both the 'A' Warrants and 'B' Warrants. Beaumont Cornish has taken into account, inter alia, that the exercise date of both the 'A' Warrants and the 'B' Warrants are being amended on the same basis, the cash subscription made by the Directors as part of the Placing, the additional length of time it has taken for the Board to identify suitable investments to implement the Company's investment strategy, the absence of any cash remuneration for the Directors over two years and that the exercise price of the 'A' Warrants and the 'B' Warrants of 1p per Ordinary Share is a 340 per cent. premium to the current Ordinary Share price of 0.225p. Accordingly, Beaumont Cornish considers that the amendment of the exercise period of the 'A' Warrants is fair and reasonable insofar as all shareholders of the Company are concerned. Derwent Limited and Cairns Investment Holdings Limited, in which the Rowlands family are beneficially interested, in aggregate are interested in 35,000,000 Ordinary Shares representing 12.5 per cent. of the issued share capital of the Company. Both Derwent Limited and Cairns Investment Holdings Limited hold 'B' Warrants. Accordingly, the amendment of the exercise period of the 'B' Warrants is a related party transaction under the AIM Rules. The Directors of the Company, having consulted with Beaumont Cornish consider that the proposed extension of the exercise period of the "B" Warrants fair and reasonable insofar as all shareholders of the Company are concerned. The amendment of the exercise period of the 'B' Warrants is conditional on the approval of the 'B' Warrant holders in a separate class meeting and accordingly, a circular will be dispatched to the 'B' Warrant holders in due course. For further information, please contact: Caplay PLC Tony Fabrizi, Non Executive Chairman Tel: +44 (0)207 375 9060 Beaumont Cornish Limited Roland Cornish/Michael Cornish Tel: + 44 (0)207 628 3396 This information is provided by RNS The company news service from the London Stock Exchange END MSCBUGDRXUBGGIG
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