Duke Royalty Limited Result of the Fundraising and Notice of EGM (4657Y)

TIDMDUKE

RNS Number : 4657Y

Duke Royalty Limited

05 December 2017

Duke Royalty Limited

("Duke Royalty" or the "Company")

Result of the Fundraising and Notice of EGM

Further to the announcement released by the Company dated 4 December 2017 (the "Fundraising Announcement"), the Company is pleased to announce that it has successfully raised GBP20.0 million before expenses and will, subject to Shareholder approval as noted below, apply for its shares to be admitted to AIM with admission expected to take place at 8.00 a.m. on or around 22 December 2017.

DEFINITIONS

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Fundraising Announcement.

Result of Fundraising

Pursuant to the Fundraising Announcement, the Company is pleased to announce that a total of 50,000,000 New Shares have been successfully placed or subscribed for in the Company at a price of 40 pence per New Share, with new and existing institutional investors, as well as certain Directors. Pursuant to the Fundraising, the Company has raised gross proceeds of GBP20.0 million (net proceeds of approximately GBP18.8 million after expenses).

Cenkos Securities plc and Mirabaud Securities Limited acted as joint bookrunners in connection with the Placing. Grant Thornton acted as nominated adviser to the Company.

Notice of Extraordinary General Meeting ("EGM")

The Fundraising is conditional on Shareholders passing a resolution authorising the Directors to allot the New Shares as if the rights of pre-emption in Article 4.2 of the Articles of the Company did not apply to any such issue. An extraordinary resolution is passed where no less than 75 per cent. of those present and entitled to vote, or voting by proxy, in a general meeting vote in favour for it to be passed.

The EGM of the Company is to be held at 10:00 a.m. on 21 December 2017 at the offices of Trident Trust 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1 2JA.

A copy of the circular and Notice of EGM will be posted to Shareholders today and will shortly be available on the Company's website at www.dukeroyalty.com.

Recommendation

The Directors recommend that Shareholders should vote in favour of the Resolution, as they intend to do in respect of their combined holdings of 6,075,000 Existing Ordinary Shares, representing 13.39 per cent. of the issued share capital of the Company.

Expected Timetable of Principal Events

 
 Announcement of the result                      5 December 
  of the Fundraising and                          2017 
  Notice of EGM 
 Circular and Form of Proxy                      5 December 
  published                                       2017 
 Latest date and time for          10:00 a.m.    19 December 
  receipt of proxy forms                          2017 
 Extraordinary General Meeting     10:00 a.m.    21 December 
                                                  2017 
 Announcement of the results       10:00 a.m.    21 December 
  of the Extraordinary General                    2017 
  Meeting 
 
 Admission and commencement        8.00 a.m.     22 December 
  of dealings in New Shares                       2017 
 New Shares in uncertificated      As soon as    22 December 
  form expected to be credited      possible      2017 
  to accounts in CREST              after 8.00 
                                    a.m. 
 Despatch of definitive            Within 10 business days 
  share certificates for            of Admission 
  the New Shares in certificated 
  form 
 

Share issue pursuant to Support Services Agreement

As previously announced by the Company, under the terms of the Support Services Agreement dated 16 June 2015 made between the Company and Abingdon Capital Corporation ("Abingdon"), 1,500,000 new Ordinary Shares ("Incentive Shares") are to be issued following the successful completion of the first and second royalty debt instruments of the Company and in satisfaction of all Incentive Share obligations. Following the royalty arrangements, as announced on 6 April 2017 and 6 October 2017, the Company will issue these 1,500,000 shares as directed by Abingdon, being 1,070,193 to Abingdon and 429,807 to Arlington Group Asset Management Limited ("Arlington").

Total Voting Rights

Pursuant to the Fundraising, application will be made for the admission of the New Shares, and pursuant to the Support Services Agreement, the Incentive Shares, to trading on AIM ("Admission"). Subject to the Placing Agreement not having been terminated in accordance with its terms and the passing of the Resolution at the EGM of the Company, it is anticipated that Admission will occur at 8.00 a.m. on 22 December 2017. The New Shares and the Incentive Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares.

Following Admission, the Company will have a total of 96,877,459 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the calculations by which they will 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 Guidance and Transparency Rules.

Directors' shareholdings

The following Directors participated in the Fundraising as follows:

 
 Name               No. of      No. of        Incentive      Total       Percentage 
                     Existing    New Shares    Shares         holding     of 
                     Ordinary                  to be                      enlarged 
                     Shares                    issued                     issued 
                                               to Abingdon                share 
                                               / Arlington                capital 
                                                                          following 
                                                                          Admission 
-----------------  ----------  ------------  -------------  ----------  ----------- 
 Neil Johnson 
  (1)               1,760,000   252,000       1,070,193      3,082,193   3.2 
-----------------  ----------  ------------  -------------  ----------  ----------- 
 Charles 
  Cannon-Brookes 
  (2)               3,100,000   998,000       429,807        4,527,807   4.7 
-----------------  ----------  ------------  -------------  ----------  ----------- 
 

(1) Of these, currently 500,000 are legally owned by Abingdon. Mr Johnson is Abingdon's sole voting shareholder. Following the issue of Incentive Shares, Abingdon will legally own 1,570,193 Ordinary Shares on Admission.

(2) Of this holding, prior to the Fundraising 1,500,000 Ordinary Shares are legally owned by Arlington and Arlington has subscribed for 525,000 New Shares, representing GBP210,000 in the Fundraising. Mr Cannon-Brookes is the investment director of Arlington and holds 40 per cent. of the voting shares of Arlington. Mr Cannon-Brookes has subscribed in his own name for 473,000 New Shares, representing GBP189,200, in the Fundraising. Following the issue of Incentive Shares, Arlington will legally own 2,454,807 Ordinary Shares on Admission.

Related Party Transactions

The participation in the Fundraising by the Directors and their associates, set out in the above table, is deemed to be a related party transaction pursuant to the AIM Rules. In addition, Hargreave Hale Limited, a substantial shareholder in the Company, has agreed to subscribe for 8,265,000 shares in the Fundraising which also falls to be treated as a related party transaction under the AIM Rules.

The directors independent of the participation in the Fundraising (being the directors excluding Charlie Cannon Brookes and Neil Johnson), consider, having consulted with the Company's nominated adviser, Grant Thornton, that the terms of the Directors' and their associates' participation in the Fundraising are fair and reasonable insofar as the Company's Shareholders are concerned. The directors consider, having consulted with the Company's nominated adviser, Grant Thornton, the participation of Hargreave Hale Limited in the Fundraising to be fair and reasonable insofar as the Company's Shareholders are concerned.

For further information, please contact:

 
 Duke Royalty Limited       Neil Johnson / Charlie Cannon-Brookes 
                            [phone] 
 
 
 Grant Thornton UK LLP      Colin Aaronson / Samantha 
  (Nominated Adviser)        Harrison / Carolyn Sansom 
                            [phone] 
 
 Cenkos Securities plc      Julian Morse / Michael Johnson 
  (Joint Broker) 
                            [phone] 
 
 Mirabaud Securities        Peter Krens / Edward Haig-Thomas 
  Limited (Joint Broker) 
                            [phone] 
 

Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). In addition, certain market soundings (as defined in MAR) were taken in respect of the Fundraising with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. As a result of the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

About Duke Royalty

Headquartered in Guernsey, Duke Royalty Limited provides alternative financing solutions to a diversified range of businesses in Europe and abroad. Duke Royalty's experienced team and exclusive partnership provide financing solutions to private companies that are in need of capital but whose owners wish to maintain equity control of their business. Duke Royalty's royalty investments are intended to provide robust, stable, long term returns to its Shareholders.

Duke Royalty is listed on the AIM market under the ticker DUKE. For more information, visit www.dukeroyalty.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 05, 2017 10:18 ET (15:18 GMT)