London Capital Group Holdings PLC Result of GM, Subscription, Open Offer, and TVR (4566D)

TIDMLCG

RNS Number : 4566D

London Capital Group Holdings PLC

06 July 2016

6 July 2016

LONDON CAPITAL GROUP HOLDINGS PLC

("London Capital Group", the "Company" or the "Group")

Result of GM, Subscription, Open Offer, and total voting rights

London Capital Group announces that at its general meeting ("GM") held today at the Company's offices at 1 Knightsbridge, London, SW1X 7LX, all resolutions were passed.

The Company has issued to GLIO Holdings Limited ("GLIO"), conditional on admission to trading to AIM ("Admission"), 195,677,799 Subscription Shares, 19,567,779 New Ordinary Shares in payment of commission for the Subscription (the "Subscription Commission Shares"), 65,737,303 Open Offer Shares and a further 6,573,730 Underwriting Commission Shares.

The Company is also pleased to announce the results of the Open Offer undertaken at a price of 5 pence per share, on the basis of 9 Open Offer Shares for every 10 Existing Ordinary Shares. The Open Offer closed for acceptances at 11.00 a.m. on 5 July 2016 and the Company is pleased to announce that it has received valid acceptances in respect of 5,224,898 Open Offer Shares from Qualifying Shareholders, which includes applications for 34,790 New Ordinary Shares under the Excess Application Facility. Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offen Entitlement. All eligible applications under the Excess Application Facility will also be satisfied in full. Any Open Offer Shares not taken up by Qualifying Shareholders under the terms of the Open Offer have been subscribed for by GLIO pursuant to its underwriting commitment.

Application has been made for 366,054,669 New Ordinary Shares, comprising 195,677,799 Subscription Shares, 19,567,779 Subscription Commission Shares, 70,962,201 Open Offer Shares, and all other New Ordinary Shares of 5 pence each following the Capital Reorganisation, to be admitted to trading on AIM. Such Admission is expected to become effective at 8.00 a.m. on or around 7 July 2016 (the "First Admission"). A further application has been made for the admission to AIM of the 6,573,730 Underwriting Commission Shares to be issued in connection with the Open Offer. Such admission is expected to become effective at 8.00 a.m. on or around 12 July 2016 (the "Second Admission").

Defined terms in this announcement have the same meaning as set out in the Circular posted to Shareholders on 20 June 2016, and as announced by the Company via RNS on 21 June 2016.

Takeover Code

The Takeover Panel has confirmed that GLIO, the GLIO Directors, the GLIO Shareholders (including, amongst others, Mr Sabet, Dr Poncet, Mr Goulandris, Mr Rais, and excluding STP Fund (EUR) Limited), Mr Julien Cohen and the trustees of the EBT (in respect of the unallocated Ordinary Shares held by the EBT and the JSOP Shares held jointly by the EBT and each of Mr Sabet and Dr Poncet) (together, the "Concert Party") are acting in concert for the purposes of the Takeover Code. On First and Second Admission, the Concert Party will between them hold in excess of 50 per cent. of the Enlarged Share Capital, as set out in the table below (from Second Admission). Shareholders should note that, with effect from First Admission, the Concert Party will be entitled to increase its interests in the voting rights of the Company without incurring an obligation under Rule 9 of the Takeover Code to make a general offer.

 
  Shareholder      Current        Holdings         Holdings 
                    holding      of Concert       of Concert 
                                Party members    Party members 
                                  at Second      after Second 
                                  Admission        Admission 
                                                    and the 
                                                   issue of 
                                                    the CLN 
                                                   Interest 
                                                   Shares(2) 
---------------  -----------  ---------------  --------------- 
                  9,000,000 
      GLIO         (11.41%)     296,556,612      315,206,492 
                                  (79.80%)         (80.76%) 
---------------  -----------  ---------------  --------------- 
 Charles-Henri    7,800,000 
      Sabet         (9.89%)      7,800,000        7,800,000 
                                   (2.10%)          (2.00%) 
---------------  -----------  ---------------  --------------- 
     EBT(1)       4,970,000      4,970,000        4,970,000 
                    (6.30%)        (1.34%)          (1.27%) 
---------------  -----------  ---------------  --------------- 
    Charles 
     Poncet        200,000        200,000          200,000 
                    (0.25%)        (0.05%)          (0.05%) 
---------------  -----------  ---------------  --------------- 
    Florian 
      Rais          50,000         50,000           50,000 
                    (0.06%)        (0.01%)          (0.01%) 
---------------  -----------  ---------------  --------------- 
                  22,020,000 
     Total         (27.93%)     309,576,612      328,226,492 
                                  (83.30%)         (84.10%) 
---------------  -----------  ---------------  --------------- 
 

Note (1) : This figure does not include 5,000,000 JSOP Shares held jointly by Mr Sabet and the EBT, and the 200,000 JSOP Shares held jointly by Charles Poncet and the EBT. Mr Sabet and Dr Poncet's JSOP Shares have both been included in the figures representing their respective individual holdings in the table above.

Note (2) : The percentages in this column are based on the assumption that no other New Ordinary Shares are issued by the Company between First Admission and the date of issue of the CLN Interest Shares. As referred to above, there is no date fixed for the issue of the CLN Interest Shares.

Note: Aside from GLIO, Mr Sabet, Dr Poncet and Mr Rais, there are no other members of the Concert Party who currently hold interests in Ordinary Shares (excluding the indirect interests held by GLIO Shareholders by virtue of their shareholdings in GLIO).

Note: On completion of the Proposals the CLNs held by GLIO will be redeemed. On redemption it is intended that the Warrants held by GLIO are cancelled.

Total voting rights

Following the First Admission and the Second Admission, the Company's issued share capital will comprise 371,628,399 New Ordinary Shares with one voting right per share. This figure excludes the 1,000,000 Ordinary Shares that the Company holds in treasury. Therefore, the total number of voting rights in the Company will be 371,628,399.

The above 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

- Ends -

For further information, please contact:

 
 London Capital 
  Group Holdings 
  plc 
  Charles-Henri       [phone] 
    Sabet              7000 
 
 Allenby Capital 
  Limited 
 Nominated Adviser 
  and Broker 
 John Depasquale      [phone] 
  Nick Naylor          5656 
 
 

About London Capital Group (http://ir.londoncapitalgroup.com/)

London Capital Group Holdings plc (hereafter "LCGH plc" or "LCG" or "London Capital Group" or "the Group") is a financial services company offering online trading services.

London Capital Group Limited ("LCG Ltd"), a wholly-owned trading subsidiary of LCGH plc, is authorised and regulated by the Financial Conduct Authority. Its core activity is the provision of spread betting and CFD products on the financial markets to retail clients under the trading names Capital Spreads, Capital CFDs and LCG MT. Its other division provides online foreign exchange trading services. LCG Ltd has a European passport and is a member of the London Stock Exchange. LCG Ltd also has access to international markets through its global clearing relationships.

LCGH plc is quoted on the London Stock Exchange's AIM market. LCG is included in the General Financial sector (8770) and Speciality Finance sub sector (8775) and has a RIC code of LCG.L.

This information is provided by RNS

The company news service from the London Stock Exchange

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July 06, 2016 10:40 ET (14:40 GMT)