Maistro PLC Update on proposed subscription (5458N)

TIDMMAIS

RNS Number : 5458N

Maistro PLC

18 January 2019

Maistro plc

("Maistro", the "Group" or the "Company")

Update on proposed subscription

Further to the circular dated 11 January 2019 (the "Circular") in connection with the Proposals, the Company announces that it is today sending a letter to Shareholders to provide certain additional information in relation to the impact of the economic interest of the Concert Party should the Proposals proceed.

The Concert Party currently holds in aggregate, 24.4 per cent of the voting rights of the Company and, in addition, holds an economic exposure relating to the price of the shares through spreadbets (as detailed further on page 22 of the Circular). As such the Concert Party is interested for the purposes of the Takeover Code in an aggregate economic interest equivalent to 28.8 per cent of the existing Ordinary Shares (excluding warrants).

Subject to completion of the Subscription, the Concert Party will increase their aggregate holding of voting rights of the Company to 42.1 per cent. and the Concert Party will be interested for the purposes of the Takeover Code in an aggregate economic interest in the Ordinary Shares of 45.5 per cent (excluding warrants) which, without a waiver of the obligations under Rule 9 of the Takeover Code, would require the Concert Party to make a general offer for the Company. As set out in the Circular, the Panel have agreed to the Waiver subject to the passing of the Whitewash Resolution (on a poll) by Independent Shareholders, such that any Shareholder presumed to be acting in concert with the Concert Party will be disenfranchised from voting.

As detailed in the Circular, the Directors, having been so advised by N+1 Singer, reiterate that they consider the terms of the Proposals to be fair and reasonable and in the best interests of the Company and Independent Shareholders as a whole and therefore recommend that Independent Shareholders vote in favour of the Whitewash Resolution. In providing advice to the Directors, N+1 Singer has taken into account the commercial assessment of the Directors.

As announced on 7 July 2017 and 20 September 2017, Charles Street International Holdings Limited and Robert Keith, an executive of Charles Street International Holdings Limited, irrevocably undertook to the Company and N+1 Singer that they would not exercise warrants held unless doing so would maintain the total combined shareholding of Charles Street International Holdings Limited and Robert Keith below 30 per cent of the enlarged total voting rights in the Company's share capital at that time. Following the Waiver by the Panel, subject to the passing of the Whitewash Resolution by Shareholders (on a poll), the Company and N+1 Singer have agreed to release Charles Street International Holdings Limited from this irrevocable undertaking, given the Concert Party's shareholding may not exceed 42.1 per cent without triggering a Rule 9 obligation under the Code and therefore the Company may benefit from the introduction of additional capital if the Concert Party are so permitted to exercise warrants by the Code.

Capitalised terms not defined in this letter shall have the same meanings as set out in the Circular.

The letter will shortly be available from the Company's website: https://www.maistro.com/investors/

For further information, please contact:

 
 Maistro plc                       [e-mail] 
 Richard Croft                     Tel: + 44 (0) 20 7693 
                                                    9544 
                                  ---------------------- 
 
 N+1 Singer (Nominated Adviser 
  & Broker) 
                                  ---------------------- 
 Shaun Dobson                       Tel: [phone] 
                                                    3000 
                                  ---------------------- 
 James White 
 

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January 18, 2019 09:35 ET (14:35 GMT)