Red Leopard Holdings PLC Subscription, Board Changes and Nomad Appointed (9795X)

TIDMRLH

RNS Number : 9795X

Red Leopard Holdings PLC

28 February 2017

7.00am 28 February 2017

Red Leopard Holdings Plc

("Red Leopard" or the "Company")

Subscription to raise GBP250,000, Appointment of Nominated Adviser and Broker,

Board Changes and Director Disclosures

Red Leopard, the AIM quoted company, is pleased to announce that it has today completed a subscription to raise GBP250,000 at 0.1p (the "Subscription"), made certain Board changes and appointed Beaumont Cornish Limited ("BCL") as its Nominated Adviser and Peterhouse Corporate Finance Limited ("Peterhouse") as its sole Broker with immediate effect.

Subscription

The Company has, conditional on Admission, raised GBP250,000 (before expenses) from a private investor, Mr Chris Akers (the "Subscriber"), through a subscription of 250,000,000 ordinary shares of 0.1p each ("Ordinary Shares") at a price of 0.1p each (the "Subscription Price"). Chris Akers is Executive Chairman of AIM traded Concha Plc, having been appointed to the board in December 2012. It is anticipated that Chris will assist the Company in identifying investment opportunities and that he, or a nominee of his, may join the Board in due course.

Under the Subscription, a total of 375,000,000 warrants have been granted representing 1.5 warrants for every 1 Ordinary Share subscribed for (the "Warrants"). Each Warrant entitles the holder to subscribe for a further Ordinary Share at a price of 0.1p per share, valid for 3 years from the date of issue.

Following the Subscription, the Subscriber will be interested in 250,000,000 Ordinary Shares representing 29.9 per cent of the Enlarged Issued Share Capital of Red Leopard.

Trading Statement and Use of Proceeds

In conjunction with the Subscription, the Board has made the decision to cease funding of the Company's existing zinc and silver project in Idaho, USA (the "Idaho Asset"). This decision constitutes a cessation of all of the Company's existing trading business pursuant to Rule 15 of the AIM Rules for Companies ("AIM Rules"). Accordingly, the Company is now classified as an AIM Rule 15 cash shell, pursuant to which it must make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 within six months, failing which the Exchange will suspend trading in the Company's shares pursuant to AIM Rule 40.

The Company will use the proceeds of the Subscription for general working capital purposes, to satisfy accrued professional advisers fees of approximately GBP50,000, and to cover, in part or whole, the costs of any due diligence fees associated with investment opportunities considered by the Company.

In addition, there are accrued outstanding director fees covering the last 18 months of GBP133,875 and outstanding loans of GBP80,000. The directors and loan note holders have agreed for these not to be repaid from this Subscription.

Appointment of Nominated Adviser and Broker

BCL has been appointed as Nominated Adviser and Peterhouse as broker with immediate effect.

BCL has been granted 25,000,000 Warrants and Peterhouse has been granted 50,000,000 Warrants, exercisable into 25,000,000 and 50,000,000 Ordinary Shares at a price of 0.1p per share respectively, each valid for 3 years from the date of issue in connection with their appointments.

The Company has simultaneously given notice to terminate the services of Beaufort Securities Ltd as the Company's current broker with immediate effect.

Resumption of trading on AIM

Following the appointment of BCL as Nominated Adviser, trading in the Company's Ordinary Shares on AIM is expected to recommence with effect from 7.30 a.m. on 28 February 2017.

Board Changes

The Company is pleased to announce Simon Wharmby has been appointed as a Non-Executive Director with immediate effect.

Howard Crosby has retired from the Board, although remains a director of the Company's US subsidiary, Red Leopard Mining Inc.

Simon Alexander Robin Wharmby

Simon, aged 68, has been an institutional and corporate stockbroker for 35 years with Sheppards, Charles Stanley and Corporate Synergy. He graduated from the University of East Anglia with a degree in economics and sociology prior to joining Akroyd and Smith in 1970. Simon specialised in the North Sea oil and energy sector. He is currently a Non-Executive Director at Strand Hanson Limited. Simon's Previous directorships include Albany Capital Plc, Humberts Group Plc, Densitron Technologies Ltd and Letchworth Investments Ltd.

The following details in relation to the appointment of Mr. Wharmbyare disclosed in accordance with Schedule 2(g) of the AIM Rules:

 
 Current directorships   Past directorships held 
                          within the last five years 
----------------------  ---------------------------- 
 
 
   Fidentia 500 Limited                                                      None 

Fidentia 501 Limited

Kensington & Chelsea Investments LLP

Strand Hanson Limited

Renderlord Limited

Mr. Wharmby was a director of Pedstowe (London) Limited (formerly Humberts Limited) up until 6 May 2008. On 11 June 2008, the Company was put into administration which then led to the Company completing a voluntary creditor's liquidation on 7 May 2009 with a shortfall to unsecured creditors of GBP23,174,000.

In addition, Mr. Wharmby was a director of Letchworth Investments Limited at the time (8 November 2011) that it undertook a solvent voluntary member's liquidation. Again, Mr. Wharmby was a director of Albany Capital Plc at the time (29 July 2009) that it undertook a solvent voluntary member's liquidation.

Mr. Wharmby does not hold any Ordinary Shares in the Company. Mr. Wharmby will sit on the Audit, Remuneration and AIM Compliance committees.

There are no other disclosures in accordance with Schedule 2(g) of the AIM Rules.

Director Disclosure Update

The following details are disclosed in relation to John May, Chairman of the Company in accordance with Rule 17 and Schedule 2 (g) of the AIM Rules:

Mr. May was a director of International Consolidated Minerals Limited at the time that it entered into a Creditors Voluntary Liquidation on 20 August 2015. The estimated deficit to creditors at this point was GBP33.4m, including an intercompany claim of GBP18.7m. A partial recovery has since been made, and the liquidation process is expected to end later this year.

Mr. May was also director of Options (London) Limited at the time of being liquidated on 9 December 1998 with a deficit to creditors of GBP60,000.

Total voting rights

Application will be made for the 250,000,000 new Ordinary Shares to be admitted to trading on AIM, with dealings expected to commence on 3 March 2017. The new Ordinary Shares will, when issued, rank pari passu in all respects with the existing issued shares of the Company. Following admission of the new Ordinary Shares, the Company will have 836,279,061 Ordinary Shares of 0.1p, with voting rights, in issue (the "Enlarged Issued Share Capital").

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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. Following the issue of the Subscription Shares to the Subscriber, the total holding in the Company will represent 29.9% of the issued share capital.

Special note concerning the Market Abuse Regulation

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Subscription, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

 
 Enquiries: 
 
  Red Leopard Holdings PLC 
 John May, Chairman         Tel: +44 (0) 207 
                             917 6826 
 Beaumont Cornish Limited (Nomad) Tel: +44 
  (0) 207 628 3396 
 Roland Cornish 
 James Biddle 
 www.beaumontcornish.com 
 
   Peterhouse Corporate Finance Limited (Broker)               Tel: [phone] 

Lucy Williams

Eran Zucker

This information is provided by RNS

The company news service from the London Stock Exchange

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February 28, 2017 02:00 ET (07:00 GMT)