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Share Name | Share Symbol | Market | Type |
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Alto Metals Ltd (delisted) | ASX:ENU | Australian Stock Exchange | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
RNS Number:5329P Enneurope PLC 09 September 2003 Enneurope plc ("Enneurope" or the "Company") Proposed Placing and Open Offer to raise #3 million Enneurope, the AIM listed aggregates company with operations in Poland, is pleased to announce a proposed placing and open offer to raise #3 million (before expenses) to fund its acquisition strategy, which is aimed at developing a 25% market share in North West Poland. Enneurope recently acquired a concrete plant and related assets in Stargard to supplement its existing operations. Highlights *Placing of 8,333,334 new Enneurope shares at 15 pence per share to Arlington Group plc, the AIM-listed provider of growth capital *Open Offer to qualifying shareholders of 11,666,666 new Enneurope shares *Net proceeds of the Placing and Open Offer will be approximately #2.53 million *Open Offer underwritten by Arlington Commenting on the Placing and Open Offer, Vaughan McLeod, Chairman, said: "The Enneurope board believes that this fundraising should enable the Company to make strong progress towards building a significant market presence in North West Poland over the next few months. We will be well placed to take advantage of Poland's entry into the EU in 2004, following the strong referendum vote in favour of EU membership." 9 September 2003 Enquiries Enneurope plc 01332 694444 Vaughan McLeod Altium Capital Limited 0161 831 9133 Phil Adams This announcement, which is the sole responsibility of Enneurope, has been approved by Altium Capital Limited solely for the purpose of Section 21 of the Financial Services and Markets Act 2000. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for ordinary shares in Enneurope ("Enneurope Shares") in any jurisdiction in which such offer, issue or solicitation is unlawful. Neither the existing Enneurope Shares nor the new Enneurope Shares have been, or will be, registered in the United States under the United States Securities Act 1933, as amended, nor under the securities laws of any state of the United States, any province or territory of Canada, Australia, Japan or the Republic of Ireland. Accordingly, subject to certain exceptions, neither the existing Enneurope Shares nor the new Enneurope Shares may be offered, sold, resold, delivered, transferred, directly or indirectly in or onto the United States, Canada, Australia, Japan or the Republic of Ireland, or for the account or the benefit of, any resident of Canada, Australia, Japan or the Republic of Ireland or any US Person. Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Enneurope as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no-one else in connection with the Proposals and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Enneurope for providing the protections afforded to clients of Altium Capital Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matters referred to herein. Introduction Enneurope has today entered into an agreement with Arlington Group plc ("Arlington") and Ennstone plc ("Ennstone") which will provide for Arlington to invest up to #3 million in Enneurope by way of a firm placing and underwriting of an open offer of new Enneurope shares at a price of 15 pence per share (the "Proposals"). The Proposals Under the terms of the Proposals, 8,333,334 new Enneurope shares, equating to #1.25 million, will be placed firm with Arlington. A further 11,666,666 new Enneurope shares, equating to #1.75 million, are to be offered under the terms of a fully underwritten open offer pursuant to which the shares have been placed with Arlington subject to clawback to satisfy valid acceptances from qualifying Enneurope shareholders. Further details regarding the Proposals will be set out in a circular to be sent to shareholders as soon as practicable. Placing arrangements Ennstone has granted Arlington a put option in respect of any new Enneurope shares issued to it under the Proposals. Arlington will be entitled to exercise the put option between 9 June 2004 and 9 September 2004. In addition to this, prior to 9 September 2004, Arlington cannot dispose of any new Enneurope shares issued to it under the Proposals other than by accepting a recommended bid for Enneurope or by exercising the put option upon a bid for Ennstone becoming or being declared unconditional in all respects. The consideration due under the put option is to be satisfied by Ennstone allotting to Arlington such number of new ordinary shares in the capital of Ennstone ("Ennstone Shares") equal to the aggregate value of the new Enneurope shares issued to Arlington under the Proposals at an option price of 17 pence (save that Ennstone shall never be obliged to issue Ennstone Shares at less than their nominal value, in which case, Ennstone shall satisfy the consideration in cash). For these purposes, an Ennstone Share shall be valued at the lower of 92.5 per cent. of the average closing bid price of an Ennstone Share in the seven dealing days prior to (i) the date of signature of the put option agreement, or (ii) the service of a put option notice on Ennstone by Arlington. Irrevocable undertakings Ennstone has given an irrevocable undertaking to vote in favour of the Proposals at an extraordinary general meeting of Enneurope, details of which will be set out in the circular to be sent to shareholders as soon as practicable. Conditions The Proposals are conditional, inter alia, on the approval of Enneurope shareholders and the waiver by the Panel on Takeovers and Mergers of any obligation on Arlington to make a mandatory general offer for Enneurope shares under Rule 9 of the City Code. This Panel waiver will not extend to any obligation which may be incurred by Ennstone upon exercise of the put option arrangements by Arlington as described in the "Placing arrangements" section of this announcement. Accordingly, if Ennstone acquired 30 per cent. or more of the voting rights in Enneurope it may be required to make a mandatory general offer for the outstanding shares not then owned by Ennstone. Prospects The Board of Enneurope believes that this fundraising should enable the company to make strong progress towards building a significant market presence in North West Poland over the next few months. This will leave Enneurope well placed to take advantage of Poland's entry into the EU in 2004, following the strong referendum vote in favour of EU membership. The circular setting out full details of the Proposals and seeking shareholder approval will be sent to shareholders as soon as practicable. Enquiries Enneurope plc 01332 694444 Vaughan McLeod Altium Capital Limited 0161 831 9133 Phil Adams This information is provided by RNS The company news service from the London Stock Exchange END MSCSSUFUASDSESU
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