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Share Name | Share Symbol | Market | Type |
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Cryptologic Corp | CSE:CRY | CSE | 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% | 0.33 | 0.13 | 0.295 | 0 | 00:00:00 |
RNS Number:2696R Country & Metropolitan PLC 24 October 2003 Country & Metropolitan PLC Placing of 1,893,900 Firm Placing Shares and a 1 for 6 Open Offer of 3,156,621 Open Offer Shares to Qualifying Shareholders For release on 24 October 2003 Country & Metropolitan plc ("C&M" or the "Company") announces that it proposes to raise approximately #8.3 million (approximately #7.9 million net of expenses) by an issue of 5,050,521 new ordinary shares ("New C&M Shares") (representing approximately 26.7 per cent. of the Company's issued share capital) through a placing and open offer at the Issue Price of 165p per New C&M Share ("Placing and Open Offer"). The sponsor and financial adviser to the Company is Dawnay Day Corporate Finance Limited; the broker is JM Finn & Co. The Issue Price per New C&M Share represents a discount of 16.5p (approximately 9.1 per cent.) to the closing middle market price of 181.5p per C&M Share on 23 October 2003 (the latest practicable date prior to this announcement). The Placing and Open Offer is not being underwritten. Background and reasons for the Placing and Open Offer In the present environment of political resistance to greenfield developments both at local and national levels and general planning problems, acquiring building land and obtaining planning consent takes time and is subject to strong competitive pressure from other developers. The Board believes that its skills in land acquisition and its in-depth understanding of the planning process have formed the basis of Country & Metropolitan's achievements to date. In order to make best use of these strengths and to improve its growth prospects without exposing itself to excessive financial gearing, the C&M Group wishes to raise additional equity capital. The Placing and Open Offer will raise approximately #7.9 million (net of expenses), addresses this requirement and, as described above, will provide additional working capital for increased low cost housing and mixed use developments as well as for expanding the C&M Group's land bank. While it is not possible to be specific about the precise allocation of the net proceeds of the Placing and Open Offer prior to agreeing the purchase prices of specific sites, the Board expects to apply approximately #3.8 million of the net proceeds of the Placing and Open Offer to the purchase of land and the balance of approximately #4.1 million for construction and related working capital requirements. The Board believes the potential benefits of increasing the land bank and scale of business outweigh the associated risk of building land falling in value. The effect of financing these land purchases out of the proceeds of the Placing and Open Offer will be to increase the C&M Group's gross assets and its capital base; thereby reducing the gearing percentage of net debt to share capital and reserves. The Placing The New C&M Shares (other than 543,794 New C&M Shares which are subject to irrevocable undertakings from certain Qualifying Shareholders to subscribe for their entitlements under the Placing and Open Offer ("Committed Shares")) have been conditionally placed by JM Finn as agent for the Company, with institutional and other investors on the terms of a placing and open offer dated 24 October 2003 ("Placing and Open Offer Agreement"). Stephen Wicks' pension fund and Jolyon Harrison have committed to subscribe, in aggregate, for 145,255 New C&M Shares, which represent approximately 7.7 per cent. of the total of 1,893,900 New C&M Shares which have been placed firm ("Firm Placing Shares"). The remaining 3,156,621 New C&M Shares ("Open Offer Shares") are being offered to Qualifying Shareholders under the Open Offer. All New C&M Shares have been or will be issued at a price of 165p each. The Issue Price of 165p represents a discount of approximately 9.1 per cent. to the middle market price of 181.5p of a C&M Share at the close of business on 23 October 2003 (the latest practicable date prior to the publication of this announcement). Certain Qualifying Shareholders have undertaken not to apply for their entitlement to 849,461 Open Offer Shares in aggregate. JM Finn has also placed these Open Offer Shares firm with institutional and other investors. The remaining 1,763,366 Open Offer Shares (other than the Committed Shares) have been placed with institutional and other investors subject to clawback by Qualifying Shareholders under the Open Offer. The New C&M Shares represent approximately 26.7 per cent. of the existing C&M Shares and will represent approximately 21.1 per cent. of the enlarged issued share capital of the Company following the completion of the Placing and Open Offer. The Placing and Open Offer is conditional, inter alia, upon the passing of a resolution to be proposed at an extraordinary general meeting of the Company to be held at 11.00 am on 17 November 2003, on the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms and on admission of the New C&M Shares to the official list of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ("Admission") becoming effective by not later than 8.00 a.m. on 19 November 2003 (or such later time and/or day, not being later than 5.00 p.m. on 30 November 2003, as the Company, Dawnay Day and JM Finn agree). The New C&M Shares will, when issued and fully paid, rank pari passu in all respects with the existing C&M Shares. Applications have been made to the UK Listing Authority for Admission of the New C&M Shares. It is expected that Admission will become effective and dealings will commence in the New C&M Shares on 19 November 2003. The Open Offer The Open Offer provides Qualifying Shareholders with the opportunity to apply for 3,156,621 Open Offer Shares at the Issue Price on the following basis: 1 Open Offer Share for every 6 Existing C&M Shares registered in their names at the close of business on 22 October 2003 and so in proportion for any greater number of shares so registered. Entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number. Fractions of Open Offer Shares will be disregarded in the calculation of a Qualifying Shareholder's entitlement. Completed Application Forms, together with payment in full, must be received by 3.00 p.m. on 14 November 2003. The C&M Group's business The Board of Country & Metropolitan, a developer of affordable homes and complex mixed property developments, in response to shifting market trends, correctly anticipated the cooling down of the housing market in the South East of England over 18 months ago. As a result of those projections, a strategic decision was taken to increase its activities in the North of England, both via its existing operations in the North and the North West and via the acquisition in August 2002 of NorthCountry Homes Group Limited ("NorthCountry"), a group of five housebuilding companies specialising in affordable homes for sale. At the same time the Company began to withdraw from developing luxury homes in North West London. The majority of the C&M Group's developments will now be based on providing good quality homes at affordable prices and it intends to pursue a number of new initiatives in the South East to provide low cost homes for sale, principally to first-time buyers or key worker employees. The continued growth of the C&M Group's volume housebuilding activities, its more complex mixed use property development schemes and the enlargement of the land bank requires additional financial investment. Current trading and prospects Following the acquisition of NorthCountry in August 2002, the enlarged C&M Group's financial reporting periods were brought into line by changing Country & Metropolitan's financial reporting date from 31 August to 30 June. As a result of this change, the enlarged group reported its results for a shortened 10-month period ended 30 June 2003, which were announced on 6 October 2003. Profit before tax and amortisation of goodwill for that period was #6.85 million on turnover of #62.8 million as compared with #3.99 million and #32.3 million respectively in the 12 months to 31 August 2002. Net assets at 30 June 2003 were #23.3 million. Trading since 1 July 2003 has been strong with contracted sales of #26.7 million and forward reservations of #18.6 million as at 30 September 2003. This compares with aggregate contracted sales and forward reservations of #38.4 million at 30 September 2002. While construction costs are increasing slightly, selling prices on urban developments, which are primarily in the North and North West of England, are still firm. The market for the purchase of development land is competitive and is subject to regional and local variations. In the South, the C&M Group is exploring housing development opportunities aimed at "first time buyers". The Directors intend to apply the low cost model, which has been a proven success in the North, to developments in the South. This strategy is in line with government plans for affordable key worker housing and, in some cases, brownfield planning initiatives. The geographic spread, product range and skill base, position the C&M Group for further growth in the current climate of low inflation, low interest rates and stability in the housing market sector in which the C&M Group primarily operates. The Board is confident of the C&M Group's prospects for the current financial year. Expected timetable of principal events 2003 Record Date for the Open Offer 22 October Latest time and date for splitting Application Forms 3.00 p.m. 12 November (to satisfy bona fide market claims) Latest time and date for receipt of completed Application Forms and 3.00 p.m. 14 November payment in full under the Open Offer Latest time and date for receipt of Form of Proxy 11.00 a.m. 15 November Extraordinary General Meeting 11.00 a.m. 17 November Dealings in New C&M Shares expected to commence 19 November CREST stock accounts expected to be credited for New C&M Shares in 19 November uncertificated form Definitive share certificates for New C&M Shares expected to be 24 November despatched by Enquiries Telephone number Country & Metropolitan PLC Stephen Wicks, Chief Executive 01895 824 111 Dawnay, Day Corporate Finance Limited Gerald Raingold 020 7509 4570 Bruce Garrow J M Finn & Co Leslie Kent 020 7860 6324 Buchanan Communications Ltd Jeremy Garcia 020 7466 5000 This information is provided by RNS The company news service from the London Stock Exchange END IOENKQKDBBDKPKB
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