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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Crestchic Plc | LSE:LOAD | London | Ordinary Share | GB00B0SPFW38 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 399.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jul 2019 to Jul 2024
TIDMNBI
RNS Number : 5452V
Northbridge Industrial Services PLC
18 April 2016
18 April 2016
Northbridge Industrial Services Plc
Results of Placing
Northbridge Industrial Services Plc, the industrial services and rental company, is pleased to announce the successful completion of the Placing announced earlier today.
A total of 1.8 million First Placing Shares have been placed firm and a further 4.2 million Second Placing Shares have been placed subject to shareholder approval being obtained at a general meeting of Shareholders. The First Placing Shares and the Second Placing Shares will be allocated proportionately to Placees at a price of 75 pence per share, raising gross proceeds of GBP4.5 million. Settlement and admission to trading on AIM of the First Placing Shares is expected to occur on 20 April 2016 and in respect of the Second Placing Shares on 6 May 2016.
In addition, a further GBP1.1 million is expected to be raised by way of an underwritten Open Offer to existing Shareholders.
The Placing Shares will represent approximately 33 per cent. of the Existing Ordinary Shares and approximately 23 per cent. of the Enlarged Share Capital (assuming the Placing Shares and the maximum number of Open Offer Shares are allotted).
Eric Hook, CEO of Northbridge Industrial Services, commented: "We are delighted with the interest in the Placing and we would like to welcome our new shareholders and thank all of our existing shareholders for their on-going support. The GBP5.6 million total investment, assuming the Open Offer is subscribed in full, will support our future growth and allow us to benefit from the new opportunities that arise as the market begins to stabilise.
It has been a tough period for all companies with exposure to the oil market but we believe that our strengthened balance sheet, coupled with our swift and strategic response to market volatility, will lead to a refocussed and robust Northbridge going forward."
Directors' participation
Directors of the Company have, in aggregate subscribed for 1,100,033 New Ordinary Shares (approximately GBP825,000 at the Issue Price) in the Placing and have also each agreed to take up their Basic Entitlement in the Open Offer for an aggregate amount of 352,741 Open Offer Shares (approximately GBP264,500 at the Issue Price).
The participation of the Directors of the Company (and/or their connected persons) in the Placing and their expected participation in the Open Offer are set out in the table below:
Hot Features
Premium
Beneficial Beneficial
holding before First Second Total Open holding following
the Placing Placing Placing Placing Offer the Placing
& Open Offer Shares Shares Shares take-up and Open Offer**
(shares) (%) (shares) (shares) (shares) (shares) (shares) (%)
-------------------- ---------- ------ --------- --------- --------- --------- ------------ -------
Western Selection* 2,500,000 13.6% 174,544 349,088 523,632 200,000 3,223,632 12.4%
Peter Harris 1,220,000 6.6% 86,625 173,250 259,875 97,600 1,577,475 6.1%
Eric Hook 500,000 2.7% 35,556 71,112 106,668 39,999 646,667 2.5%
Ash Mehta 96,969 0.5% 26,303 52,607 78,910 7,757 183,636 0.7%
Michael Dodson 75,750 0.4% 39,646 79,294 118,940 6,060 200,750 0.8%
Ian Gardner 16,581 0.1% 4,002 8,006 12,008 1,325 29,914 0.1%
* of which David Marshall, Non-executive Director of the Company, is Non-executive Chairman
**assumes full take-up under the Open Offer
General Meeting
The Company intends to send a circular to Shareholders on 19 April 2016 to convene a General Meeting of the Company to be held at 11.00 a.m. on 5 May 2016 at Holiday Inn Express, 2nd Avenue Parkway, Centrum 100, Burton-on-Trent, DE14 2WF.
The Placing (save for the Permitted Allotment) and the Open Offer are conditional, inter alia, upon the following:
-- the passing, without amendment, of resolutions 1 and 3 of the Resolutions at the General Meeting;
-- Second Admission occurring by no later than 8.00 a.m. on 6 May 2016 (or such later times and/or dates as may be agreed between the Company and Stockdale, being no later than 31 May 2016); and
-- the Placing, and Underwritten Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Second Admission having occurred) and not having been terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing (save for the Permitted Allotment) and the Open Offer will lapse; and
(a) the Placing Shares (save for the Permitted Allotment) will not be issued and all monies received from investors in respect of the Placing Shares (save for the Permitted Allotment) will be returned to them (at the investors' risk and without interest) as soon as possible thereafter; and
(b) any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2016
Despatch of the Circular, the Form of Proxy and, 19 April
to certain Qualifying Non-CREST Shareholders,
the Application Form
Admission of the First Placing Shares to trading 20 April
on AIM
Latest time and date for receipt of Forms of 11:00 a.m. on 3
Proxy for the General Meeting May
General Meeting 11:00 a.m. on 5
May
Admission of the Second Placing Shares and Open 8:00 a.m. on 6 May
Offer Shares to trading on AIM
New Ordinary Shares in uncertificated form expected 6 May
to be credited to accounts in CREST (uncertificated
holders only)
Expected despatch of definitive share certificates By 14 May
for the New Ordinary Shares (certificated holders
only)
Notes:
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Stockdale Securities Limited), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
(2) References to times in this announcement are to London times unless otherwise stated.
(3) Assumes the passing of certain resolutions at the Company's general meeting expected to be convened for 5 May 2016.
-Ends-
For further information
Northbridge Industrial Services Plc 01283 531645
Eric Hook, Chief Executive Officer
Stockdale Securities Limited (Bookrunner, Nominated Adviser and Broker) 020 7601 6100
Robert Finlay / Antonio Bossi / Henry Willcocks
Buchanan 020 7466 5000
Charles Ryland / Stephanie Watson
About Northbridge:
Northbridge Industrial Services plc hires and sells specialist industrial equipment. With offices or agents in the UK, USA, Dubai, Belgium, Germany, France, Australia, New Zealand, Singapore, China, Brazil and South Korea, Northbridge has a global customer base. This includes utility companies, the oil and gas sector, shipping, banking, mining, construction and the public sector. The product range includes loadbanks, transformers and oil tools. Northbridge was admitted to AIM in 2006 since when it has grown by providing a high level of service, responsiveness and flexibility to customers. It has grown by the acquisition of companies in the UK, Dubai, Australia, Belgium, New Zealand and Singapore and through investing further in those acquired companies to make them more successful. Northbridge continues to seek suitable businesses for acquisition across the world.
APPENDIX I
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
Act the Companies Act 2006;
Admission admission of the New Ordinary Shares to
trading on AIM and such admission becoming
effective in accordance with the AIM Rules
(comprising of the First Admission and
Second Admission);
AIM the AIM market operated by the London
Stock Exchange;
AIM Rules for Companies the rules of AIM as set out in the publication
entitled 'AIM Rules for Companies' published
by the London Stock Exchange from time
to time;
Application Form the application form accompanying this
announcement to be used by Qualifying
(MORE TO FOLLOW) Dow Jones Newswires
April 18, 2016 10:09 ET (14:09 GMT)
Non-CREST Shareholders in connection with
the Open Offer;
Basic Entitlement the Open Offer Shares which a Qualifying
Shareholder is entitled to subscribe for
under the Open Offer calculated on the
basis of 2 Open Offer Shares for every
25 Existing Ordinary Shares held by that
Qualifying Shareholder as at the Record
Date;
certificated or in certificated the description of a share or other security
form which is not in uncertificated form (that
is not in CREST);
Circular the circular expected to be posted to
Shareholders on 19 April 2016;
Company or Northbridge Northbridge Industrial Services Plc a
company incorporated in England and Wales
with registered number 05326580 and having
its registered office at Second Avenue,
Centrum 100, Burton on Trent, DE14 2WF;
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations);
CREST Manual the compendium of documents entitled "CREST
Manual" issued by Euroclear from time
to time and comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, the CREST Rules (including CREST
Rule 8), the CCSS Operations Manual and
the CREST Glossary of Terms;
CREST member a person who has been admitted by Euroclear
as a system member (as defined in the
CREST Regulations);
CREST participant a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations);
CREST Proxy Instruction the appropriate CREST message made to
appoint a proxy, properly authenticated
in accordance with Euroclear's specifications;
CREST Regulations the Uncertificated Securities Regulations
2001;
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor;
CREST sponsored member a CREST member admitted to CREST as a
sponsored member;
Enlarged Share Capital the issued share capital of the Company
immediately following the Second Admission,
assuming the Placing Shares and the maximum
number of Open Offer Shares are allotted;
Euroclear Euroclear UK & Ireland Limited;
Excess Applications applications pursuant to the Excess Application
Facility;
Excess Application Facility the mechanism whereby a Qualifying Shareholder,
who has taken up his Basic Entitlement
in full, can apply for Excess Shares up
to an amount equal to the total number
of Open Offer Shares available under the
Open Offer less an amount equal to a Qualifying
Shareholder's Basic Entitlement, subject
always to the 29.9 per cent. Aggregate
Limit;
Excess CREST Open Offer in respect of each Qualifying CREST Shareholder
Entitlements who has taken up his Basic Entitlement
in full, the entitlement to apply for
Open Offer Shares in addition to his Basic
Entitlement credited to his stock account
in CREST, pursuant to the Excess Application
Facility, which may be subject to scaling
back in accordance with the provisions
of this announcement;
Excess Shares Open Offer Shares which are not taken
up by Qualifying Shareholders pursuant
to their Basic Entitlement and which are
offered to Qualifying Shareholders under
the Excess Application Facility;
Excluded Overseas Shareholders other than as agreed by the Company and
Stockdale or as permitted by applicable
law, Shareholders who are located or have
registered addresses in a Restricted Jurisdiction;
Existing Ordinary Shares the 18,425,558 Ordinary Shares in issue
(excluding Ordinary Shares held in treasury)
as at the Record Date;
FCA the Financial Conduct Authority;
First Admission admission to trading on AIM of those New
Ordinary Shares in connection with the
Placing that fall within the Permitted
Allotment and such admission becoming
effective in accordance with the AIM Rules;
First Placing Shares means 1,800,000 New Ordinary Shares in
the capital of the Company admitted to
trading on AIM on First Admission;
Form of Proxy the form of proxy accompanying this Circular
relating to the General Meeting;
FSMA the UK Financial Services and Markets
Act 2000, as amended;
General Meeting or GM the general meeting of the Company to
be convened for 5 May 2016 and including
any adjournment(s) thereof;
Group the Company and its subsidiary undertakings
at the date of this announcement (as defined
in sections 1159 and 1160 of the Act);
Issue Price 75 pence per New Ordinary Share;
Latest Practicable Date means 15 April 2016, being the latest
practicable date prior to publication
of this announcement;
London Stock Exchange London Stock Exchange plc;
Money Laundering Regulations Money Laundering Regulations 2007 (as
amended and supplemented from time to
time);
New Ordinary Shares up to 7,474,044 new Ordinary Shares to
be issued by the Company pursuant to the
Placing and the Open Offer;
Notice of General Meeting the notice of General Meeting, set out
at the end of the Circular;
Open Offer the conditional invitation by the Company
to Qualifying Shareholders to apply to
subscribe for Open Offer Shares at the
Issue Price on the terms and subject to
the conditions set out in the Circular
and in the case of the Qualifying Non-CREST
Shareholders only, the Application Form;
Open Offer Entitlements an entitlement to subscribe for Open Offer
Shares, allocated to a Qualifying Shareholder
under the Open Offer (and, for the avoidance
of doubt, references to Open Offer Entitlements
include Basic Entitlements and Excess
CREST Open Offer Entitlements);
Open Offer Shares the up to 1,474,044 New Ordinary Shares
to be offered to Qualifying Shareholders
under the Open Offer;
Overseas Shareholders Shareholders with registered addresses
outside the UK or who are citizens of,
incorporated in, registered in or otherwise
resident in, countries outside the UK;
Ordinary Shares ordinary shares of 10 pence each in the
capital of the Company;
Permitted Allotment the allotment of 1,800,000 shares allotted
(MORE TO FOLLOW) Dow Jones Newswires
April 18, 2016 10:09 ET (14:09 GMT)
for cash, on a non pre-emptive basis,
as permitted by section 570 of the Act
and a special resolution passed by the
members of the Company at the last Annual
General Meeting held on 28 May 2015;
Placees the persons who have agreed to subscribe
for the Placing Shares;
Placing Shares the 6,000,000 New Ordinary Shares to be
issued by the Company under the Placing;
Placing the placing of the Placing Shares with
the Placees pursuant to the Placing and
Underwritten Open Offer Agreement;
Placing and Underwritten the agreement dated 18 April 2016 between
Open Offer Agreement the Company and Stockdale Securities Limited
relating to the Placing and the Open Offer;
Qualifying CREST Shareholders Qualifying Shareholders whose Existing
Ordinary Shares on the register of members
of the Company on the Record Date are
in uncertificated form;
Qualifying Non-CREST Qualifying Shareholders whose Existing
Shareholders Ordinary Shares on the register of members
of the Company on the Record Date are
held in certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares on
the register of members of the Company
at the Record Date with the exception
(subject to certain exceptions) of Excluded
Overseas Shareholders;
Record Date 5.30 p.m. on 15 April 2016;
Registrars or Receiving Capita Asset Services, a trading name
Agent or Capita Asset of Capita Registrars Limited;
Services
Regulatory Information has the meaning given in the AIM Rules
Service for Companies;
Resolutions the resolutions to be proposed at the
General Meeting which are set out in full
in the Notice of General Meeting;
Restricted Jurisdictions each of Canada, Australia, South Africa,
Japan and the United States;
Second Admission admission to trading on AIM of those New
Ordinary Shares that are subject to the
passing of the Resolutions set out in
the Notice of General Meeting, and such
admission becoming effective in accordance
with the AIM Rules;
Second Placing Shares 4,200,000 Ordinary Shares, being the Placing
Shares other than the First Placing Shares;
Shareholders holders of Existing Ordinary Shares;
Stockdale Stockdale Securities Limited, a company
incorporated in England and Wales with
registered number 00762818 and having
its registered office at Beaufort House,
15 St. Botolph Street, London, EC3A 7BB;
uncertificated recorded on a register of securities maintained
by Euroclear in accordance with the CREST
Regulations as being in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST;
UK or United Kingdom the United Kingdom of England, Scotland,
Wales and Northern Ireland;
US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia;
GBP or sterling pounds sterling, the legal currency of the United
Kingdom; and
29.9 per cent. Aggregate the restriction on the number of Open
Limit Offer Shares that each Qualifying Shareholder
may receive under the Open Offer on the
basis that no Qualifying Shareholder shall
be entitled to receive in excess of such
number of Open Offer Shares as would bring
its aggregate interest in the Company
to more than 29.9 per cent. of the Enlarged
Share Capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGUMUCUPQGCR
(END) Dow Jones Newswires
April 18, 2016 10:09 ET (14:09 GMT)
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