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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Gmo | LSE:GMO | London | Ordinary Share | GB00B19Z0S04 | ORD NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.625 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 3719Z GMO Limited 18 July 2008 Press Release 18 July 2008 GMO Limited Conversion of Murabahah Loan Notes Highlights The Board of GMO Limited ("GMO" or "the Company") is pleased to announce the following: * that it has entered into agreements with each of the holders of the Murabahah Loan Notes issued by the Company in January 2007 ("Loan Notes") to vary the terms of the Loan Notes to allow their redemption by way of an issue of ordinary shares in the Company at 7 pence per share; * upon the conversions, the Company will issue an aggregate of up to 143,289,763 new ordinary shares of no par value, representing 358.22 per cent of the current issued share capital of the Company; * the conversions and issue of new ordinary shares, which are subject to certain conditions, are expected to take place in mid August; and * a capital reorganisation, pursuant to which the companies existing ordinary shares of 10p will be converted to new ordinary shares of no par value. The entering into of the agreements by the Company with each of Green Packet, mTouche and OSK Ventures (each of whom are a substantial shareholder in the Company within the meaning of the AIM Rules) is deemed to be a related party transaction pursuant to the AIM Rules. Having consulted with Blue Oar Securities, its nominated adviser, the Directors consider that, in their view, the terms of the agreements with the Holders and the proposed Conversions are fair and reasonable insofar as Shareholders are concerned. In order to effect the conversions an extraordinary general meeting of the company has been convened for 12 August 2008 and a circular will be sent to shareholders shortly. For further information: GMO Limited Eugene Goh, Chief Executive Officer Tel: + 65 9690 0099 eugene@gmoglobal.com www.gmoglobal.com Blue Oar Securities Justin Lewis Tel: +61 (0) 3 8637 1540 jlewis@blueoarsecurities.co.uk John Wakefield Tel: +44 (0) 117 933 0020 jwakefield@blueoarsecurities.co.uk www.blueoarsecurities.co.uk GMO Limited Conversion of Murabahah Loan Notes GMO announces that it has entered into agreements with each of the holders of the Loan Notes ("Holders") to vary the terms of the Loan Notes to allow the redemption of the Loan Notes by the Company in exchange for new ordinary shares of no par value ("New Ordinary Shares"), to be issued to the Holders at a subscription price of 7 pence per share. The conversions of the Loan Notes ("the Conversions") are subject to certain conditions which are further described below. In order to allow the Conversions to occur, the Company is also proposing a capital reorganisation, pursuant to which the existing ordinary shares of the Company, which have a par value of 10 pence each, will be converted into ordinary shares of no par value and the Company's authorised share capital will be increased so as to comprise an unlimited number of no par value shares. Because certain of the Holders are deemed to be related parties pursuant to the AIM Rules, the entering into certain of the agreements by the Company to allow the Conversions are classed as related party transactions pursuant to the AIM Rules. Before any Conversions can take place, the approval of Shareholders is required to the Capital Reorganisation and to the issue and allotment of New Ordinary Shares pursuant to the Conversions. Accordingly, an extraordinary general meeting is being convened for the purposes of passing the necessary resolutions. A circular to convene the meeting is being sent to shareholders to day and will be available on the Companies website. The Conversions Background The Company issued the Loan Notes in respect of a total amount of US$20,235,100 on 22 January 2007 in order to assist in the financing of the acquisition of a 20 per cent equity interest in Wisdom Choice Investment Limited. The Loan Notes are redeemable on 22 January 2009 and, as of 26 June 2008, the aggregate amount outstanding under the Loan Notes is US$19,713,519. The Company has been in discussions with the Holders with a view that it is in the best interest of the Company to put the Company back on a strong footing by way of conversion of the Loan Notes. The Conversions The Company has today entered into agreements with each of the Holders, whereby the Loan Notes will be amended to allow them to be redeemed by the Company in exchange for a number of New Ordinary Shares which represents the relevant amount due to a Holder at a subscription price of 7 pence per share. mTouche has entered into its agreement conditional on the approval of its own shareholders in general meeting. The entering into of the agreements by the Company with each of Green Packet, mTouche and OSK Ventures (each of whom are a substantial shareholder in the Company within the meaning of the AIM Rules) is deemed to be a related party transaction pursuant to the AIM Rules. Having consulted with Blue Oar Securities Plc, its nominated adviser, the Directors consider that, in their view, the terms of the agreements with the Holders and the proposed Conversions are fair and reasonable insofar as Shareholders are concerned. Subject to the passing of the resolutions and to the approval of the shareholders of mTouche, it is the Company's intention to redeem the Loan Notes and effect the Conversions as soon as reasonably practicable which is anticipated to be in mid August. Upon the Conversions, the Company will issue an aggregate of 143,289,763 New Ordinary Shares, representing 358.22 per cent of the current issued share capital of the Company. Holder Loan Notes Shares on Conversion Resultant Percentage Outstanding (USD) shareholding Green Packet 5,275,356 38,344,474 50,344,474 27.47 mTouch 7,884,263 57,307,586 69,307,586 37.81 OSK Ventures 3,943,739 28,665,477 34,665,477 18.91 Wago Group Limited 2,610,161 18,972,227 18,972,227 10.35 Following the conversions, the Holders applications will be made for the New Ordinary Shares to be admitted to AIM. Current Trading GMO, in its quest to become a leading WVAS and Media Company in China, is constantly evaluating its business and other potential opportunities. The Group continues to explore various acquisition opportunities in order to strengthen their businesses. The Group's investment strategy will be to acquire profitable trading businesses which are cash generative and capable of organic growth or growth by acquisition. Capital Reorganisation The current share price of the Company is 5.5 pence per share and the existing ordinary shares have a nominal value of 10 pence per share. Pursuant to the Act, the Company cannot issue shares for less than their nominal value. However, under the Act, the Company may issue shares of no nominal value (or "no par value") if it converts all of its shares to no par value shares. In order to allow the Company to issue shares at their current market value, which is less than their current nominal value, and to give flexibility for, amongst other things, future share issues, the Directors believe it is in the best interests of Shareholders to convert the Existing Ordinary Shares into ordinary shares of no par value. Resolutions are therefore being proposed at the extraordinary general meeting in order to effect the Capital Reorganisation, which will also require consequential amendments to the memorandum and articles of association of the Company. - Ends - This information is provided by RNS The company news service from the London Stock Exchange END MSCDVLBFVDBXBBL
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