Lead All Investments Limited Shareholder Circular and Notice of General Meeting (9573H)

TIDMLEAL

RNS Number : 9573H

Lead All Investments Limited

04 December 2015

Company No: WK 259337

LEAD ALL INVESTMENTS LIMITED

(Incorporated in the Cayman Islands)

Lead ALL Investments Limited

("LEAL" or the "Company")

Proposed Sub-Division of Ordinary Shares of 1 pence each into two Ordinary Shares of 0.5 pence each and proposed fundraising by the issue of 150,000,000 new Ordinary Shares of 0.5 pence each by means of a Firm Placing of 27,555,000 new Ordinary Shares and a conditional Placing and Open Offer of 122,445,000 new Ordinary Shares at 0.5 pence per share

Shareholder Circular and Notice of General Meeting

4 December 2015

Lead All Investments Limited (the "Company") today announces a proposed sub-division of each of the ordinary shares of 1 pence each in its capital into two shares of 0.5 pence each ("Sub-Division"), ("Shares") and a fundraising by the issue of 150 million new Shares by way of a firm placing of 27,555,000 new Shares ("Firm Placing") and a conditional placing ("Placing") and open offer ("Open Offer") of 122,445,000 new Shares at 0.5 pence per new Share to raise approximately GBP750,000 before expenses.

In order to provide Shareholders who have not taken part in the Firm Placing or the Placing with an opportunity to participate in the proposed fundraising, the Company is providing all Qualifying Shareholders and Qualifying DI Holders with the opportunity to subscribe, at the Offer Price, for an aggregate of up to 122,445,000 Offer Shares, on the basis, post the Sub-Division, of 2.5 new Shares for every existing Share at 0.5 pence each, payable in full on acceptance. The Placing will be subject to clawback depending on the acceptance levels under the Open Offer.

The Open Offer provides Qualifying Shareholders and Qualifying Depositary Interest ("DI") Holders with an opportunity to participate in the proposed issue of the Open Offer Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Company. Admission is expected to occur no later than 8am on 31 December 2015 and/or such later time and/or date as the Company and ZAI Corporate Finance Limited may agree.

Reasons for the Placing and Open Offer

The Company has, since incorporation, been unable to find a suitable investment within its investing policy. Over time, the cash resources available to the Company have become depleted such that the ongoing process of securing an investment the Board feels capable of recommending to Shareholders has become compromised. The Board considers that there remain reasonable prospects of securing an investment and that, in the pursuit of the strategy of the Company, that it will be necessary that further funds be available to support that process.

The Firm Placees and the Placees, all of whom are existing Shareholders, but are not all of the existing Shareholders, have agreed to subscribe for the Firm Placed Shares and the Placing Shares. The Firm Placed Shares equate to the pro-rata entitlement to Shares of the Firm Placees in the context of the fundraising as a whole and are not subject to clawback under the Open Offer. The Placing is subject to clawback to the extent that any Qualifying Shareholders take up their entitlement under the Open Offer. The Placees, having agreed to take the Placing Shares, will not therefore be seeking to participate in the Open Offer which accordingly will be available only to existing Shareholders who are not Placees.

The required authorities to allot the required Shares to effect the Firm Placing and Placing and Open Offer are set out within new Memorandum and Articles proposed to be adopted as part of the arrangements to effect the Firm Placing and the Placing and Open Offer. The new Memorandum and Articles are set out in the notice sent to Shareholders today convening an extraordinary meeting of the Company ("EGM") at which the third resolution to be proposed would, if passed, permit the Directors to allot all of the Placing Shares as if the rights of pre-emption contained within the new Memorandum and Articles did not apply. If the Resolutions are approved at the EGM then the new Memorandum and Articles will have been adopted and the Directors will be authorised under the authorities set out in the new Memorandum and Articles, including as disapplied by the third Resolution, to allot the Firm Placed Shares and the Placing Shares which allotment could result, if effected in full, in the Firm Placees and the Placees (who are the same people) in aggregate holding approximately 76% of the Shares then in issue.

In addition to the authorities to the Directors to allot Shares and the dis-application of rights of pre-emption in order to permit the Placing, the new Memorandum and Articles contain an amendment whereby the prohibition on any shareholder being able to acquire shares in the Company holding 30% or more of the voting rights in the Company be altered such that the absolute prohibition that currently exists on the current wording become a prohibition to be applied in the discretion of the Directors acting in the best interests of the Company. The Board considers that such an approach will be more consistent with the other provisions of the articles of association of the Company which seek to offer Shareholders, and especially minority Shareholders, certain protections in the case of takeovers of the Company.

Extraordinary General Meeting and Shareholder approval

The Sub-Division, adoption of the new Memorandum and Articles and dis-application of rights of pre-emption are each conditional on the passing of the applicable Resolutions to be proposed at the EGM. A notice convening the EGM to be held at 10.00 a.m. (Malay time) on Wednesday, 30 December 2015 at W07A1, 7th Floor,West Block, Wisma Selangor Dredging, 142C Jalan Ampang, 50450 Kuala Lumpur, Malaysia, at which the resolutions to approve the Sub-Division, to adopt the new Memorandum and Articles and to dis-apply rights of pre-emption will be proposed, is today being sent to Shareholders.

Details of the Placing

The Company has conditionally raised GBP750,000 before expenses by the Firm Placing and conditional Placing of up to 150,000,000 New Shares at the Offer Price to the Placees. The Placing Shares comprising 122,445,000 new Shares to be issued pursuant to the Placing will be subject to clawback, based on acceptances received by Qualifying Shareholders and Qualifying DI Holders under the Open Offer.

The Shares that are the subject of the Firm Placing and the Placing may, if there are no acceptances under the Open Offer, amount to over 71% of the share capital of the Company as enlarged by the Firm Placing and Placing. Details of the Placees that would hold 76% (approximately) of the Shares in such circumstances are set out below.

The Placing is conditional, inter alia, upon the Open Offer being made and the Placing becoming or being declared unconditional in all respects and Admission becoming effective by no later than 8am on 31 December 2015 or such later time and/or date (being no later than 8am on 08 January 2016) as ZAI and the Company may agreed.

Application will be made to the London Stock Exchange for the Admission of the Firm Placed Shares and the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8am on 31 December 2015 at which time it is also expected that Depositary Interests representing the Firm Placed Shares and Placing Shares will be enabled for settlement in CREST.

Details of the Open Offer

In order to allow Qualifying Shareholders to participate in the fundraising on the same terms, the Company is proposing to issue up to 122,445,000 Offer Shares from the Open Offer at the Offer Price, payable in full on acceptance. Any entitlements to Offer Shares not subscribed for by Qualifying Shareholders or Qualifying DI Holders will be available to Qualifying Shareholders and Qualifying DI Holders under the Excess Application Facility. The Placing will be clawed back according to the level of acceptances under the Open Offer and the Excess Application Facility.

Qualifying Shareholders and Qualifying DI Holders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

2.5 Offer Shares for every Existing Ordinary Share (post the Sub-Division)

and so in proportion for any number of existing Shares held on the record date for the Open Offer save that any resulting entitlement to less than a whole Ordinary Share shall be rounded down to the next whole Ordinary Share. Entitlements of Qualifying Shareholders and Qualifying DI Holders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders and Qualifying DI Holders but will be made available under the Open Offer excess application facility. Only Shareholders who are not Placees will be Qualifying Shareholders or Qualifying DI Holders. Qualifying Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. Subject to availability, the excess application facility enables Qualifying Shareholders and Qualifying DI Holders to apply for excess Shares through the excess application facility.

Full details in respect of the Open Offer are set out in the circular to Shareholders being sent today (the "Circular") a copy of which will be available on the web-site of the Company. The latest time and date for receipt of completed application under the Open Offer and payment in respect of it is 11am on 23 December 2015. The Open Offer is not being made to certain Overseas Shareholders. The Open Offer is not a rights issue and therefore the Offer Shares which Qualifying Shareholders and Qualifying DI Holders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders or Qualifying DI Holders who do not apply for Offer Shares.

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