Redemption of Loan Notes and Issue of Equity (5700B)

TIDMVSA

RNS Number : 5700B

VSA Capital Group PLC

18 April 2012

AIM: VSA

VSA Capital Group plc

("VSA Capital Group" or "the Company")

Redemption of Loan Notes and Issue of Equity

18 April 2012

REDEMPTION OF LOAN NOTES AND ISSUE OF EQUITY

On 5 April 2012, VSA Capital Group announced that the Board was in discussions with the holders of the GBP300,000 nominal of convertible loan notes of GBP1.00 each, which accrue interest at a rate of nine per cent. per annum ("Loan Notes") which were issued by the Company in connection with the purchase of VSA Capital Limited.

Those discussions reached a successful conclusion and on 17 April 2012 the Company redeemed the Loan Notes, the proceeds of which have immediately been re-invested into VSA Capital Group via a placing of 6,000,000 new ordinary shares of 0.2p each in the capital of the Company ("Ordinary Shares") at 5 pence per new Ordinary Share, effectively converting the debt into equity ("Redemption"). Taken together, these transactions will generate a cash flow benefit to the VSA Group, save on potential future interest payments at 9% per annum and will strengthen its balance sheet.

The Redemption constitutes a related party transaction under the AIM Rules for Companies. With the exception of Andrew Monk, who holds GBP100,000 nominal of the Loan Notes and is, therefore, involved in these transactions as a related party, the directors consider, having consulted with the Company's nominated adviser Shore Capital & Corporate Limited, that the terms of these transactions are fair and reasonable insofar as its shareholders are concerned.

LYNDON CHAPMAN, FORMER NON-EXECUTIVE CHAIRMAN

On 4 March 2010 the Company confirmed that Lyndon Chapman had agreed to act as Non-Executive Chairman for a period of two years, the terms of his then new engagement including an allotment of 500,000 Ordinary Shares, credited as fully paid, upon termination of his appointment. That engagement came to an end on 31 March 2012 and the issue of these shares, at par value, is included within the new Ordinary Shares to be admitted to trading described below.

SERATA HOLDINGS LIMITED

On 8 December 2011, the Company announced a placing of new ordinary shares in the capital of the Company and that 149,602 of those new ordinary shares were due to be issued to Serata Holdings Limited, the former parent company of VSA Capital Limited, under the terms of the sale and purchase agreement relating to the latter company. It had come to the attention of the directors of the Company that Serata Holdings Limited was dissolved on 19 July 2011 and, accordingly, the 149,602 new Ordinary Shares scheduled to be issued to that company did not form part of the connected placing. Serata Holdings Limited has been re-instated by the Registrar of Companies and the issue of a re-calculated amount of 187,640 shares, at par value, is now included in the new Ordinary Shares to be admitted to trading described below.

DIRECTOR SHAREHOLDING

As a result of the transactions described in this announcement, Andrew Monk is now beneficially interested in 7,400,000 Ordinary Shares, amounting to 14.7 per cent. of the issued share capital of the Company.

The Company has been notified that Andrew Monk, Chief Executive Officer, has today transferred 1,270,000 ordinary shares of 0.2p each in the capital of the Company to his self invested personal pension (SIPP). These ordinary shares are now held for the benefit of Mr Monk's SIPP. Following this transfer, there is no change to Mr Monk's beneficial interest in the capital of the Company.

ADMISSION TO TRADING ON AIM

A total of 6,687,640 new Ordinary Shares will be issued pursuant to the matters noted above and these new Ordinary Shares will rank pari passu in all respects with the existing issued ordinary share capital of the Company. Application has been made for the new Ordinary Shares to be admitted for trading on AIM and trading is expected to commence on 24 April 2012.

HOLDINGS ON COMPLETION OF THE PLACING

Set out below are the interests of the directors in the Company's issued share capital following admission of the new Ordinary Shares:

 
 Aggregate interests                    %      Aggregate      % 
  prior to the Placing                          interests 
                                                after the 
                                                Placing 
-----------------------------------  -------  -----------  ------- 
 Gavin      Non-Exec 
  Casey*     Chairman     1,950,000    4.46%    1,950,000    3.87% 
---------  ------------  ----------  -------  -----------  ------- 
 Andrew     Chief 
  Monk       Executive    5,400,000   12.36%    7,400,000   14.70% 
---------  ------------  ----------  -------  -----------  ------- 
 Peter      Finance 
  Joy        Director       500,000    1.44%      500,000    0.99% 
---------  ------------  ----------  -------  -----------  ------- 
 

*Gavin Casey's holding includes 975,000 Ordinary Shares beneficially held by his wife and corrects his holding disclosed on 23 February 2012, ahead of his appointment as Non-Executive Chairman on 2 April 2012.

TOTAL VOTING RIGHTS

Following the admission of the new Ordinary Shares, the issued share capital of the Company will increase by 15.3 per cent. to 50,363,637 ordinary shares of 0.2p each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules (as applied to the Company by AIM Rule 17).

For further information, please contact:

VSA Capital Group plc

   Andrew Monk, CEO                                                        020 3005 5000 

Blythe Weigh Communications

   Tim Blythe                                                                          020 7138 3204 

Shore Capital and Corporate Limited

   Bidhi Bhoma or Toby Gibbs                                         020 7408 4090 

Rivington Street Corporate Finance

   Jon Levinson                                                                      020 7562 3357 

NOTES TO EDITORS

VSA Capital Group plc is an international investment banking and institutional broking group headquartered in London. Via its subsidiary, VSA Capital Limited, the group provides corporate finance, broking, research, sales and capital raising capabilities to companies in the natural resources sectors; Oil & Gas, Mining, Agriculture and Timber.

VSA Capital Limited is authorised and regulated by the FSA and advises companies listed in London (AIM and the Main Market), Canada (TSX) Australia (ASX) and the USA (OTCBB) with assets on every continent. The firm currently has 24 retained corporate clients with an aggregate market value of over $1bn.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLIFETSEITLIF