Coolabi plc - Placing
21 Oct 09
RNS Number : 1584B
Coolabi PLC
21 October 2009
Coolabi plc ("Coolabi" or "the Company")
Placing
Coolabi plc (COO:L), the AIM-listed media company focused on the ownership and creative management of high quality intellectual property rights, announces that it has raised approximately £1.15 million (gross) by way of a placing (the "Placing") of 14,375,000 new Ordinary Shares (the "Placing Shares") at a price of 8p per share (the "Placing Price"). The Placing is conditional upon the Company obtaining approval from its shareholders to disapply statutory pre-emption rights and to grant the Board authority to issue and allot the new Ordinary Shares and admission of the Placing Shares to trading on AIM ("Admission").
The Board is also proposing to establish a Coolabi Long Term Incentive Plan ("LTIP") and make amendments to its articles of association following the bringing into force of the Companies Act 2006 (the "Act").
A circular in relation to the above matters has today been sent to shareholders and will be available shortly on the Company's website: http://www.coolabi.com
Background to and reasons for the Placing
In its interim results announcement, made on 30 September 2009, the Company reported that it had successfully driven growth in both its owned and licensed intellectual properties. This growth enabled the Company to report its first positive EBITDA for the twelve months ended 30 June 2009.
The Company has a number of opportunities to invest in its existing owned and licensed intellectual properties in order to capitalise on development and commercial achievements to date. These opportunities will help the Company to accelerate its EBITDA growth in the future. Specifically, the board is looking to invest the proceeds of the Placing within some or all of its wholly and partly owned properties (e.g. Purple Ronnie and Scarlett & Crimson), its production assets (e.g. Poppy Cat) and its licensed properties.
Details of the Placing
Following Admission, the Company will have 48,276,043 Ordinary Shares in issue and a market capitalisation of £3.9 million at the Placing Price. The Placing Shares will represent 29.8 per cent. of the issued ordinary share capital of the Company immediately following Admission. At the Placing Price, the Placing will raise approximately £1.09 million for the Company, net of expenses. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will occur on 16 November 2009.
The Placing is conditional, upon (i) the Company obtaining approval from its shareholders to disapply pre-emption rights and to grant the Board the necessary authority to allot the Placing Shares; and (ii) Admission. The Placing will not be underwritten.
Certain of the Directors of the Company, who currently hold between them interests in 1,253,391 Ordinary Shares representing 3.70 per cent. of the issued share capital of the Company, have undertaken to subscribe for 412,500 Placing Shares at the Placing Price. On Admission, the Directors of the Company will hold 4.90 per cent. of the Enlarged Issued Ordinary Share Capital.
Long Term Incentive Plan
The LTIP will be constituted by a written plan and will be operated in conjunction with The Coolabi Employee Benefit Trust ("EBT"). An independent company will act as trustee of the EBT. The purpose of the EBT is to purchase, hold and/or distribute shares in the Company under the terms of the LTIP and any other future employee share scheme arrangement. The EBT may acquire shares in the market or by the Company issuing and allotting new shares. The voting rights attaching to shares which are subject to an LTIP award will be exercised by the beneficial owners of the shares. Although shareholder approval is not necessary to establish the plan, as a matter of good governance the Board is proposing to adopt the LTIP only if shareholders authorise them to do so at the General Meeting.
Participation in the LTIP will be at the discretion of the Remuneration Committee which will administer the LTIP and decide, inter alia, on the value of LTIP awards and the extent to which awards are satisfied in cash and/or shares in the Company. Any shares awarded as part of the LTIP will be held by the EBT and will have a vesting period of three years from grant.
In addition, the Remuneration Committee of the Board will be considering the effectiveness as a performance incentive of the options that have been granted to employees of the Company's group given that the exercise price of the options granted is substantially below the Company's current share price. Actions that the Remuneration Committee intend to consider include rebasing the exercise price of options granted and/or cancelling existing options and replacing them with new options with a lower exercise price and/or changing the performance criteria attached to options.
Adoption of new Articles of Association
The proposed amendments to the Company's current articles of association reflect changes in the law following the implementation of the Act. They also reflect new regulations relating to uncertificated securities (i.e. those held in CREST) since the current articles were last updated.
Full details of the LTIP and the amendments being proposed to the Company's current articles of association can be seen in the circular posted to shareholders today.
21 October 2009
Enquiries:
Coolabi plc 020 7258 7080
Jeremy Banks / Tim Ricketts
Evolution Securities 020 7071 4300
Bobbie Hilliam / Chris Clarke
About Coolabi plc:
Coolabi is an AIM listed media group focused on the ownership, development, production and creative management of high quality intellectual property assets and their global exploitation through licensing and merchandising and distribution.
The group owns or controls the intellectual property rights to international brands including Purple Ronnie, as well as selected rights to properties such as the Hammer House of Horror.
Coolabi is actively looking to increase the number and range of intellectual property assets that it owns, develops and manages. Whilst a proportion of this growth will come from the development of Coolabi's existing development slate, the majority will be as a result of the group's acquisition strategy.
This information is provided by RNS
The company news service from the London Stock Exchange
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