TIDMCSI
RNS Number : 4819M
Castle Street Investments PLC
20 January 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
Castle Street Investments plc
("Castle Street" or "the Company")
Result of General Meeting, Completion of acquisition of
Selection
and Placing to raise GBP30 million and lifting of suspension of
trading in Ordinary Shares
Castle Street Investments plc (AIM: CSI), is pleased to announce
that, further to the announcement of 4 January 2016, at the General
Meeting held earlier today all resolutions proposed, as set out in
the Notice of General Meeting circulated to shareholders, were duly
passed.
Completion of Acquisition and Placing
As previously announced the Company has raised gross proceeds of
GBP30 million by way of an oversubscribed placing of New Ordinary
Shares at 30 pence each with new and existing investors, the
proceeds of which will be used to fund the Acquisition of Selection
Services Investments Limited, and to strengthen the Company's
balance sheet in line with its future strategy of making targeted
acquisitions within the IT services sector. The Acquisition has now
been approved and is due to complete on Admission tomorrow.
Board Changes
The board of directors will be strengthened with the
appointments of Andy Ross as Chief Executive Officer, Julian Phipps
as Chief Financial Officer, Jonathan Watts as Non-Executive
Chairman and Katherine Roe as independent Non-Executive Director.
Niall Stirling and Max Royde will step down from the Board. These
Board changes will take effect on Admission which is expected to
take place at 8.00am on 21 January 2016.
Director and Significant Shareholders
As part of the Placing, certain directors participated in the
Placing. On Admission, the Directors shall have the following
shareholdings in the Company:
Name Number of Ordinary % of the Enlarged
Shares on Admission Issued Share
Capital
Jonathan Watts 83,333 0.05
Katherine Roe 16,666 0.01
Total 99,999 0.06
--------------------- ------------------
Immediately following Admission the following persons are
expected to be, directly or indirectly, interested in 3 per cent.
or more of the enlarged total voting rights of the Company:
Name Number of % of the Enlarged
Ordinary Shares Issued Share
on Admission Capital
MXC Capital 43,000,000 24.9
Kestrel Partners LLP 28,235,000 16.4
Bill Dobbie 14,676,053 8.5
Coltrane Asset Management 11,105,497 6.4
Richard Griffiths & controlled
undertakings 9,019,378 5.2
Elevage Limited 6,666,668 3.9
Liontrust Asset Management 6,169,721 3.6
Henderson Volantis 5,552,748 3.2
----------------- ------------------
Total 131,478,002 76.2
----------------- ------------------
Admission and Trading
Application has been made to the London Stock Exchange for the
enlarged issued share capital of 172,555,803 ordinary shares of
2.5p each in the Company to be admitted to trading on AIM.
Admission is expected to take place at 8.00 a.m. on 21 January
2016, at which time the suspension, announced by the Company on 24
December 2015, will be lifted and trading in the Company's Ordinary
Shares will resume.
Accordingly, following Admission, the issued share capital of
the Company consists of 172,555,803 Ordinary Shares. The Company
does not hold any shares in treasury. Each Ordinary Share carries
the right to one vote in relation to all circumstances at general
meetings of the Company.
The above figure of 172,555,803 Ordinary Shares 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 Company under the FCA's
Disclosure and Transparency Rules.
Andy Ross, incoming CEO of Castle Street said:
"The acquisition of Selection will provide the platform to
execute our stated buy-and-build strategy with a focus on IT
solutions and Cloud services where we see significant
opportunities. The combination of a strong balance sheet, the new
management team we are building and MXC's proven track record will
provide strong differentiation and the opportunity to deliver value
for shareholders."
All capitalised terms in this announcement have the same meaning
as those definitions used in the Company's Admission Document,
dated 4 January 2016.
Castle Street Investments
plc
Bill Dobbie, Chairman Tel: +44 (0)
7788 923053
Jonathan Watts, Chairman Tel: +44 (0)
Elect 7967 658 249
N+1 Singer (Nominated Tel: +44 (0)20
Adviser and Broker) 7496 3000
Sandy Fraser
Jen Boorer
MXC Capital Markets Tel: +44 (0)20
LLP (Financial Adviser) 7965 8149
Marc Young
Charlotte Stranner
This information is provided by RNS
The company news service from the London Stock Exchange
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