IFR Ifr Capital

 

TIDMIFR TIDMAPL TIDMACPM 
 
RNS Number : 0121P 
IFR Capital PLC 
18 March 2009 
 

IFR Capital PLC 
 
 
("IFR" or the "Company") 
 
 
Share Exchange 
 
 
 
 
The Board of IFR Capital PLC (AIM: IFR), the investment company focused on 
consolidation opportunities in the European food retail sector, is pleased to 
announce the exchange of Class B Preference Shares owned by Theobald Müller 
("TM") in IFR Jersey Limited ("IFR Jersey"), a wholly owned subsidiary of the 
Company, for new ordinary shares valued at EUR16 million in the Company (the 
"Transaction"). 
 
 
Transaction Structure 
 
 
IFR Jersey has in issue 4,820,000,000 Class A Preference Shares of EUR0.01 each, 
which are wholly held by ACP Capital Limited and ACP Mezzanine Limited, and 
5,000,000,000 Class B Preference Shares of EUR0.01 each, which are wholly held by 
TM. The terms of both classes of preference shares provide for a fixed 
preferential dividend to be paid to the holders of the preference shares upon 
redemption of the respective preference shares. The rate of the preferential 
dividend steps up over time (first year: 20.0 per cent. per annum, second year: 
27.5 per cent. per annum, third year: 37.5 per cent. per annum). The 
preferential dividend on both classes of preference shares is currently accruing 
at a rate of 27.5 per cent. per annum. 
 
 
TM has agreed to transfer 1,291,963,940 Class B Preference Shares (the 
"Consideration Preference Shares") (together with preferential dividends accrued 
thereon totalling EUR3.08 million) in consideration for the issue to him of 
200,000,000 new ordinary shares of EUR0.01 each in the Company, fully paid. The 
implied issue price of the new ordinary shares is therefore EUR0.08 per ordinary 
share which is a discount of 30.43 per cent. to the closing mid market price of 
EUR0.115 per ordinary share on 17 March 2009, the last business day prior to the 
date of this announcement. As a result of the transfer, the Company is now the 
holder of the Consideration Preference Shares. 
 
 
Background to and reasons for the Transaction 
 
 
The Company considers the current fixed preferential dividend of 27.5 per cent. 
per annum payable by IFR Jersey to be very high and places a large financial 
burden on the Company. The Transaction provides for an exchange of expensive 
Class B Preference Shares for new ordinary shares in the Company without any 
cash outflow. Any dividends payable on the Consideration Preference Shares will 
from now on be payable to the Company and the value of ordinary equity will also 
be substantially increased, thereby strengthening the financial position of the 
Company, as a result of the Transaction thus benefiting the Company and the 
shareholders of the Company as a whole. 
 
 
Related Party Transaction 
 
 
TM is the current beneficial holder of 53,083,239 ordinary shares (being held by 
TML Invest S.a.r.l. ("TML")), or 23.83 per cent. in the total voting rights of 
the Company. TM is therefore a substantial shareholder of the Company and is 
considered to be a related party as defined under the AIM Rules for Companies 
(the "AIM Rules"). The Transaction constitutes a "related party transaction" 
under AIM Rule 13. Accordingly, the Directors, having consulted with Charles 
Stanley Securities, the Company's Nominated Adviser, consider the terms of the 
transaction to be fair and reasonable insofar as the Company's shareholders are 
concerned. 
 
 
Details of the Share Exchange 
 
 
Application has been made for the 200,000,000 new ordinary shares to be admitted 
to trading on AIM and it is expected that admission will take place on 23 March 
2009. 
 
 
The new ordinary shares rank pari passu in all respects with the existing 
ordinary shares, including the right to receive any dividend or other 
distribution declared, made or paid after the date of their unconditional 
allotment. 
 
 
As required by Cypriot law an independent valuation has been undertaken by a 
suitably qualified financial adviser, in relation to the terms of the share 
exchange. 
 
 
Following this allotment, the total issued share capital of the Company will 
have increased to 422,782,750 ordinary shares. 
 
 
Changes to Significant Shareholders 
 
 
In addition, the Company was notified that TM has sold 53,083,239 ordinary 
shares in the Company (being held by TML) to Heiner Kamps, the Chief Executive 
Director of the Company, at EUR0.08 per ordinary share. 
 
 
As a result of the issue by the Company of the new ordinary shares on 17 March 
2009 pursuant to the Transaction and the share purchase by Heiner Kamps, so far 
as the Company is aware, the significant shareholders of the Company hold the 
following interests: 
 
 
+--------------------+-------------+-------------+-------------+-------------+ 
| Name of            |  Pre - the Transaction    |          Current          | 
| Shareholder        |                           |                           | 
+--------------------+---------------------------+---------------------------+ 
|                    |  Number of  | % of Issued |  Number of  | % of Issued | 
|                    |Shares Held  |       Share |Shares Held  |       Share | 
|                    |             |     Capital |             |     Capital | 
+--------------------+-------------+-------------+-------------+-------------+ 
| Theobald Müller    |  53,083,239 |       23.83 | 200,000,000 |       47.31 | 
| (TML)              |             |             |             |             | 
+--------------------+-------------+-------------+-------------+-------------+ 
| Heiner Kamps       |  52,621,717 |       23.62 | 105,704,956 |       25.00 | 
+--------------------+-------------+-------------+-------------+-------------+ 
| ACP Capital        |  60,124,092 |       26.99 |  60,124,092 |       14.22 | 
| Limited            |             |             |             |             | 
+--------------------+-------------+-------------+-------------+-------------+ 
| Aeris Holding AG   |  12,682,926 |        5.69 |  12,682,926 |        3.00 | 
+--------------------+-------------+-------------+-------------+-------------+ 
| Societe Generale   |   8,912,000 |        4.00 |   8,912,000 |        2.11 | 
+--------------------+-------------+-------------+-------------+-------------+ 
 
 
The Company is incorporated in Cyprus and is managed and controlled outside the 
United Kingdom. As such the City Code on Takeovers and Mergers does not apply to 
the Company. 
 
 
For further information please contact: 
 
 
+-----------------------------------------------+----------------------+ 
| IFR Capital PLC                               |                      | 
+-----------------------------------------------+----------------------+ 
| Ulrike Sucker                                 |  +49 (0) 211 310 627 | 
|                                               |                   12 | 
+-----------------------------------------------+----------------------+ 
|                                               |                      | 
+-----------------------------------------------+----------------------+ 
| Charles Stanley Securities - NOMAD and broker | +44 (0) 20 7149 6000 | 
+-----------------------------------------------+----------------------+ 
| Rick Thompson / Philip Davies / Ben Johnston  |                      | 
+-----------------------------------------------+----------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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