TIDMRGO
RNS Number : 9269P
RiverFort Global Opportunities PLC
13 February 2019
13 February 2019
RiverFort Global Opportunities plc
("RGO" or the "Company")
Investment
Set out below is the text of an announcement relating to Pires
Investments plc ("Pires") in which RGO has agreed to subscribe for
7,816,660 new ordinary shares in the Placing, bringing its
aggregate holding to 16,149,993 (24.3% of the enlarged issued share
capital of Pires).
Pires is an AIM traded investing company with the investing
policy to invest principally, but not exclusively in the resources
and energy sectors. For the year ended 31 October 2017 it reported
a loss of GBP142,916 and had as at that date net assets of
GBP627,548.
Nicholas Lee, Investment Director and a shareholder of RGO is
also a director of the Pires.
"13 February 2019
Pires Investments plc
("Pires" or the "Company")
Issue of Equity and Related Party Transactions
Placing
Pires announces that the Company has placed 32,571,660 new
ordinary shares in the Company (the "Placing Shares"), at a price
of 2.4 pence per share, raising gross proceeds of GBP781,720 (the
"Placing"), subject to admission to trading on AIM. The Placing
Shares have been placed at a 9.4% discount to the closing mid-price
of the ordinary shares on 12 February 2019.
The proceeds of the Placing will enable the Company to take
advantage of investment opportunities as they arise and improve the
Company's attractiveness as an investment partner.
Application will be made for the Placing Shares to be admitted
to trading on AIM ("Admission") and it is expected that Admission
will become effective on or around 27 February 2019. The Placing
Shares will rank pari passu with the existing ordinary shares of
0.25 pence par value each ("Ordinary Shares").
Related party transactions
RiverFort Global Opportunities plc ("RGO") has an existing
interest over 8,333,333 ordinary shares in the Company (through JIM
Nominees), representing 24.6% of the Company's issued share capital
and, as such, is a substantial shareholder as defined in the AIM
Rules for Companies ("AIM Rules"). Accordingly, the transaction
between the Company and RGO is a related party transaction
("Transaction") pursuant to Rule 13 of the AIM Rules. Nicholas Lee,
a director of the Company, is also the Investment Director and a
shareholder of RGO, and
The directors of the Company independent of the Transaction,
having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, consider the terms of the Transaction to be
fair and reasonable insofar as the Company's shareholders are
concerned.
Furthermore, Resource Early Stage Opportunities Company
("RESOC") has an existing interest over 5,200,000 ordinary shares
in the Company (through Global Prime Partners Limited),
representing 15.3% of the Company's issued share capital and as
such is a substantial shareholder as defined in the AIM Rules for
Companies. The transaction between the Company and RESOC is a
related party transaction ("RESOC Transaction") pursuant to Rule 13
of the AIM Rules for Companies. RESOC has agreed to subscribe for
4,800,000 new ordinary shares in the Placing, bringing its
aggregate holding to 10,000,000 (15.0% of so enlarged issued share
capital).
The directors of the Company, having consulted with the
Company's nominated adviser, Cairn Financial Advisers LLP,
considers the terms of the RESOC Transaction to be fair and
reasonable insofar as the Company's shareholders are concerned.
Total voting rights
Following the issue of the Placing Shares, the Company will have
66,472,465 Ordinary Shares in issue, each share carrying the right
to one vote. The Company does not hold any Ordinary Shares in
treasury. The above figure of 66,472,465 Ordinary Shares may be
used by shareholders in the Company 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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Peter Redmond, Chairman said:
"I am pleased with the progress of our investment portfolio and
that we have been able to raise new funds at a small discount to
the current market price. Markets continue to be uncertain and this
situation is unlikely to improve in the short term. We therefore
believe that it is prudent to raise some additional funds at this
point in order to ensure that, we are both well-positioned against
the background of continued market uncertainly and a more
attractive investment partner, better able to take advantage of
opportunities as they arise.""
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For more information please contact:
RiverFort Global Opportunities
plc +44 20 7580 7576
Phillip Haydn-Slater,
Non-executive Chairman
-----------------
Nominated Adviser +44 20 7628 3396
-----------------
Beaumont Cornish
-----------------
Roland Cornish/Felicity
Geidt
-----------------
Joint Broker +44 20 7186 9950
-----------------
Shard Capital Partners
LLP
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Damon Heath/ Erik Woolgar
-----------------
Joint Broker +44 20 7562 3351
-----------------
Peterhouse Corporate
Finance
-----------------
Lucy Williams
-----------------
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END
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