RM2 International S.A.

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial and Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities. If you have sold or transferred all of your Ordinary Shares, please forward this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. This document does not constitute a prospectus for the purposes of the prospectus rules of the Financial Conduct Authority nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this document has not been approved by or filed with the Financial Conduct Authority. This document does not constitute or form part of any offer or invitation to sell or issue or a solicitation of any offer to acquire, purchase or subscribe for Placing Shares in any jurisdiction. This document must not be distributed to a US person (as such term is defined in the US Securities Act of 1933, as amended (the Securities Act )) or within or into the United States, Canada, Australia the Republic of South Africa, the Republic of Ireland or Japan. The Ordinary Shares have not been and will not be registered under the Securities Act, and may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or to or by any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or any national resident or citizen of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any corporation, partnership or other entity created or organised under the laws thereof. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. No application has been made or is currently intended to be made for the Placing Shares to be admitted to trading or dealt in on any other exchange. It is expected that, subject to, inter alia, the passing of the Resolutions at the General Meeting, admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares, on or around 21 October RM2 International S.A. (incorporated and registered in with number B ) Notice of General Meeting relating to the proposed Placing of up to 75,000,000 new Ordinary Shares at 40 pence per share by RBC Capital Markets as nominated adviser and broker The attention of existing Shareholders is drawn to the report from the Board of the Company which is set out in this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below. RBC Europe Limited (trading as RBC Capital Markets) ( RBC ), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker exclusively for the Company and no one else in relation to the Placing. RBC is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to clients of RBC or for advising any other person on the contents of this document or any transaction or arrangement referred to herein. The responsibility of RBC as nominated adviser under the AIM Rules is owed solely to the London Stock Exchange and not to the Company or its Directors or any other person. RBC has not authorised the contents of this document and no liability is accepted by RBC for the accuracy of any information or opinions contained in, or for the omission of any information from, this document, for which the Company and the Directors are solely responsible. Notice of a general meeting of the Company to be held at 5 Rue de la Chapelle,, L-1325, at 7 a.m. BST/8 a.m. CET on 20 October 2015 is set out at the end of this document. Shareholders will find the Form of Proxy for use at the General Meeting accompanying this document. The Form of Proxy should be completed and returned to the Company s registrars, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 7 a.m. BST/8 a.m. CET on 16 October Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the Placing and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, or RBC or their respective directors. The contents of the Company s website or any website directly or indirectly linked to the Company s website do not form part of this document. The Placing Shares will, upon Admission, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after Admission. The Placing Shares are not being made available to the public in conjunction with the Placing and the information concerning the proposed Placing set out in this document is being provided to existing Shareholders for information purposes only. The distribution of this document and the offer of the Placing Shares in certain jurisdictions may be restricted by law. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this document comes should inform themselves about and observe any such restrictions. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

2 Contents Page Directors, Registered Office and Advisers 3 Placing Statistics 4 Expected Timetable of Key Events 4 Report from the Board of RM2 International S.A. 5 Definitions 9 Notice Convening the Extraordinary General Meeting 11 2

3 Directors, Registered Office and Advisers Directors: R. Ian Molson Non-executive Chairman John Walsh Chief Executive Officer Jeff Blouvac Chief Financial Officer Jan Dekker Non-executive Director Charles Duro Non-executive Director Lord Rose Non-executive Director Amaury de Seze Non-executive Director Paul Walsh Non-executive Director all of whose business address is RM2 International S.A. 5 Rue de la Chapelle L-1325 Registered Office: 5 Rue de la Chapelle L-1325 Nominated Adviser and Broker: RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF UK solicitors to the Company: Dentons UKMEA LLP One Fleet Place London EC4M 7WS lawyers to the Company: UK solicitors to RBC: Auditors: Registrars: Duro & Goebel 3 Rue de la Chapelle L-1325 Memery Crystal LLP 44 Southampton Buildings London WC2A 1AP Grant Thornton Lux Audit S.A. 89A Pafebruch L-8308 Capellen Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS99 6ZY 3

4 Placing Statistics Number of Ordinary Shares in issue at the date of this document 323,030,156 Placing Price 40 pence Placing Price discount to the closing middle market price on 29 September % Total number of Placing Shares being issued pursuant to the Placing up to 75,000,000* Number of Ordinary Shares in issue immediately following Admission up to 398,030,156* Gross proceeds of the Placing up to 30 million* Placing Shares as a percentage of the Enlarged Share Capital 18.8%* Estimated net proceeds of the Placing to be received by the Company up to 29.4 million* *Assuming Verlinvest participates in the Placing. Expected Timetable of Key Events This document and the Form of Proxy posted to Shareholders 1 October 2015 Latest time and date for receipt of Forms of Proxy 7 a.m. on 16 October 2015 General Meeting 7 a.m. on 20 October 2015 Admission and dealings to commence in the Placing Shares 8 a.m. on 21 October 2015 Placing Shares in uncertificated form to be credited to CREST accounts (CREST shareholders only) by 8 a.m. on 21 October 2015 Each of the times and dates in the above timetable is a reference to the time in London and is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement by the Company on a regulatory information service. 4

5 Report from the Board of RM2 International S.A. (incorporated and registered in with number B ) to the Extraordinary General Meeting of Shareholders of the Company to be held on 20 October 2015, established in accordance with article 32-3(5) of the law of 10 August 1915 on commercial companies (as amended) Directors: R. Ian Molson John Walsh Jeff Blouvac Jan Dekker Charles Duro Lord Rose Amaury de Seze Paul Walsh Registered Office: 5 Rue de la Chapelle L October 2015 Dear Shareholder, Conditional Placing of up to 75,000,000 new Ordinary Shares at a Placing Price of 40 pence each to raise up to 30 million before expenses 1 Introduction Your Board announced today that the Company has conditionally raised up to 30 million before fees and expenses by a Placing of up to 75,000,000 new Ordinary Shares to both new and existing institutional investors and certain Directors at a Placing Price of 40 pence per Placing Share. For the Placing to proceed, the Company requires Shareholders approval to authorise the Directors to disapply existing Shareholders pre-emption rights in relation to the issue of the Placing Shares on a non preemptive basis. The purpose of this circular is to give you notice of the General Meeting to consider and, if thought fit, approve the Resolutions to grant this authority. The General Meeting is to be held at 5 Rue de la Chapelle,, L-1325, at 7 a.m. BST/8 a.m. CET on 20 October The formal notice of General Meeting is set out at the end of this document. The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus, which is a costly and time consuming process. The Company expects to continue to use its cash resources and the proceeds of the Placing to fund the production of pallets, working capital and sales and general administrative costs of the Company. This document provides you with information about the Placing and explains why the Board considers it to be in the best interest of the Company and its Shareholders, and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their aggregate holding of 39,829,271 Ordinary Shares. 2 Background to the Placing and use of proceeds 2.1 Information on the Company RM2 specialises in pallet development, manufacture, supply and management seeking to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. 5

6 2.2 Current trading and prospects As stated in the Operational Update, the engagement with senior management of customers, which the Company reported in June, has begun to generate proposals for specific implementations and roll out opportunities. The Company has recently signed contracts with two of the largest packaging companies in North America, each with the potential for significant expansion. This brings total contracted customers to 15, the vast majority in leasing contracts (as opposed to pallet sales contracts). The Company is currently conducting trials with nine additional potential customers. Trials are only undertaken after a thorough screening process in which the alignment of customer and Company metrics are demonstrated, and since initiating the assessment process, virtually every formal customer trial has led to a contract. In addition, three of the largest retailers in North America have accepted the RM2 pallet for trial by their vendors and the Company is working with the retailers to implement defined loops between them and their vendors. Based on current contracts and trials as well as discussions underway, the Company is confident of being able to deploy profitably all the pallets produced. 2.3 RM2 s strategic progress As stated in the Operational Update, direct feedback from customers has highlighted the need to change the friction coating method from powder coating to a gel based system. The gel coating addresses customers health, hygiene and safety needs better, increases durability over the life cycle of the pallet and is also expected to bring efficiencies and cost savings to the manufacturing process. The first gel coating systems are being commissioned, with the balance of the systems expected to be delivered during Q4. As a result, primarily of the decision to change to gel coating, the Company will not achieve the substantial upswing in production that had been expected to begin in Q3 this year and accelerate through Q4. This means that revenue and production numbers for the full year will be significantly below previous guidance. Production is expected to be not less than 2.5 million pallets in 2016, with a production run rate at the end of the fourth quarter of 2016 of c. 300,000 pallets per month. 2.4 Reasons for the Placing The delayed ramp-up of production volumes led to a delay in revenues. While the business model has always foreseen future financing to fund leased assets, the Company had anticipated that by now production and therefore deployment would have been more advanced and able to support debt funding via securitisation of the pallet pool. Pending production and deployment ramp-up of pallets, it remains vital for the Company to be viewed as a financially robust counterparty by its commercial and banking partners. Consequently, in the interim the Company has decided to request an equity fund raising of up to 30 million. If debt financing is not forthcoming in the future, the Company will have to adapt its business plan and look for alternative means of financing. 2.5 Use of proceeds As reported in the Company s interim results announced on 30 September 2015, the Company had cash and cash equivalents of US$35.9 million as at 30 June At 31 August 2015, the Company had cash and cash equivalents of US$20.4 million and US$7.9 million of raw material inventory. As planned, the Company expects to continue to use its cash resources and the proceeds of the Placing to fund the production of pallets, working capital and sales and general administrative costs of the Company. 3 Details of the Placing The Company has conditionally agreed to raise up to 30 million (before fees and expenses) by way of a conditional, non pre-emptive placing of up to 75,000,000 new Ordinary Shares at the Placing Price (assuming Verlinvest participates in the Placing). The Placing Price represents a discount of approximately 12.1 per cent. from the closing mid-market price of 45.5 pence on 29 September 2015, being the latest practicable date prior to the announcement of the Placing. The Placing Shares will represent approximately 6

7 18.8 per cent. of the Enlarged Share Capital following Admission (assuming Verlinvest participates in the Placing). In order to broaden the Company s institutional shareholder base and to minimise the time and transaction costs of the Placing, the Placing Shares are only being placed with a limited number of new and existing institutional shareholders and certain Directors. The Placing Shares are not being made available to the public. The Placing Shares will, when issued, be subject to the articles of association of RM2, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission. In connection with the Placing, the Company has entered into the Placing Agreement with RBC (as broker) under which, subject to the conditions set out therein, RBC agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. No element of the Placing is underwritten. In accordance with the terms of the Placing Agreement, the Placing is conditional upon, amongst other things, the passing of the Resolutions, the conditions in the Placing Agreement relating to the Placing being satisfied or (if applicable) waived, the Placing Agreement not having been terminated in accordance with its terms prior to Admission and Admission occurring on or before 21 October 2015 (or such later date as the Company and RBC may agree, not being later than 27 November 2015). The Placing Agreement contains certain warranties given by the Company concerning the accuracy of information given in this circular and the announcements made by the Company in respect of the Placing as well as other matters relating to the Group and its business. The Placing Agreement is terminable by RBC in certain circumstances up until the time of Admission, including, inter alia, should there be a breach of a warranty contained in the Placing Agreement or a force majeure event takes place or a Material Adverse Change occurs to the business of the Company or the Group. The Company has also agreed to indemnify RBC against all losses, costs, charges and expenses which RBC may suffer or incur as a result of, occasioned by or attributable to the carrying out of its duties under the Placing Agreement. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject, inter alia, to the passing of the Resolutions at the General Meeting it is expected that admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares on or around 21 October It is expected that settlement of the Placing Shares will be made on 21 October 2015, on a delivery versus payment basis. 4 Directors Commitments The Company has received commitments to participate in the Placing from certain Directors as follows: % Enlarged New Placing Resulting Issued Share Directors Shares Holding Capital* Ian Molson 1,600,000 11,000, John Walsh 4,187,037 26,439, *Assuming Verlinvest participates in the Placing. 5 Verlinvest Conditional Participation 8,240,000 Placing Shares (representing gross proceeds of approximately 3.3 million and approximately 2.6 per cent. of the issued share capital of the Company prior to the Placing) have been allocated at the Placing Price to Verlinvest, an existing Shareholder. In addition to the conditions applying to the Placing generally, Verlinvest s participation in the Placing is subject to Verlinvest obtaining approval from its board of directors, before the date of the General Meeting, for its participation in the Placing. However, there is no certainty that Verlinvest will obtain such board approval and therefore no certainty that Verlinvest will be able to participate in the Placing. If Verlinvest does not participate, the gross proceeds of the Placing would be approximately 7

8 26.7 million. If Verlinvest participates in the Placing, following completion of the Placing, Verlinvest will hold 40,558,000 Ordinary Shares, representing approximately 10.2 per cent. of the Enlarged Share Capital. 6 Related Party Transaction Woodford Investment Management LLP, one of the Company s existing Shareholders, has subscribed for a total of 39,500,000 Placing Shares, representing approximately 12.2 per cent. of the issued ordinary share capital of the Company prior to the Placing. Following completion of the Placing, Woodford Investment Management LLP will hold 107,504,011 Ordinary Shares, representing approximately 27 per cent. of the Enlarged Issued Share Capital. Woodford Investment Management LLP s participation in the Placing is a related party transaction under Rule 13 of the AIM Rules. The Directors consider, having consulted with the Company s nominated advisor, RBC, that the terms of Woodford Investment Management LLP s participation are fair and reasonable insofar as the other Shareholders as a whole are concerned. 7 General Meeting A notice convening a General Meeting, to be held at 5 Rue de la Chapelle,, L-1325, at 7 a.m. BST/8 a.m. CET on 20 October 2015, is set out at the end of this document. At this meeting resolutions will be proposed to authorise the Directors to issue 75,000,000 Ordinary Shares pursuant to the Placing on a non pre-emptive basis and to amend the articles of association of the Company accordingly, as set out in the Notice of General Meeting. 8 Action to be taken Shareholders will find enclosed a Form of Proxy for use at the General Meeting. Whether you are going to attend the meeting or not, please complete the Form of Proxy, following the instructions, and return it to the Company s Registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road Bristol BS13 8AE as soon as possible, to arrive by 7 a.m. BST/8 a.m. CET on 16 October 2015 at the latest. Returning the form will not stop you from attending the meeting and voting if you wish to do so. 9 Recommendation The Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting to 39,829,271 Ordinary Shares representing approximately 12.3 per cent. of the existing issued ordinary share capital of the Company. Yours sincerely, R. Ian Molson Non-Executive Chairman RM2 International S.A. 8

9 Definitions The following definitions apply throughout this document, unless the context requires otherwise: Admission AIM AIM Rules Board CREST CREST Regulations Directors EU Euroclear UK & Ireland Enlarged Share Capital Form of Proxy General Meeting Group London Stock Exchange Material Adverse Change Notice of General Meeting Operational Update Operator Ordinary Shares the admission of the Placing Shares to trading on AIM becoming effective (pursuant to Rule 6 of the AIM Rules for Companies); the AIM market of the London Stock Exchange; the rules for AIM companies and their nominated advisers issued by the London Stock Exchange; the board of Directors of RM2; the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland is the Operator (as defined in the CREST Regulations); the Uncertificated Securities Regulations 2001 (as amended); the directors of RM2; the European Union; Euroclear UK & Euroclear UK & Ireland Limited, a company incorporated in Ireland England and Wales, being the Operator of CREST; the number of Ordinary Shares in issue assuming completion of the Placing (assuming Verlinvest participates in the Placing); the form of proxy for use in connection with the General Meeting accompanying this document; the extraordinary general meeting of RM2 to be held at 5 Rue de la Chapelle,, L-1325, at 7 a.m. BST/8 a.m. CET on 20 October 2015 at which the Resolutions will be proposed; the Company and its subsidiary undertakings; the London Stock Exchange plc; any adverse change in, or any development reasonably likely to involve an adverse change in, the condition (financial, operational, legal or otherwise), earnings, business, management, property, assets, rights, results of operations or prospects of the Company or the Group which is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business; means the notice of the General Meeting set out at the end of this document; the Company s Operational Update RNS announcement which was made on 24 September 2015; the meaning given to it in the CREST Regulations; ordinary shares of $0.01 each in the capital of RM2; 9

10 Placing Placing Agreement Placing Price Placing Shares RBC Resolutions RM2 or the Company Shareholders UK US or United States Verlinvest the placing of the Placing Shares on the terms of the Placing announcement dated 30 September 2015 and, in respect of certain investors, by way of direct subscription with the Company; the agreement entered into between RBC and RM2 in connection with the Placing; 40 pence per Placing Share; up to 75,000,000 Ordinary Shares to be issued by RM2 pursuant to the Placing (assuming Verlinvest participates in the Placing); RBC Europe Limited (trading as RBC Capital Markets), the Company s nominated adviser and broker; the resolutions to authorise the Directors to disapply existing Shareholders pre-emption rights in relation to the issue of the Placing Shares to be proposed at the General Meeting; RM2 International S.A.; holders of Ordinary Shares; the United Kingdom; the United States of America; and Verlinvest S.A., a Shareholder. All references in this document to, pence or p are to the lawful currency of the United Kingdom, all references to US$ or $ are to the lawful currency of the United States. 10

11 RM2 International S.A. Notice Convening the Extraordinary General Meeting 11

12 RM2 INTERNATIONAL S.A. Société anonyme The shareholders of the Company are hereby convened to the EXTRAORDINARY GENERAL MEETING which will be held at the registered office of the Company office located at L-1325, 5, rue de la Chapelle (Grand-Duchy of ) on October 20th, 2015 at 7 a.m. BST/8 a.m. CET with the following agenda: AGENDA AND PROPOSED RESOLUTIONS 1. Decision to grant a special authorization to the Board of Directors or a committee thereof duly appointed by the Board of Directors to increase the subscribed share capital by an amount of 750,000,-usd by the issuance of 75,000,000 new shares of the existing authorized share capital by cancelling or limiting the existing preferential rights of the existing shareholders to subscribe for new shares; 2. Presentation of the special report of the Board of Directors of the Company as foreseen by article 32-3 (5) of the law on commercial companies in relation to the above mentioned amendments of the authorized share capital clause; 3. Decision to replace article of the actual articles of association of the Company by the following article 5.3.6: The Board or an appointed committee thereof is also especially authorized to issue 75,000,000 new Shares by an amount of 750,000,-usd of the authorized share capital by cancelling or limiting the existing shareholders preferential right to subscribe for the new Shares. RESOLUTIONS First resolution The general meeting of shareholders of the Company acknowledges and approves the special report of the Board of Directors of the Company as foreseen by article 32-3 (5) of the law on commercial companies in relation to the above mentioned amendments of the authorized share capital clause and decides to grant a special authorization to the Board of Directors or a committee thereof duly appointed by the Board of Directors to increase the subscribed share capital by an amount of 750,000,-usd by the issuance of 75,000,000 new shares of the existing authorized share capital by cancelling or limiting the existing preferential rights of the existing shareholders; Second resolution The general meeting of shareholders of the Company decides to replace article of the actual articles of association by the following article 5.3.6: The Board or an appointed committee thereof is also especially authorized to issue 75,000,000 new Shares by an amount of 750,000,-usd of the authorized share capital by cancelling or limiting the existing shareholders preferential right to subscribe for the new Shares. The Extraordinary General Meeting will validly deliberate on all resolutions on its agenda provided that a quorum of 50% of the Company s issued share capital is present or represented. The resolutions will be validly adopted by at least two-thirds of the votes validly cast in favour by the shareholders present or represented. If the aforementioned quorum is not met, the extraordinary general meeting may be reconvened by the Board of Directors and at the reconvened meeting no quorum will be required. Each Company s share is entitled to one vote. The Board of Directors 5, rue de la chapelle TVA LU L-1325 Trade register number RCS B sterling