This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.
Normandy Limited – Offer to Shareholders and Approval of Shareholder Resolution
Hamilton, Bermuda – November 1, 2017 - In a filing with the Bermuda Stock Exchange (“BSX”), Normandy Limited ("Normandy", the "Company”; Ticker: NORL.BH), announces Offer to Shareholders and Approval of Shareholder Resolution. The full filing stated:
Normandy Limited (the Company) today announces the launch of an offer of 147,569,577 ordinary shares with a par value of GBP0.01 (the New Ordinary Shares) at an issue price of GBP0.07 to shareholders and depository interest holders who are eligible to participate (the Offer).
The Offer allows shareholders and depository interest holders who are eligible to participate the opportunity to commit for subscribing for up to 147,569,577 New Ordinary Shares, subject to a minimum subscription of 10,000 New Ordinary Shares. The Company expects that the Offer will raise GBP10.3 million of additional capital in the company, before expenses. The proceeds of the Offer will be combined with the cash reserves already held by the Company as a result of a capital injection in November 2015 to invest in suitable opportunities in line with the Company's strategic focus, goals and objectives. The Company considers that the funds raised through the Offer will provide the Company with a more extensive range of potential investment opportunities, giving the Company greater flexibility and ability to take advantage of development opportunities as they arise.
Lord Ashcroft KCMG PC (Lord Ashcroft) has confirmed to the Company that he or his nominees will be subscribing for their Basic Entitlements (as defined below) allocated to him under the Offer and the nominee shareholders who hold ordinary shares in the Company on his behalf. Lord Ashcroft has also agreed with the Company that he or his nominees will subscribe for any New Ordinary Shares not otherwise subscribed for under the Offer.
The proposed timeline for the Offer is as follows:
- Record Date, 5.30 p.m. (Bermuda time) on 31 October 2017
- Posting of offering memorandum to shareholders who are eligible to participate on or around 2 November 2017
- Closing of the Offer on 30 November 2017
- Results of the Offer announced on 4 December 2017
A personalized application form for shareholders, and, an offering memorandum setting out the full details of the terms and conditions of the Offer (including which shareholders and depository interest holders are eligible to participate in it) will be dispatched to the Company's shareholders and depository interest holders shortly. Prior to the launching of the Offer, the Company submitted a preliminary application to the BSX for the listing of the New Ordinary Shares. Pursuant to the BSX Regulations, the grant of such listing is required prior to the issuance of the New Ordinary Shares. The Company has received "approval in principle" from the BSX for the grant of a listing of the New Ordinary Shares on the date on which they are to be issued pursuant to the Offer.
Increase in share capital
Earlier today the Company announced a proposed increase to its authorised share capital from GBP1,000,000 to GBP5,000,000. As previously announced, the directors who hold shares in the Company, in their capacity as shareholders, irrevocably undertook to approve the required resolution. Those directors have now signed the resolution and as they have a combined holding of approximately 67% of the Company's issued share capital, the resolution is now approved and effective.