Marlwood Plc
LSE : MARL KY

December 11, 2009 02:00 ET

Statement re placing

Marlwood PLC
11 December

Placing


Marlwood   Plc   (Marlwood,  the  Company or the Group), the Cayman Stock  Exchange  (CSX)  listed
holding company of New BAI International Limited and The New Licence Factory Limited ("The Licence
Factory")   clearance  and  branded  merchandise  retail  businesses,  has  raised   GBP   570,000
(approximately  GBP  520,000 after expenses) via a placing with high net worth  and  sophisticated
investors,  of  57,000,000 new Ordinary Shares at price of 1 penny per share  (by  Cenkos  Channel
Islands Limited on behalf of the Company).

Highlights
   
*       Placing to raise GBP 570,000 at a price of 1 penny per share, approximately GBP 520,000
        net of expenses;

*       The Placing proceeds will be used to provide capital in the Group's cash facilities in
        order to:

            o       be well placed to acquire appropriate companies at attractive prices when the opportunity
                    arises; and
            o       accelerate the expansion of the Group's core branded merchandise business, The Licence
                    Factory.

*       The  Placing Price, of 1 penny per Ordinary Share, is the price at which  the  shares
        originally listed on CSX in September 2009, and represents a discount to the most recently
        recorded trades in the shares, which were performed at 2.5p. There has been no material change in
        the Company's business or in its financial position since the listing date;

*       The Placing is subject to the terms and conditions set out in the Appendix to this
        announcement;

*       Admission of the Placing Shares to CSX is expected to take place on Friday 11th December
        2009.

The Directors of the Company take responsibility for this announcement.

For further information, please contact:

Marlwood plc                                                                        
Pam Hulme, Managing Director                                        +44 161 487 5130

Corporate Advisor                                                                   
Nick Michaels, Alfred Henry Corporate Finance Limited               +44 207 251 3762

Broker                                                                              
Robert Tannahill, Cenkos Channel Islands Limited                    +44 1481 732 766


FORWARD LOOKING STATEMENTS

This   announcement  may  contain  forward-looking  statements,  including,  without   limitation,
statements  containing  the words 'believes', 'anticipates', 'expects', and  similar  expressions.
Such  forward-looking statements involve unknown risks, uncertainties and other factors which  may
cause  the  actual results, financial condition, performance or achievements of  the  Company,  or
industry  results, to be materially different from any future results, performance or achievements
expressed  or  implied by such forward-looking statements. Given these uncertainties,  prospective
investors  are  cautioned not to place any undue reliance on such forward-looking statements.  The
Company   disclaims   any   obligation   to  update  any  such   forward-looking   statements   in
this announcement to reflect future events or developments.

Marlwood plc

Placing

1.    Introduction

Marlwood plc is pleased to announce a placing by Cenkos Channel Islands Limited on behalf  of  the
Company  with  high net worth and sophisticated investors of 57,000,000 new Ordinary  Shares  (the
"Placing  Shares") at price of 1 penny per share to raise GBP 570,000 (approximately  GBP  520,000
after  expenses).  The issue of the Placing Shares will represent 5.9 per cent.  Of  the  enlarged
issued share capital of the Company.

2.    Placing

Pursuant  to  the terms of a Placing Agreement, Cenkos Channel Islands Limited, as agent  for  the
Company,  has  agreed  to place the Placing Shares with certain high net worth  and  sophisticated
investors, subject to the terms and conditions set out in the Appendix to this announcement.

The Placing is neither a rights issue nor an open offer and the Placing Shares will not be offered
generally  to  shareholders on a pre-emptive basis. The Directors believe  that  the  considerable
extra  cost and delay involved in a rights issue or open offer would not be in the best  interests
of  the Company in the circumstances, and accordingly, the Board considers that it is in the  best
interests  of  the  Company and shareholders as a whole for the funds to  be  raised  through  the
Placing.

The  Placing  Price,  of 1 penny per Ordinary Share, is the price at which the  shares  originally
listed on CSX in September 2009, and represents a discount to the most recently recorded trades in
the shares, which were performed at 2.5p;


3.      Reasons for the Placing and Use of Proceeds

The Group has raised approximately GBP 520,000 (net of expenses) to provide sufficient headroom in
its cash facilities for the following reasons:
(a)      To  be  well  placed  to  acquire appropriate companies at  attractive  prices  when  the
opportunity  arises.  In  the current financial climate, the Directors are  aware  that  potential
acquisitions  may  become available at very short notice, and the proceeds  of  the  Placing  will
assist in making decisions on short notice.
(b)      The  increased working capital as a result of the Placing will allow the Group to acquire
more stock as and when business opportunities arise, allowing potential growth of the Group's core
businesses.
(c)      The  funds  raised  by  the Placing will allow the Group to repay  part  of  its  current
indebtedness

The  Directors  believe  the Placing will allow the Company to build on  its  existing  assets  to
further strengthen its position in its main markets.


APPENDIX
TERMS AND CONDITIONS OF THE PLACING

For Invited Placees only - Important Information

1.      Eligible Participants
This  Appendix, including the terms and conditions of the Placing set out below, is directed  only
at persons who are FSMA Qualified Investors.

In  this Appendix "you" or "Placee" means any person who is or becomes committed to subscribe  for
Placing Shares under the Placing.

Members of the public are not eligible to take part in the Placing.

2.      Overseas jurisdictions
The  distribution of the Announcement and this Appendix and the Placing and/or issue  of  ordinary
shares  in certain jurisdictions may be restricted by law. No action has been taken by the Company
or  Cenkos Channel Islands Limited that would permit an offer of ordinary shares or possession  or
distribution  of  the Announcement and this Appendix or any other offering or  publicity  material
relating  to  such ordinary shares in any jurisdiction where action for that purpose is  required.
FSMA  Qualified Investors who seek to participate in the Placing must inform themselves about  and
observe  any  such restrictions. In particular, the Announcement does not constitute an  offer  to
sell  or  issue  or the solicitation of an offer to buy or subscribe for ordinary  shares  in  the
capital  of  the  Company  in  the United States, Canada, Japan  or  Australia  or  in  any  other
jurisdiction  in  which  such  offer, solicitation, publication or distribution  is  or  would  be
unlawful. The Placing Shares have not been and will not be registered under the US Securities  Act
or under the securities laws of any State or other jurisdiction of the United States, and, subject
to  certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in
or  into  the  United States, or to, or for the account or benefit of, any US persons.  No  public
offering  of the Placing Shares is being made in the United States. No money, securities or  other
consideration  from  any  person  inside the United States is  being  solicited  pursuant  to  the
Announcement or the Placing.

3.      Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in,
the Placing. Cenkos Channel Islands Limited will arrange the Placing as agent for and on behalf of
the  Company. Cenkos Channel Islands Limited will determine in its absolute discretion the  extent
of  each  Placee's participation in the Placing, which will not necessarily be the same  for  each
Placee.  No  commissions will be paid to or by Placees in respect of their agreement to  subscribe
for any Placing Shares.

Each  Placee  will be required to pay to Cenkos Channel Islands Limited, on the Company's  behalf,
the  Placing  Price as the subscription sum for each Placing Share agreed to be subscribed  by  it
under  the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation
to  subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and
Cenkos  Channel  Islands  Limited. Each Placee will be deemed to have  read  and  understood  this
Appendix in its entirety. To the fullest extent permitted by law and applicable FSA rules, neither
Cenkos  Channel  Islands Limited nor any director or employee of it shall have  any  liability  to
Placees or to any person other than the Company in respect of the Placing.

4.      Participation and settlement
Participation in the Placing is only available to persons who are invited to participate in it  by
Cenkos Channel Islands Limited.

A  Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be
agreed  orally  with  Cenkos  Channel Islands Limited. Such agreement will  constitute  a  legally
binding  commitment  on your part to subscribe for that number of Placing Shares  at  the  Placing
Price  on  the  terms and conditions set out or referred to in this Appendix and  subject  to  the
Company's memorandum and articles of association. After such agreement is entered into, a  written
confirmation will be dispatched to you by Cenkos Channel Islands Limited confirming the number  of
Placing Shares that you have agreed to subscribe and the aggregate amount you will be required  to
pay for those Placing Shares.

A  settlement instruction form will accompany each written confirmation and, on receipt, should be
completed and returned to Robin Newbould at Cenkos Channel Islands Limited in accordance with  the
instructions printed thereon.

If  Placing Shares are to be delivered to a custodian or settlement agent, please ensure that  the
written  confirmation is copied and delivered immediately to the appropriate  person  within  that
organisation.

5.      No Prospectus
No  prospectus has been or will be submitted for approval by the FSA in relation to the Placing or
the  Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on  the
basis of the information contained in this Announcement and a Placing letter sent to Placees.

6.      Placing Shares

The  Placing Shares will, when issued, be credited as fully paid and will rank pari passu  in  all
respects with the existing issued ordinary shares of the Company.

Application will be made for the admission of the Placing Shares to trading on CSX. It is expected
that  Admission will take place, and dealings in the Placing Shares will commence, on Friday  11th
December 2009.

7.      Placing Agreement
Cenkos  Channel  Islands Limited has, on the terms and subject to the conditions set  out  in  the
Placing  Agreement, agreed, as agent of the Company, to procure subscribers for Placing Shares  at
the Placing Price.

8.      Placing conditions
The  Placing  is  conditional, inter alia, on (a) the Placing Agreement not  being  terminated  in
accordance  with  its terms, (b) Admission taking place not later than 8.00 a.m.  on  Friday  11th
December 2009, and (c) the Placing Agreement becoming unconditional in all other respects.

If  any  condition in the Placing Agreement is not fulfilled or waived by Cenkos  Channel  Islands
Limited  by the relevant time, the Placing will lapse and your rights and obligations pursuant  to
the Placing shall cease and terminate at such time.

9.      Payment default
Your  entitlement  to  receive any Placing Shares will be conditional on  Cenkos  Channel  Islands
Limited's  receipt  of  payment  by the relevant time to be stated  in  the  written  confirmation
referred  to above, or by such later time and date as Cenkos Channel Islands Limited  may  in  its
absolute  discretion  determine. Cenkos Channel Islands Limited may, in its  absolute  discretion,
waive  such condition, and shall not be liable to you in the event of it deciding whether to waive
or not to waive such condition.

If  you fail to make such payment by the required time for any Placing Shares (1) the Company  may
release itself (if it decides, at its absolute discretion, to do so) and will be released from all
obligations it may have to allot and/or issue any such Placing Shares to you or at your  direction
which  are  then  unallotted and/or unissued, (2) the Company may exercise  all  rights  of  lien,
forfeiture  and  set-off  over and in respect of any such Placing Shares  to  the  fullest  extent
permitted  under its articles of association or otherwise by law and to the extent that  you  then
have  any  interest in or rights in respect of any such shares, (3) the Company or, as applicable,
Cenkos Channel Islands Limited may sell (and each of them is irrevocably authorised by you  to  do
so)  all  or any of such shares on your behalf and then retain from the proceeds, for the  account
and benefit of the Company or, where applicable, Cenkos Channel Islands Limited (i) any amount  up
to  the  total amount due to it as, or in respect of, subscription monies, or as interest on  such
monies,  for  any Placing Shares, (i) any amount required to cover any stamp duty  or  stamp  duty
reserve  tax  arising  on the sale, and (iii) any amount required to cover  dealing  costs  and/or
commissions  necessarily or reasonably incurred by it in respect of such sale, and (4)  you  shall
remain  liable  to  the Company and to Cenkos Channel Islands Limited for any loss  which  it  may
suffer as a result of it (i) not receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on
whatever  terms as are actually obtained for such sale by or for it. Interest may  be  charged  in
respect of payments not received by Cenkos Channel Islands Limited for value by the required  time
referred  to above at the rate of two percentage points above the base rate of Barclays  Bank  plc
from time to time.

10.    Placees' warranties and undertakings to the Company and Cenkos Channel Islands Limited
By  agreeing with Cenkos Channel Islands Limited to subscribe for Placing Shares under the Placing
you  irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the
Company and Cenkos Channel Islands Limited (in its capacity as placing agent), in each case  as  a
fundamental term of your application for Placing Shares and of the Company's obligation  to  allot
and/or issue any Placing Shares to you or at your direction, that:

1       You  have not offered or sold and will not offer or sell any Placing Shares to persons  in
        the United Kingdom in circumstances which would result in the Placing Shares being offered
        to  the  public in the United Kingdom within the meaning of section 85(1) of the Financial
        Services and Markets Act 2000 (as amended) (FSMA).

2       You are conditionally subscribing for your Placing Participation for your own account,  in
        the  capacity  as  a  Qualified Investor (as defined at Section 86(7) of  FSMA)  and  that
        accordingly,  you fall within the category of investor referred to in Section  86  (a)  of
        FSMA.

3       You  undertake  that  you will not and will procure that no Connected Person,  within  the
        meaning  of  Section  839  Income and Corporation Taxes Act 1988,  shall  dispose  of  any
        interest in any Placing Shares for a period of 12 months from the date of Admission except
        on  an orderly market basis and through Cenkos Channel Islands Limited. For the purpose of
        this  paragraph  3,  the expression "dispose" shall extend to any sale, transfer,  charge,
        pledge, gift, encumbrance or grant of any option over or in respect of or an agreement  to
        do any of these things (whether oral or in writing).
        
Save that the restriction contained in paragraph 3 shall not apply:
        
(a)     to an acceptance of a general offer (or the giving of an irrevocable undertaking to accept
        an offer) for the share capital of the Company made in accordance with the City Code on Takeovers
        and Mergers;
        
(b)     in  the  event  of  an  intervening  court order from  a  court  of  competent  and  final
        jurisdiction;
        
(c)     to  a  disposal  pursuant  to  a compromise or arrangement between  the  Company  and  its
        creditors or any class of them or between the Company and its members or any class of them which
        is agreed to by the creditors or members and sanctioned by the High Court under the provisions of
        the Companies Act 2006 or section 110 of the Insolvency Act 1986;
        
(d)     to a disposal to trustees, pension schemes or charities;
        
(e)     to  a  disposal pursuant to any offer by the Company to purchase its own shares  which  is
        made on identical terms to the holders of shares of the same class and otherwise complies with the
        Companies Act 2006;
        
(f)     in the case of individual covenantors only, to a disposal:
        
        (i)     in the event of your death;
               
        (ii)    by you to a member of your immediate family (being our spouse or infant child or infant
                grandchildren) or to your trustees, pension schemes or charities or for such a member of our
                immediate family;
        (iii)   with the prior written consent of the Company to a transfer of Shares by us in the
                instance of our suffering severe financial hardship;
               
provided always that in the case of transfers pursuant to paragraphs (e), (f)(i) and (f)(ii) above
the  transferee  agrees by deed in a form reasonably acceptable to the Company and  the  Company's
broker at the relevant time to be bound by the provisions of paragraph 3.

In  view  of  the difficulties in placing a monetary value upon the effects of any breach  of  the
terms of the undertakings referred to in this deed, we recognise that the Company will be entitled
to  seek and we shall not raise any objection to the Company seeking injunctive relief as well  as
any  other  relief  which  may be appropriate under the circumstances in any  court  of  competent
jurisdiction in the event of any breach or anticipatory breach of the obligations set out above.

The confirmations, warranties, and undertakings contained set out above will survive completion of
the Placing.

All  times  and  dates  in the Announcement are subject to amendment at the discretion  of  Cenkos
Channel Islands Limited.

Contact Information

  • Marlwood Plc