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RAM Investment Group
- BY: Andrew Hore |
- POSTED: 01/09/2010 |
- COMMENTS: Add yours
RAM Investment Group is buying the remaining 50.1% of TrainFX that it does not own.
TrainFX supplies advertising and communications systems for trains and RAM bought its 49.9% stake last May.
The purchase is deemed to be a reverse takeover. RAM will exercise its options over the 25.1% owned by Old Church Street Holdings (OCH) and the 25% owned by the administrators of former Aim company Vision Media Group. OCH will receive 9.5m shares, compared with the initially proposed 6m shares. The increase is due to the extension of the option.
An extension fee of £75,000 has been paid to VMG, which will also receive £300,000 in cash and a £250,000 convertible loan note. The VMG administrators get an option to subscribe for 1,466,276 shares at 13.64p each.
RAM is seeking shareholder approval for the deal and issue of shares at a general meeting on 17 September. All five resolutions need to be passed for the deal to go ahead.
A company advised by Thames Valley Capital will provide a loan of £1.5m, repayable two years after the agreement is completed, if the resolutions are passed and certain security over assets is released by other creditors. The lender will also receive a warrant over 37.5m shares at an exercise price that will be the lower of 6p a share or 20% above the mid price of the shares on the date that the loan documentation is completed. TVC has the right to appoint a director to the RAM board.
At 4.12p a share, RAM is valued at £4.58m.
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