Issue of Equity

9 Mar 2006 07:02

4Less Group plc (The)09 March 2006 The 4Less Group Plc Fund Raising by the Company - Update Further to the announcement on 9 February 2006, the directors of 4Less Group Plc("4Less" or "Company") are pleased to announce that a circular has been postedto shareholders of the Company convening an extraordinary general meeting on 31March 2006 to approve the terms of a placing of 4,566,000 new ordinary shares of1 pence each in the Company ("Ordinary Shares") at 23 pence per share to raise£1,050,180 ("Placing"). Once the Placing has become unconditional, the existing convertible loan of£450,000 advanced by Ekwienox FX Limited on 9 February 2006 will be convertedinto 1,956,522 new Ordinary Shares ("Conversion") following which the Placingshares will be issued. Following completion of the Placing and Conversion, Ekwienox FX Limited and itsparent Ekwienox Limited (together "the Concert Party") will be interested in7,480,855 Ordinary Shares and will hold 5,552,295 warrants to subscribe forfurther Ordinary Shares at a price of 23 pence per share at any time until 31March 2011. In addition, the Concert Party will have additional subscriptionrights, exercisable only in the event of the exercise of existing options in thecompany, over a further 7,508,730 new Ordinary Shares, subject to such rightsonly being exercisable up to a maximum aggregate interest of 65 per cent. of theCompany's then issued ordinary share capital. As a result of the Placing and Conversion, the Concert Party will in aggregateown or have rights over an aggregate maximum of 65 per cent. of the fullydiluted share capital of the Company. Accordingly, a waiver of Rule 9 of theCity Code on Takeovers and Mergers is required. The Placing and Conversion are conditional, inter alia, upon shareholderapproval and the consent of the Financial Services Authority. The Placing and Conversion constitute related party transactions for thepurposes of the AIM Rules. The Directors, having consulted with CorporateSynergy Plc, the Company's nominated adviser, consider that the terms of thePlacing and Conversion are fair and reasonable insofar as the Company'sshareholders are concerned. Enquiries: Richard Collier Tel: +44(0) 207 594 0515The 4Less Group Plc Oliver Cairns / Justin Lewis Tel: +44 (0) 207 448 4400Corporate Synergy Plc Mohammad Kousha Tel: +44 (0) 207 594 0663Ekwienox Limited This information is provided by RNS The company news service from the London Stock Exchange