25 Jun 2010 13:33
This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa or to US Persons. This announcement is not for distribution directly or indirectly in or into the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa or to US Persons.
25 June 2010
Better Capital Limited
(the "Company")
RESULT OF FIRM PLACING AND PLACING AND OPEN OFFER
On 10 June 2010, Better Capital Limited announced the details of a proposed migration to the Official List and share issue to raise gross proceeds of £67.6 million by the issue of up to 64,380,952 New Shares in aggregate through a Firm Placing and Placing and Open Offer at 105 pence per New Share.
Result of Firm Placing and Placing and Open Offer
Following yesterday's announcement regarding the result of the Extraordinary General Meeting, the Open Offer has now closed in accordance with its terms. Better Capital Limited announces that it has received valid acceptances under the Open Offer in respect of 18,930,739 Open Offer Shares from Qualifying Shareholders, representing a take-up of approximately 58.9 per cent. of the Open Offer Shares.
Accordingly, the remaining 13,224,099 Open Offer Shares, representing 41.1% of the Open Offer Shares have been allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by Numis Securities and Dar Capital. This includes the 9,473,510 New Shares that were not subject to clawback.
All applications for additional New Shares under the Excess Application Facility were accepted.
32,154,838 New Shares will therefore be issued under the Placing and Open Offer. In addition, 32,226,114 New Shares will be issued through the Firm Placing.
A total of 64,380,952 New Shares will therefore be issued under the Firm Placing and Placing and Open Offer raising gross proceeds of £67.6 million (approximately £65.8 million net of expenses). It is expected that the net proceeds will be transferred to Better Capital Fund within five days of Admission.
The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and Admission. It is expected that Admission will become effective, and dealings in the New Shares will commence on AIM, at 8.00 a.m. on 28 June 2010.
New Shares in uncertificated form are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 28 June 2010, and definitive share certificates for the New Shares in certificated form are expected to be dispatched within seven days of Admission.
The Enlarged Share Capital of Better Capital Limited following Admission will be 206,780,952 Ordinary Shares in aggregate.
Migration from AIM to the Official List
It is expected that the Company's Enlarged Share Capital will be simultaneously cancelled from trading on AIM and admitted to listing on the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange at 8.00 a.m. on 8 July 2010.
Definitions used in the prospectus published by the Company dated 10 June 2010 (the "Prospectus") shall have the same meanings when used in this announcement unless the context otherwise requires.
This announcement should be read in conjunction with the full text of the Prospectus, copies of which are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website at www.bettercapital.gg.
For further information, please contact:
For further information, please contact:
| Mark Huntley (Director) Administrator and Company Secretary Laurence McNairn
| +44 (0)14 8171 6000 |
| Better Capital LLP Jon Moulton (Chairman)
| +44 (0)20 7440 0840 |
| Numis Securities Limited Sponsor, Nominated Adviser, Broker and Joint Placing Agent Nathan Brown Simon Blank
| +44 (0)20 7260 1000
|
| Dar Capital (UK) Limited Joint Placing Agent Richard Bryant | +44 (0)20 7907 8500
|
Notes to Editors:
Numis
Numis Securities Limited ("Numis Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, nominated adviser, broker and joint placing agent exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and Migration and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer and Migration or any other arrangements referred to herein.
Dar Capital
Dar Capital (UK) Limited ("Dar Capital"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint placing agent exclusively to the Company and for no one else in connection with the Admission and Firm Placing and Placing and Open Offer and Migration and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Admission and Firm Placing and Placing and Open Offer and Migration or any other arrangements referred to herein.
IMPORTANT NOTICE
This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, no representation or warranty, express or implied, is made or given by, or on behalf of, the Company or Numis Securities or Dar Capital or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
This announcement should be read in conjunction with the Prospectus. The Prospectus is available on the Company's website and is available for inspection on the UK Listing Authority's announcement viewing facility.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand or South Africa.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Placing and Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.