10 Oct 2018 07:00
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.
10 October 2018
The City Pub Group PLC
("City Pub Group" or the "Company")
Completion of Placing
The City Pub Group PLC is pleased to confirm that, further to the announcement made on 9 October, it has raised a total of approximately £6.2 million through the issue of 2,823,365 new ordinary shares of 50 pence each in the capital of the Company (the "Placing Shares") at a price of 220 pence per Placing Share (the "Placing Price") (together, the "Placing"). The Placing attracted strong support from high quality institutional investors.
The Placing was conducted by way of an accelerated book build process. Liberum Capital Limited and Joh. Berenberg, Gossler & Co. KG, London Branch acted as Joint Bookrunners.
Issue of Equity and Total Voting Rights
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on the AIM market operated by London Stock Exchange plc ("AIM"). It is expected that Admission will become effective and that dealings in the new ordinary shares on AIM will commence at 8:00 a.m. on 15 October 2018 ("Admission").
Following Admission, the Company will have 61,302,514 ordinary shares in issue. No ordinary shares are held in treasury. The total number of voting rights in the Company is 59,377,514. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Related Party Transaction
Under the AIM Rules, an issue of shares to a related party which exceeds a specified percentage in any of the class tests under the AIM Rules is subject to certain disclosure requirements. Due to a holding of over 10 per cent. of the Company's ordinary shares, the participation in the Placing by Hargreave Hale Limited is deemed a transaction with a related party under the AIM Rules. The directors of the Company consider, having consulted with the Company's Nominated Adviser, that the terms of their participation in the Placing is fair and reasonable insofar as shareholders are concerned.
Participation in the Placing by a Director
Clive Watson, Executive Chairman of the Company, subscribed for 68,182 Placing Shares pursuant to the Placing. The notification below, made in accordance with the requirement of the Market Abuse Regulation, provides further detail in relation to his participation in the Placing.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
(a) | Name
| Clive Watson | |
2 | Reason for the notification | ||
(a) | Position/status
| Clive Watson, Executive Chairman | |
(b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| The City Pub Group plc | |
(b) | LEI | 213800OHELCFJ6GLZC03 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
(a) | Description of financial instrument, type of instrument Identification code | Ordinary Shares of 50 pence each
GB00BYWRS683 | |
(b) | Nature of the transaction | Acquisition | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
220p | 68,182 | ||
(d) | Aggregate information · Aggregated volume · Price |
68,182 220p | |
(e) | Date of transaction | 9 October 2018 | |
(f) | Place of transaction | London Stock Exchange, AIM Market (XLON) | |
On Admission, Clive Watson will hold 2,638,714* ordinary shares representing 4.3% of the issued share capital.
* Includes 273,593 (or 0.45% of the Company's voting rights on Admission) held in the name of Clive Watson and DCD Trustees Ltd as Trustees of The Bar and Kitchen Pension Scheme.
Enquiries:
The City Pub Group PLC Clive Watson, Executive Chairman Tarquin Williams, CFO
| Tel: +44 20 7559 5106 |
Liberum (Nomad, Joint Bookrunner and Joint Broker) Chris Clarke Trystan Cullen Clayton Bush
| Tel: +44 20 3100 2222 |
Berenberg (Joint Bookrunner and Joint Broker) Chris Bowman Toby Flaux Marie Stolberg
| Tel: +44 20 3207 7800
|
Instinctif Partners Matthew Smallwood Guy Scarborough | Tel: +44 20 7457 2020 |
IMPORTANT INFORMATION
Market Abuse Regulation
This announcement is released by The City Pub Group PLC and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of The City Pub Group PLC was Tarquin Williams, Chief Financial Officer.
Important Notices
Certain statements, beliefs and opinions in this announcement are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by applicable law or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Liberum Capital Limited ("Liberum") is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum or for providing advice in relation to the matters described in this announcement.
Joh. Berenberg, Gossler & Co. KG ("Berenberg") is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the FCA. Berenberg is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Berenberg or for providing advice in relation to the matters described in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or Berenberg or by any of their respective affiliates, agents, directors, partners, officers or employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.