Last checked at 7 Jul 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND.
Creston Plc
Cash Placing
7 July 2009
Creston PLC ("Creston" or the "Company"), the insight and communications group, today announces the placing of 5,576,100 new Ordinary Shares (the "Placing Shares") at 60 pence per share to raise approximately £3.3m (gross) for the Company (the "Cash Placing"). The Board believes that the Company will benefit from the strengthened capital base and improved funding flexibility.
On 23 June 2009, the Company announced its unaudited preliminary results for the year ended 31 March 2009. At that time, Don Elgie, Chief Executive, commented "Delivering a solid year of growth in revenue, profit and cash flow during this economic climate bears testament to the quality and reputation of our companies and management teams. We continued to grow our market share, driven by the excellent net new business performance and this provides good visibility for the year ahead. This robust performance has been driven firstly, by our weighting towards market research, integrated digital communications and healthcare marketing; and secondly, by delivering effective accountable work to a blue chip client list. Our strategic priorities remain unchanged for the coming year. We will invest in our people and our market offer, with the clear vision to deliver a market leading performance to our clients and shareholders. We believe our new divisional structure, together with our proven expertise in the digital environment, will continue to serve us well in the coming year when the world's economies begin to climb out of recession". The Group has not experienced any material change since this statement was made.
Investec has conditionally placed these new Ordinary Shares with institutional investors pursuant to the terms of the Placing Agreement.
The Cash Placing is conditional upon, inter alia:
i) Placees having agreed to acquire all of the new Ordinary Shares at the Placing Price (upon the terms and subject to the conditions set out in the Appendix);
ii) the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission; and,
iii) Admission having become effective on or before 8.00 am on 10 July 2009 (or such later date as Investec and the Company may agree, being no later than 8.00 am on 17 July 2009).
The new Ordinary Shares will, when issued, represent approximately 10 per cent. of the Company's existing issued share capital.
The Placing Price represents a discount of 7 per cent. to the Closing Price of an Ordinary Share of 64.5 pence on 6 July 2009 (being the latest practicable date prior to the date of this announcement).
On Admission, the new Ordinary Shares will be identical to and rank pari passu in all respects with the Company's existing Ordinary Shares.
Members of the public are not eligible to take part in the Cash Placing. The Cash Placing is only being made to persons falling within articles 19, 43 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) who are also qualified investors for the purposes of section 86 of FSMA and no other person may participate in the Cash Placing or rely on any communication relating to it.
Applications will be made to the UK Listing Authority and to the London Stock Exchange for the new Ordinary Shares to be admitted to listing and trading, respectively. It is expected that Admission will occur and that dealings will commence on 10 July 2009 at which time it is also expected that the new Ordinary Shares will be enabled for settlement in CREST. Immediately following Admission, the Company is expected to have 61,337,338 Ordinary Shares issued and fully paid.
Investec Investment Banking, a division of Investec, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for Creston in connection with the Cash Placing and is not acting for any other person and will not be responsible to any person other than Creston for providing the protections afforded to its customers or for providing advice on the transactions or arrangements referred to in this announcement.
Don Elgie, Chief Executive, commented:
"Following the Group's robust 2009 financial year end, Creston is pleased to have made this limited capital raising with long-term shareholders to enable it to bring forward its organic growth plans, particularly in the areas of mobile, digital and healthcare marketing."
Enquiries:
For further information, please contact:
Creston plc 020 7930 9757
Don Elgie, Chief Executive
Barrie Brien, COO & CFO
www.creston.com
Investec 020 7597 5000
Erik Anderson
Carlton Nelson
Hogarth Partnership Limited 020 7357 9477
Chris Matthews
Sarah Macleod
APPENDIX
Terms and conditions of, and Important Information relating to, the Cash Placing
If a Placee chooses to participate in the Cash Placing by making an offer to acquire new Ordinary Shares, it will be deemed to have read and understood this Appendix in its entirety and to be making such offer on the terms and subject to the conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix.
The Cash Placing and the terms and conditions contained or referred to herein are directed exclusively at investment professionals (within Article 19(5) of the FPO), members and creditors of the Company (within Article 43 of the FPO) and high net worth companies, unincorporated associations etc (within Article 49 of the FPO) who are also qualified investors for the purposes of section 86 of FSMA. Such persons are together referred to as 'Relevant Persons.' No person other than Relevant Persons contacted by Investec may participate in the Cash Placing or rely on any communication relating to it. Accordingly, this announcement is exempt from the general restriction set out in section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is an authorised person under FSMA.
Members of the public are not entitled to take part in the Cash Placing and this announcement is communicated to them for the purposes of information only. The offer of the Cash Placing has not been made to the public for the purposes of section 102B of FSMA. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons.
This announcement and this Appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for new Ordinary Shares in any jurisdiction, including, without limitation, the United States, Canada, Australia, Japan and the Republic of Ireland. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of Ireland or in any jurisdiction in which such publication or distribution is unlawful. The new Ordinary Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (the 'Securities Act') and may not be offered or sold within the United States absent registration or an exemption from registration.
The distribution of this announcement and the Cash Placing and/or issue of the new Ordinary Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company and Investec to inform themselves about and to observe any such restrictions.
Any acquisition or application for new Ordinary Shares by Placees should only be made on the basis of information contained in this announcement and this Appendix.
The Cash Placing
Under the Placing Agreement, Investec has, as agent of the Company, conditionally agreed with the Company to use its reasonable endeavours to procure Placees to accept the issue and allotment of new Ordinary Shares at the Placing Price upon the terms and subject to the conditions set out in this Appendix. The Cash Placing is not underwritten.
The Cash Placing will raise approximately £3.3m (gross) for the Company. Application will be made for the admission of the new Ordinary Shares to the Official List of the UK Listing Authority and for the admission of such shares to trading on the London Stock Exchange's main market. It is expected that Admission will occur and that dealings will commence on 10 July 2009 at which time it is also expected that the new Ordinary Shares will be enabled for settlement in CREST. Immediately following Admission, the Company is expected to have 61,337,338 Ordinary Shares issued and fully paid.
Prospective Placees will be contacted by Investec to invite them to submit an application for allotment of new Ordinary Shares. If an application is successful, the Placee's allocation will be confirmed to it orally following the close of the Cash Placing process, and a contract note will be dispatched as soon as possible thereafter. Investec's oral confirmation to the Placee after the Cash Placing process has closed will constitute a legally binding commitment upon the Placee to accept the issue and allotment of the number of new Ordinary Shares allocated to it on the terms and subject to the conditions set out in this Appendix. Investec is arranging the Cash Placing as an agent of the Company. Participation will only be available to persons invited to participate by Investec.
Terms of the Placing Agreement
The Cash Placing is conditional upon, inter alia:
i) Placees having agreed to acquire all of the new Ordinary Shares at the Placing Price (upon the terms and subject to the conditions set out in this Appendix);
ii) the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission; and,
iii) Admission having become effective on or before 8.00 am on 10 July 2009 (or such later date as Investec and the Company may agree, being no later than 8.00 am on 17 July 2009)(the "Condition Deadline"). If the Cash Placing has not become unconditional by the Condition Deadline then any placing monies will be returned to Placees, without interest, as soon as practicable thereafter.
The Placing Agreement may be terminated by Investec at any time prior to Admission, in certain circumstances including if:
i) a force majeure event occurs;
ii) there is a breach of warranty;
iii) the Company fails to comply with its obligations under the Placing Agreement; or
iv) any of the conditions to the Placing Agreement shall have become incapable of fulfilment or if all of the conditions are not fulfilled before the Condition Deadline (and such conditions have not been waived by Investec as provided under the Placing Agreement).
The exercise by Investec of any right of termination under the Placing Agreement shall be within its absolute discretion. Investec shall not have any liability to any Placee, or any other person for whom any Placee is acquiring new Ordinary Shares, in respect of any decision which it may make as to whether or not to exercise any right of termination or any of its other rights under the Placing Agreement.
General
These terms and conditions apply to persons accepting the issue and allotment of new Ordinary Shares under the Cash Placing. Each person to whom these conditions apply, as described above, who confirms to Investec (which may include Investec and/or its nominee(s)) his agreement to accept the issue and allotment of the new Ordinary Shares under the Cash Placing, hereby agrees with each of Investec and the Company to be bound by these terms and conditions as being the terms and conditions on which the new Ordinary Shares will be issued under the Cash Placing. A Placee shall, without limitation, become so bound if Investec confirms to it (i) the Placing Price and (ii) its allocation (the 'Confirmation'), being the number of new Ordinary Shares in respect of which such Confirmation is given or such lesser number of new Ordinary Shares as Investec shall specify and of which Investec shall notify the Company's registrar on behalf of the Company, conditional on these terms and conditions and this Announcement.
Conditional, inter alia, on (i) Admission occurring on 10 July 2009 or such later date as Investec and the Company may agree (being not later than 8.00 am on 17 July 2009) and (ii) Investec having given the Confirmation, each Placee agrees to accept the issue and allotment to it of such number of new Ordinary Shares as is specified in its Confirmation (or such lesser number as Investec shall specify) at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A contract note will be dispatched as soon as possible following the Confirmation.
Each Placee undertakes to pay the Placing Price for each new Ordinary Share issued to such Placee in such manner as shall be directed by Investec. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing LIBOR. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, (without prejudice to Investec's rights against such Placee) the relevant Placee shall be deemed hereby to have appointed Investec or any nominee of Investec to sell (in one or more transactions) any or all of the new Ordinary Shares in respect of which payment shall not have been made as directed by Investec.
If the Company, Investec, the Company's registrars or any of their agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.
This Announcement is the sole responsibility of the Company. Investec is acting for the Company in connection with the Cash Placing and is not providing advice to any other person in relation to the Cash Placing. Investec shall not be responsible to any person other than the Company for providing the protections afforded to the customers of Investec nor for advising any person other than the Company on the transactions and arrangements referred to in this document.
No offering document or prospectus has been or will be submitted to be approved by the Financial Services Authority in relation to the Cash Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement. Each Placee, by accepting a participation in the Cash Placing, agrees that the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec or the Company and neither Investec nor the Company will be liable for any Placee's decision to accept this invitation to participate in the Cash Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Cash Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
By participating in the Cash Placing, each Placee irrevocably represents, warrants and undertakes to Investec (for itself and as agent of the Company) that:
(a) it has read this Announcement, including this Appendix in its entirety and acknowledges its participation in the Cash Placing will be governed by the terms of this Appendix;
(b) it and/or each person on whose behalf it is participating (in whole or in part) in the Cash Placing or to whom it allocates new Ordinary Shares in whole or in part:
i. has the capacity and authority and is entitled to enter into and perform its obligations as a person who has accepted the allotment and issue of the new Ordinary Shares are issued and allotted and will honour such obligations; and
ii. has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the issue and allotment to it of new Ordinary Shares;
(c) it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, Japan, the Republic of Ireland or any other jurisdiction where participating in the Cash Placing (on the terms and subject to the conditions in this Appendix) is unlawful (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person);
(d) it is a Relevant Person;
(e) in agreeing to accept the issue and allotment of new Ordinary Shares it has received and read this Announcement including this Appendix and is not relying on any information, representation or warranty relating to the Cash Placing, the new Ordinary Shares or the Company other than as contained in this document and it has not relied on and is not relying on any representation or warranty or agreement by Investec or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein;
(f) save where Investec has agreed in writing to the contrary, in participating in the Cash Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the new Ordinary Shares and that where Investec has agreed it is not acting as a principal, it represents and warrants that it has the authority to agree to acquire Placing Shares on the Placee's behalf;
(g) neither Investec nor any of its affiliates nor any person acting on its or their behalf has or shall have any liability for any publicly available or filed information or representation in relation to the Company, provided that nothing in this paragraph excludes the liability of any person for fraud.
(h) it irrevocably confirms Investec's discretion with regard to the Placing Agreement and agrees that Investec owes it no fiduciary or other duties in respect of any claim it may have relating to the Cash Placing and that it has no rights against Investec, the Company or any of their respective directors, officers, employees, agents or advisors under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;
(i) it acknowledges that the new Ordinary Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the new Ordinary Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the new Ordinary Shares may not, subject to certain exceptions, be directly or indirectly offered or sold in the United States, Canada, Australia, the Republic of Ireland, Japan, or any other jurisdiction where to do so would be unlawful;
(j) it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any new Ordinary Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States, Canada, Australia, the Republic of Ireland, Japan or any other jurisdiction where to do so would be unlawful;
(k) it has not offered or sold and will not offer or sell any new Ordinary Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section;
(l) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Cash Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Investec, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any territory in connection with the Cash Placing or its application; that it is not in a territory in which it is unlawful to make an offer to subscribe for new Ordinary Shares; and that it will pay any issue or other taxes due under any relevant laws having effect outside of the United Kingdom;
(m) it acknowledges and agrees in connection with its participation in the Cash Placing that Investec is not acting for it in relation to the Cash Placing or otherwise and that Investec will not have any duties or responsibilities to it for providing the protections afforded to its customers or for advising it with regard to the Cash Placing or the new Ordinary Shares, nor do the contents of this announcement constitute the giving of investment advice by Investec to it and nor does it expect Investec to have a duty to it similar or comparable to the 'best execution', 'suitability' and 'risk warnings' rules of the Financial Services Authority;
(n) it has obtained all necessary consents and authorities to enable it to give its commitment to accept the issue and allotment to it of new Ordinary Shares and to perform its obligations as set out herein;
(o) save where Investec has been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person);
(p) save where Investec has been given prior written notice to the contrary, the issue and allotment of new Ordinary Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;
(q) in the case of a person who confirms to Investec on behalf of a Placee an agreement to accept the issue and allotment of new Ordinary Shares and/or who authorises Investec to notify the Placee's name to the Company's registrar, that person represents and warrants that he has authority to do all such acts on behalf of the Placee;
(r) to the extent that a Placee is accepting the issue and allotment of new Ordinary Shares on behalf of a third party and prior written agreement of such matter has been given by Investec as contemplated by paragraph (f) of this Appendix:
i. such Placee has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2007 (the 'Regulations');
ii. such Placee has complied fully with its obligations pursuant to the Regulations; and
iii. such Placee will provide Investec on demand with any information it might require for the purposes of verification under the Regulations;
(s) it is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and insider dealing under the Criminal Justice Act 1993;
(t) it acknowledges that the issue and allotment of the new Ordinary Shares to it will be issued subject to the terms and conditions set out herein;
(u) acknowledges that no offering document or prospectus has been prepared in connection with the Cash Placing;
(v) acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Investec nor any person acting on their behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;
(w) represents and warrants that it has not received a prospectus or other offering document and has not relied on any information other than information contained in this Announcement or any information previously published by or on behalf of the Company and acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Cash Placing;
(x) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Cash Placing Shares in circumstances in which Section 21 of FSMA does not require approval of the communication by an authorised person;
(y) to the fullest extent permitted by law and to the extent permitted by the rules of the Financial Services Authority, neither Investec nor its affiliates nor any of their respective directors, officers, employees, agents and advisors shall be liable to it for any matter arising in connection with the Cash Placing or the acquisition of Placing Shares pursuant to the Cash Placing and that where any such liability nevertheless arises as a matter of law it will immediately waive any claim against any such persons which it may have in respect thereof; and
(z) by participating in the Cash Placing, it (and any person acting on such it's behalf) agrees to indemnify and hold the Company and Investec harmless from and against any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Cash Placing.
The acknowledgements, undertakings, representations and warranties referred to above are given to each of the Company, Investec and each of their respective affiliates and are irrevocable.
In the event that a Placee is not able to give the warranties and undertakings in (o) and (p) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate. Neither Investec nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax, which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, Investec and the Company.
Each Placee irrevocably appoints any duly authorised officer of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the new Ordinary Shares issued and allotted to it.
Settlement of the transactions in the new Ordinary Shares following Admission will take place within the CREST system against Investec's CREST account 331.
In the case of a joint agreement to subscribe for new Ordinary Shares, references to a "Placee" in this Appendix are to each Placee who is a party to such agreement and each such Placee's liability is joint and several.
These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or validly form part will be governed by and construed in accordance with English law. For the exclusive benefit of Investec and the Company, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction.
All times and dates in this announcement may be subject to amendment. Investec will notify Placees and any persons acting on behalf of the Placees of any changes.
In this Announcement (including the Appendix), the following expressions have the following meanings unless inconsistent with the context:
| 'Admission' | the admission of the new Ordinary Shares to the Official List by the making of an announcement in accordance with paragraph 3.2.7 of the Listing Rules and the admission of such shares to trading on the London Stock Exchange's main market for listed securities in accordance with paragraph 2.1 of the Admission and Disclosure Standards |
| 'Admission and Disclosure Standards' | the admission and disclosure standards published by the London Stock Exchange from time to time |
| 'Cash Placing' | the conditional placing of the new Ordinary Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement and this Appendix |
| 'Closing Price' | the closing middle market quotation of an Ordinary Share as derived from the daily official list published by the London Stock Exchange |
| 'Company' or 'Creston' | Creston PLC (registered number 00210505, whose registered office is at 30 City Road, London ECY 2AG. |
| 'CREST' | the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument and which is operated by CRESTCo Limited |
| 'FPO' | Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) |
| 'FSMA' | The Financial Services and Markets Act 2000 (as amended) |
| 'Group' | the Company and its subsidiaries at the date hereof and 'member of the Group' shall be construed accordingly |
| 'Investec' | Investec Bank PLC (registered number 489604), whose registered office is at 2 Gresham Street, London EC2V 7QP |
| 'Listing Rules' | the listing rules made by the Financial Services Authority under section 74 of FSMA and in force as at the date of the Placing Agreement |
| 'London Stock Exchange' | London Stock Exchange plc |
| 'new Ordinary Shares' | 5,576,100 new Ordinary Shares which are the subject of the Cash Placing |
| 'Official List' | the official list maintained by the Financial Services Authority |
| 'Ordinary Shares' | ordinary shares of 10p each in the capital of the Company |
| 'Placees' | persons who are procured by Investec to new Ordinary Shares allotted and issued to them pursuant to the provisions of the Placing Agreement |
| 'Placing Agreement' | the agreement dated 7 July 2009 between the Company and Investec |
| 'Placing Price' | 60 pence per new Ordinary Share |
| 'UK Listing Authority' | The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA |