Last checked at 13 Dec 2016 16:20
Chesnara plc
("Chesnara" or the "Company")
13 December 2016
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES.
Results of General Meeting, Total Voting Rights and Directors' Dealings
Earlier today Chesnara announced the results of the Placing and Open Offer of 4,664,340 New Ordinary Shares at 300 pence per share which was, together with the issue of 18,668,994 New Ordinary Shares at 300 pence per share pursuant to the Firm Placing, conditional on, inter alia, shareholder approval.
The Board of the Company is pleased to announce that at the General Meeting held at 11 a.m. today, all of the Resolutions, which included those authorising the Acquisition and approving the issue of New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer were duly passed by the requisite majorities.
The results of the poll taken at the meeting in relation to each of the Resolutions are as follows:
Description of Resolution | Votes for | Votes against | Votes withheld1 |
1. Ordinary Resolution to grant the directors authority to allot relevant shares pursuant to the Firm Placing and Placing and Open Offer | 74,364,243 | 33,586 | 18,762 |
2. Special Resolution to grant the directors authority to allot equity securities for cash pursuant to Resolution 1 | 74,286,812 | 104,368 | 25,411 |
3. Ordinary Resolution to approve the issue of the New Ordinary Shares for cash at an issue price of 300 pence per share pursuant to the Firm Placing and Placing and Open Offer | 74,213,316 | 30,254 | 173,021 |
4. Ordinary Resolution to approve the proposed acquisition of Legal & General Nederland Levensverzekering Maatschappij N.V. | 74,236,832 | 11,224 | 168,535 |
1 A vote withheld is not a vote in law and is not counted in the votes for and against a Resolution.
Completion of the Acquisition remains subject to certain conditions and further updates will be made in due course. For further details, please refer to the Prospectus, which is available on the Company's website www.chesnara.co.uk (subject to certain exceptions in relation to persons located in an Excluded Territory)
An application has been made to the London Stock Exchange ("LSE") for 23,333,334 New Ordinary Shares in relation to the Firm Placing and Placing and Open Offer to be to be admitted to trading on the premium segment of the main market of the LSE, which is expected to occur at 8 a.m. on 15 December 2016 ("Admission"). The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares of the Company.
Total Voting Rights
Following Admission, the Enlarged Ordinary Share Capital of the Company will consist of 149,738,226 Ordinary Shares and this figure may be used by Shareholders 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 Company.
Directors' Dealings
The following Directors have subscribed for Ordinary Shares under the Firm Placing and Placing and Open Offer and will hold the following number of shares after Admission:
Existing Ordinary Shares held | Number of Open Offer Shares to be issued under the Firm Placing and Placing and Open Offer | Ordinary Shares held following Admission | Percentage of Enlarged Share Capital following Admission | |
Executive Directors | ||||
Peter Mason | 21,743 | 4,000 | 25,743 | 0.02 |
John Deane | 9,677 | 10,000 | 19,677 | 0.01 |
Frank Hughes | 12,123 | 3,333 | 15,546 | 0.01 |
David Rimmington | 8,048 | 800 | 8,848 | 0.01 |
Non-Executive Directors | ||||
Michael Evans | 6,709 | 1,247 | 7,959 | 0.01 |
Veronica Oak | 2,000 | 1,000 | 3,000 | 0.002 |
Peter Wright | 70,000 | - | 70,000 | 0.05 |
Jane Dale | - | 3,333 | 3,333 | 0.002 |
David Brand | 3,000 | 2,500 | 5,500 | 0.004 |
Unless otherwise stated, terms and expressions defined in the Prospectus sent to Shareholders dated 24 November 2016 shall have the same meaning in this announcement.
Enquiries
Chesnara plc
John Deane, Chief Executive +44 (0)1772 972079
David Rimmington, Finance Director
Shore Capital
Sponsor and joint global co-ordinator and joint bookrunner
Hugh Morgan +44 (0)20 7408 4090
Toby Gibbs
Panmure Gordon
Joint global co-ordinator and joint bookrunner
Dominic Morley +44 (0)20 7886 2500
Charles Leigh-Pemberton
Keefe, Bruyette & Woods
Financial Adviser in relation to the Acquisition and Placing Agent
Stephen Howard +44 (0)20 7663 5400
Max Cornu-Thenard
FWD Consulting
Financial PR +44 (0)20 7280 0651
Roddy Watt +44 (0)7714 770493
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Peter Mason | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chairman | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | John Deane | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Executive | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Frank Hughes | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Business Services Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | David Rimmington | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Group Finance Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Michael Evans | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Senior Independent Non-Executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Veronica Oak | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Jane Dale | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | David Brand | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Chesnara plc | ||||
b) | LEI | N/A | ||||
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 the Financial instrument, type of instrument | Ordinary Shares of 5p each | ||||
Identification code | GB00B00FPT80 | |||||
b) | Nature of the Transaction | Firm Placing and Placing and Open Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | N/A (Single transaction) | ||||
e) | Date of the transaction | 13 December 2016 | ||||
f) | Place of the transaction | London Stock Exchange (XLON) | ||||
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Firm Placing and Placing and Open Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
Shore Capital is acting as sole sponsor in relation to the Acquisition and the Firm Placing and Placing and Open Offer and Shore Capital and Panmure Gordon (UK) Limited ("Panmure Gordon") are acting as joint global co-ordinators and joint bookrunners in relation to the Firm Placing and Placing and Open Offer. References to "Shore Capital" refer to Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited, as the context permits.
Shore Capital is authorised and regulated in the UK by the FCA and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to their clients nor for giving advice in relation to the contents of this announcement, the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the UK by the FCA, has been appointed as joint global co-ordinator and joint bookrunner in connection with the Firm Placing and Placing and Open Offer and Admission and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.
Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods), which is authorised and regulated in the UK by the FCA, has been appointed as financial adviser in connection with the Acquisition and placing agent in connection with the Firm Placing and Placing and Open Offer and Admission and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.
Cautionary statement regarding forward-looking statements
This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company and the Group. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Shore Capital, Panmure Gordon, Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) and the Company do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement.
You are advised to read this announcement and the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
No statement in this announcement is intended as a profit forecast or a profit 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.