Duke Capital Regulatory News (DUKE)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM THE UNTIED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES.

4 October 2019

Duke Royalty Limited

("Duke Royalty", "Duke" or the "Company")

Fundraising of up to £20 million

Duke Royalty Limited (AIM: DUKE), a provider of alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad, is pleased to announce a conditional Fundraising of up to approximately £20 million from new and existing investors.

Highlights

·; Placing with confirmed subscriptions to raise approximately £16.1 million from new and existing institutional investors

·; Additional funding of up to approximately £3.9 million to be raised on the same terms as the Placing

·; The Issue Price of 44p per share

·; The additional funding will be through Open Offer, Retail Offer and further direct subscriptions to accommodate demand from new and existing investors including family offices and private wealth managers

·; Net proceeds of the Fundraising, together with the previously announced revolving credit facility, will enable the company to:

o Secure an additional royalty partner which is currently under letter of intent

o Facilitate multiple follow on investments within the existing portfolio

o Pay down inherited credit facility immediately

o Provide funding for the Company's strong pipeline of additional royalty partners

Neil Johnson, CEO of Duke Royalty, said:

"We are delighted with the support new and existing institutions have shown for our strategy to enhance the robust, predictable, long-term returns we have demonstrated for shareholders. In addition, we are pleased to be able to offer non-institutional shareholders the ability to join the register through the launch of a Retail Offer and direct subscriptions, and we will provide an Open Offer for all existing shareholders. This will enable private investors and family offices to subscribe for new shares on the same terms as institutional investors.

"We are excited to continue building the diversification of royalty partners and to support existing royalty partners in their acquisition strategies. Our revolving line of credit means the Company can efficiently use our balance sheet to continue to deploy capital. Royalty finance businesses been proven over market cycles to provide both income and capital gains to public shareholders due to the long-term predictable cash flows they deliver, and we look forward to continuing to build our business for the benefit of our shareholders."

For further information, please contact www.dukeroyalty.com, or contact:

Introduction

The Board is pleased to announce that it is seeking to raise up to approximately £20 million (before expenses) through a Fundraising with new and existing investors, to support further growth of the Group and development of its business.

In order to provide other investors and existing Shareholders who have not taken part in the Placing, with an opportunity to participate in the Fundraising, the Company will enable its existing Qualifying Shareholders and other investors, to subscribe for New Ordinary Shares, at the Issue Price, via the Open Offer and the Retail Offer. In accordance with the timetable set out below, it is intended that the results of the Retail Offer be known prior to the formal launch of the Open Offer in order that the Company be able to calculate the number of Ordinary Shares to be offered in the Open Offer such that the aggregate amount proposed to be raised by both the Retail Offer and the Open Offer shall be a maximum of approximately £3.9 million.

Whilst not underwritten, if the Open Offer and Retail Offer are not fully subscribed, the Directors reserve the right to place New Ordinary Shares directly with new/existing investors such that the Retail Offer and Open Offer may raise in aggregate, up to the maximum amount of £3.9 million. The Directors may subscribe for such New Ordinary Shares.

The Issue Price represents a discount of 6.4 per cent. to the closing middle market price of 47 pence per Ordinary Share on 3 October 2019, being the last practicable date prior to the announcement of the Fundraising.

Background to and reasons for the Fundraising

Duke is a provider of alternative capital solutions to a diversified range long-established businesses in Europe and abroad. Since the Company's re-admission to AIM in 2017, it has made demonstrable progress in pursuit of its strategy to produce long term, predictable revenue streams through a diversified portfolio of royalty partners. Duke seeks to achieve this through deployment of further capital into long standing, profitable businesses that meet the Company's investment criteria.

On 9 September 2019, Duke announced its results for the financial year ended 31 March 2019 in which it highlighted such progress, both in terms of financial and operational performance. This included growth in its core portfolio from 3 to 12 partners, an increase in net operational cashflow from £0.25m to £4.1m, additional hires to the operational team and the maintenance of its position in the top fifth percentile of dividend payers on AIM by yield.

On 10 September 2019, the Company announced that it had entered into a new £30 million revolving facility agreement (the "New Credit Facility") with its existing provider, Honeycomb Investment Trust PLC on improved terms. The increased facility was entered into to provide access to additional capital, at a reasonable cost, without relying solely on equity markets. The new facility is expected to improve shareholder returns by minimising cash drag following equity placings.

In accordance with its stated strategy, Duke will continue to diversify its portfolio through investing in new royalty partners as well as follow-on investments into existing partners. This strategy serves to decrease the risk profile of the portfolio over time, providing a better weighting of investments and royalty income from an increased variety of sectors and additional geographies. Since the beginning of 2018 Duke's investment team has evaluated over 300 investment opportunities.

Through its ongoing deal origination and due diligence processes, Duke has identified six near-term investment opportunities, which include a new potential royalty partner and five follow on investments within the existing portfolio, primarily for acquisition financing. These opportunities are in advanced stages of negotiation and the board anticipates that all of these can be completed in the coming months. further details are set out below. These investments, should they all complete, would require total capital of approximately £25 million.

Following the recent implementation of the New Credit Facility, Duke intends to pay down the outstanding balance of approximately £12 million within its previous credit facility, which was inherited as part of the Company's acquisition of Capital Step Investments Limited in February 2019. Upon repayment, Duke will benefit from material annual interest savings and utilisation of the £30 million New Credit Facility on a lower interest rate of LIBOR plus 7.25% (previously LIBOR plus 9.5%). When utilising the accordion provision, the New Credit Facility provides the Group with material additional headroom of a further £10 million.

Furthermore, Duke has identified a longer-term pipeline of royalty investments totalling approximately £85 million of potential additional capital deployment. These include new royalty partnerships in such diverse industries as the healthcare, aerospace, telecoms and business services markets throughout the UK, Europe and North America.

Use of proceeds of the Fundraising

Duke is proposing to raise gross proceeds of approximately £16.1 million through the Placing, conditional on Admission and the passing of the Extraordinary Resolution. The Group may also raise up to £3.9 million (net) through the Open Offer and the Retail Offer. The net proceeds of the Fundraising, expected to be up to approximately £19 million, (assuming full uptake of the Open offer), are intended to be used, together with funds available under the New Credit Facility, a) to fund a new royalty partner, b) provide follow on investments to five existing royalty partners, c) repayment of the current outstanding balance of the credit facility with Honeycomb Investment Trust, and d) to fund the longer-term pipeline of future royalty investments. To the extent that additional proceeds are raised in excess of the Fundraising proceeds, by direct subscription between the Company and other investors including family offices and private wealth managers, these will also be applied to the reasons set out above.  

A) New royalty partner - £8.0 million

Duke intends to provide approximately £8.0 million to a new royalty partner in the Management Support Services sector. This profitable company, established in Ireland in 1989 has historic revenue of approximately €12 million, expected to grow to €14 million for its 2019 financial year. This company supplies teams of experienced managers to its clients (mainly governments and government agencies) for long term contracts of one to three years. Duke's financing will support a management buyout of the business.

Under the terms of the royalty agreement, Duke's annual distribution from this investment is expected to be €1.14 million (based on an initial cash yield of 13.2%), with its typical adjustment factor of up to six per cent. based on revenue performance. The term of the financing is expected to be 30 years and Duke's capital will have senior security over assets. Duke will also seek to retain an equity stake of 20 per cent. in the business.

B) Follow-on investments to existing partners - £16.4 million

The Company is in advanced stages of negotiating the provision of additional investment to its existing royalty partners, primarily for acquisitions*. These opportunities are as follows:

Brightwater Group (recruitment company) - £8.0 million

Duke intends to provide £8.0 million to Brightwater to fund the acquisition of a healthcare/life sciences recruitment business. This would take the Company's pro-forma investment in Brightwater to £9.7 million, with estimated annual distribution to Duke of 13.5 per cent. of the investment.

Welltel (corporate telecoms company) - £2.0 million

Duke intends to provide £2.0 million to Welltel to fund the acquisition of an SME focused IT services provider. This would take the Company's pro-forma investment in Welltel to £8.1 million, with estimated annual distribution to Duke of 13.1 per cent. of the investment.

BHP (insurance broker) - £1.4 million

Duke intends to provide £1.4 million to BHP to fund the acquisition of a broking business. This would take the Company's pro-forma investment in BHP to £5.5 million, with estimated annual distribution to Duke of 13.5 per cent. of the investment.

United Glass Group Limited (glass processor) - £3.0 million

Duke intends to provide £3.0 million to United Glass Group Limited to fund the acquisition of a UK based glass business to add capacity and curved glass offering to United Group's capabilities. This would take the Company's pro-forma investment in UGG to £10.5 million, with estimated annual distribution to Duke of 14.0 per cent. of the investment.

Lynx Equity UK Limited (conglomerate business) - £2.0 million

Duke intends to provide £2.0 million to Lynx Equity UK Limited to fund further acquisitions, which would increase Lynx's portfolio. This would take Duke's pro-forma investment in Lynx Equity to £12 million, with estimated annual distribution to Duke of 13.0 per cent. of the investment.

*there can be no guarantee that these additional investments will be completed.

C) Repayment of existing Honeycomb credit facility - £12 million

As part of the acquisition of Capital Step Investment Limited earlier this year, Duke assumed its credit facility of £15 million with Honeycomb Investment Trust PLC, of which £12 million was used to fund the acquisition. Now that Duke has access to the New Credit Facility on better terms, it is intended that £12 million of the net proceeds be used to pay the outstanding balance on its existing facility.

D) Longer term pipeline of royalty investments - up to approximately £24 million

The board is also currently evaluating further opportunities for royalty investments which would require approximately £85 million of additional capital. These include new royalty partnerships in the such diverse industries as the healthcare, aerospace, telecoms and business services markets throughout the UK, Europe and North America.

The board currently expects to utilise up to approximately £24 million for these longer term royalty opportunities.

The Fundraising

Details of the Placing

The Company has conditionally raised a total of approximately £16.1 million (before expenses) through the placing of 36,591,000 Placing Shares. The Issue Price of 44 pence per Placing Share represents a discount of 6.4 per cent. to the closing middle market price of 47 pence on 3 October 2019, being the last day prior to the announcement of the Placing. The Placing is conditional inter alia on the passing of the Extraordinary Resolution at the Extraordinary General Meeting and also on Admission occurring no later than 8.00 a.m. on 31 October 2019 (or such later date as the Company and Cenkos may agree, being no later than 14 November 2019).

Placing Agreement

Pursuant to the Placing Agreement, Cenkos has agreed to use its reasonable endeavours as agent of the Company to procure subscribers for the Placing Shares. The Placing Agreement provides, inter alia, for payment by the Company to Cenkos of commissions based on certain percentages of the product of the number of Placing Shares placed by it multiplied by the Issue Price. The Company will bear all other expenses of and incidental to the Placing.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cenkos and the obligations of Cenkos under the Placing Agreement in connection with the Placing are conditional, inter alia, upon:

(a) the Extraordinary Resolution having been passed by the requisite majority of Shareholders at the Extraordinary General Meeting;

(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective not later than 8.00 a.m. on 31 October 2019 or such later time and/or date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 14 November 2019.

Cenkos may terminate the Placing Agreement in certain circumstances, if, inter alia, the Company has failed to comply with any of its obligations under the Placing Agreement; if there is a material adverse change in the financial or trading position or prospects of the Company or the Group; or if there is a change in financial, political, economic or stock market conditions, which in their reasonable opinion (acting in good faith) is or would be materially prejudicial to the successful outcome of the Placing.

Details of the Open Offer, Retail Offer and possible subscriptions

Pursuant to the Open Offer and the Retail Offer, the Company is proposing to raise up to approximately £3.9 million in aggregate (before expenses) by the issue of up to approximately 8.9 million New Ordinary Shares, in aggregate, at the Issue Price.

Whilst not underwritten, if the Open Offer and Retail Offer are not fully subscribed, the Directors reserve the right to place New Ordinary Shares directly with new/existing investors such that the Retail Offer and Open Offer may raise in aggregate, up to the maximum amount of £3.9 million.

Under this authority, the Directors may place additional shares prior to the closing of the Open Offer, either directly or through the PrimaryBid Platform following the closing of the Retail Offer on 6 October 2019.

Furthermore, the Company may seek to raise additional proceeds in excess of the Fundraising proceeds, by direct subscription between the Company with other investors including family offices and private wealth managers.

Retail Offer

The Retail Offer is open to private retail investors subscribing via PrimaryBid.com. The terms and conditions on which the Retail Offer will be made, including the procedure for application and payment for New Ordinary Shares, is available to persons who register with PrimaryBid.com and who receive communication to that effect from PrimaryBid.com.

The Retail Offer will be conditional on the Placing being or becoming wholly unconditional. This announcement does not constitute an offer in respect of the Retail Offer, which will be set out in a separate announcement to be made by the Company and approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by PrimaryBid Limited, operator of PrimaryBid.com

The New Ordinary Shares issued pursuant to the Retail Offer will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the Existing Ordinary Shares.

The Retail Offer is not underwritten and is on a "first come, first served" basis. The Retail Offer has been arranged by PrimaryBid and will be open from 4.31 p.m. on 4 October 2019 to 9.00 p.m. on 6 October 2019.

The Company is relying on an available exemption against the need to publish a prospectus approved by the UK Listing Authority.

Open Offer

The Company is proposing to raise, in total, a maximum of approximately £3.9 million from the Primary Bid Offer and the Open Offer. Consequently, the size of the Open Offer will be such New Ordinary Shares as will, when taken together with the level of take-up under the Retail Offer by investors on the PrimaryBid platform, amount to up to approximately £3.9 million. It is anticipated that the Company will announce the results of the Retail Offer and, accordingly, the resulting size and weighting of the Open Offer on 7 October 2019.

The Open Offer Shares will be available to Qualifying Shareholders, pro-rata to their existing holdings of Ordinary Shares, pursuant to the Open Offer at the Issue Price, payable in full on acceptance. The Open Offer will not be underwritten and will not be subject to a minimum amount being raised. The Open Offer will be conditional on, inter alia, the Placing becoming unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing are not satisfied or waived (where capable of waiver under the terms of the Placing Agreement), the Open Offer will not proceed.

A further announcement relating to the formal launch of the Open Offer is currently expected to be made by the Company on 7 October 2019. The Circular, containing the terms and conditions of the Open Offer, is expected to follow that announcement shortly afterwards and in any event in accordance with the timetable set out below.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that subject to the passing of the Extraordinary Resolution, Admission will become effective at 8.00 a.m. on 31 October 2019.

The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Extraordinary General Meeting

The Extraordinary General Meeting of the Company is to be held at 11:00 a.m. on 30 October 2019 at the Company's registered office, 4th Floor, Trafalgar Court, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 2JA.

Under Article 4.7 of the Articles, the Company may, by Extraordinary Resolution, disapply the rights of pre-emption for the issue of equity securities. An Extraordinary Resolution is passed where no less than 75 per cent of those present and entitled to vote, or voting by proxy, in a general meeting vote in favour for it to be passed.

Definitions

The following definitions apply throughout this document unless the context otherwise requires:

Expected timetable of principal events

About Duke Royalty

Duke Royalty Limited provides alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad. Duke Royalty's experienced team provide financing solutions to private companies that are in need of capital but whose owners wish to maintain equity control of their business. Duke Royalty's royalty investments are intended to provide robust, stable, long term returns to its shareholders. Duke Royalty is listed on the AIM market under the ticker DUKE and is headquartered in Guernsey.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Important Notice

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the New Shares may decline and investors could lose all or part of their investment; New Shares offer no guaranteed income and no capital protection; and an investment in New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos Securities plc has only procured investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Shares.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, are acting for the Company and for no one else in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc or for providing advice in relation to the Fundraising, or any other matters referred to in this Announcement.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc or for providing advice in relation to the Fundraising, or any other matters referred to 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 or on behalf of the Company, Cenkos Securities plc or by their affiliates or their respective agents, directors, officers and 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.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", ""estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

**ENDS**