ENGI.L Regulatory News (ENGI)

 20 December 2016



Energiser Investments plc 

('Energiser' or the 'Company')

Completion of Placing, Issue of Equity and Director/PDMR Dealing

Energiser Investments plc is pleased to announce the completion of the Placing announced earlier today.

All defined terms in this announcement shall have the same meaning as defined in the Company's announcement dated 20 December 2016, unless otherwise defined above.

A total of 62,750,000 Placing Shares have been placed at a Placing Price of 2p, raising a total of £1,255,000 before expenses. The Placing Shares will represent 50.64 per cent. of the enlarged issued share capital of the Company which, following the Placing, comprises 123,912,957 ordinary shares ("Enlarged Issued Share Capital").

The Company also announces that the following Directors have participated in the Placing at a price of 2p per share:

* The beneficial holding of Stephen Wicks comprises his direct shareholding of 28,558,855 shares following the Placing and an interest of 5,768,500 shares in the Company held by way of his shareholding in Highlands Village Limited, of which he owns 33.2 per cent.

** The beneficial holding of Nishith Malde comprises his direct shareholding of 10,955,646 shares following the Placing and an interest of 1,459,500 shares in the Company held by way of his shareholding in Highlands Village Limited, of which he owns 8.4 per cent.

CONCERT PARTY

Stephen Wicks, Nishith Malde and Highlands Village Limited are deemed to be acting in concert for the purposes of the City Code on Takeovers and Mergers ("City Code"). Stephen Wicks, Nishith Malde and Highlands Village Limited ("the Concert Party") together hold 56,889,501 share in the Company following the Placing.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares.

Similarly, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent., but does not hold shares carrying more than 50 per cent., of the voting rights of a company and such person, or any persons acting in concert with him, acquires an interest in any other shares in the company which increases the percentage of shares carrying voting rights in which he is interested, such person would normally have to extend a general offer to all shareholders to acquire their shares for cash at not less than the highest price paid by him, or parties acting in concert with him, during the 12 months prior to the announcement.

Prior to the Placing, the Concert Party held more than 50 per cent. of the voting rights of the Company. Following the Placing, the aggregate holding of the Concert Party has fallen from more than 50 per cent. to 45.91 per cent. of the Company's issued share capital. Accordingly, any further acquisition of voting rights by the Concert Party may be regarded by the Panel on Takeovers and Mergers, which administers the City Code, as giving rise to an obligation to make an offer for the entire share capital of the Company pursuant to Rule 9 of the City Code.

RELATED PARTY TRANSATION

The Directors' participation in the placing is considered to be a related party transaction pursuant to the AIM Rules for Companies. In the absence of any independent directors, Cairn Financial Advisers LLP, the Company's nominated adviser, considers that the terms of the fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

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 AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on or around 28 December 2016.

The Placing is conditional, among other things, upon Admission becoming effective. Following Admission, the issued share capital of the Company will comprise 123,912,957 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 123,912,957. 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 and Transparency Rules.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Dominic White, CEO of Energiser, said: "we are delighted that our current and many new shareholders have so quickly supported the Placing. This provides us with further funding to be used for investment and we look forward to updating shareholder further in due course."

For further enquires please visit www.energiserinvestments.co.uk or contact:

DIRECTOR/PDMR DEALING