4 Jun 2009 07:00
Goals Soccer Centres plc
("Goals" or "the Company")
Fully Underwritten Placing to raise £11.0 million
Goals Soccer Centres plc, the premier operator of next-generation 5 a side soccer centres across the UK, is pleased to announce a conditional placing of 6,666,667 new Ordinary Shares at a price of 165 pence per share to raise £11.0 million before expenses.
Highlights
Conditional placing to raise £11.0 million at a price of 165 pence per share;
The Placing is fully underwritten by KBC Peel Hunt Ltd;
The Placing proceeds will be used to enable the Company to accelerate the rate of openings of new soccer centres from four to six per annum from 2010 and give additional financial flexibility by strengthening its balance sheet;
The Placing Price represents a discount of approximately 7.04 per cent. to the share price of the Company at close of trading on 3 June 2009;
The Placing Shares represent approximately 13.73 per cent. of the enlarged share capital of the Company following Admission;
Admission of the Placing Shares to AIM is expected to take place on 19 June 2009.
Keith Rogers, Managing Director said:
"This is a fantastic chapter in the Goals growth story. The demand for five-a-side football has remained resilient and our pipeline, with over 40 sites, is strong. This placing will enable us to accelerate our rate of centre openings and allow us to take advantage of exciting new opportunities"
4 June 2009
For further information, please contact:
| Goals Soccer Centres plc | Today: 020 7457 2020 |
| Keith Rogers, Managing Director | Thereafter: 01355 234 800 |
| Bill Gow, Finance Director | |
| KBC Peel Hunt Ltd (Nominated Adviser and Broker) | Tel: 020 7418 8900 |
| David Davies | |
| Matt Goode | |
| Daniel Harris | |
| College Hill | Tel: 0207 457 2020 |
| Matthew Smallwood | |
| Jamie Ramsay |
This publication of this announcement outside the UK may be restricted by law. Persons outside the UK who are in receipt of this announcement should inform themselves about and observe any restrictions on the distribution of this announcement in their particular jurisdiction. Failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe or buy, Placing Shares to any person in any jurisdiction. In particular, this announcement is not for distribution in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, Canada, Australia, the Republic of South Africa or Japan and they may not be offered or sold directly or indirectly within the United States of America, Canada, Australia, the Republic of South Africa or Japan or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Australia, the Republic of South Africa or Japan.
KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the Company's nominated adviser and broker in connection with the Placing and is acting exclusively for the Company. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director, Shareholder or to any other person in respect of his decision to acquire shares in the Company in reliance upon any part of this announcement. No representation or warranty, express or implied, is made by KBC Peel Hunt Ltd as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued). KBC Peel Hunt Ltd will not be offering advice and will not otherwise be responsible for providing client protections to recipients of this announcement in respect of the Placing or any acquisition of shares in the Company
Placing
1. Introduction
Goals is pleased to announce a conditional placing of 6,666,667 new Ordinary Shares at a price of 165p per share to raise £11.0 million before expenses in order to enable the Company to accelerate the rate of openings of new soccer centres as well as to give the Company additional financial flexibility by strengthening its balance sheet.
The Placing Price represents a discount of approximately 7.04 per cent. to the closing mid market price of 177.5p per Ordinary Share prevailing on the London Stock Exchange on 3 June 2009 (the last business day prior to the date of this announcement). The issue of the Placing Shares will represent an increase of approximately 15.91 per cent. in the issued share capital of the Company.
The Placing is conditional on the approval of Shareholders. Accordingly, Shareholders will shortly be sent a circular setting out the details of the Placing and notice of a General Meeting convened for 12:00 p.m. on 18 June 2009.
2. Background to and reasons for the Placing and the Underwriting
Goals is the premier operator of next generation 5 a side soccer centres across the UK. It currently operates 32 centres in the UK and has delivered eight consecutive years of growth in sales, profit and cash generation since it was founded in 2000. There will be 35 centres operating by the end of the year.
The Company has continued to pursue its aggressive strategy for growth with six new centres added in 2008 representing a 24 per cent. increase in capacity compared to the prior year and four planned for 2009, all generated from internal cash flow and committed bank facilities.
Building on this strong base, the Company plans to exploit its current pipeline of over 40 sites by using the net proceeds of the Placing to accelerate the rate of opening new centres to a minimum of six additional centres in 2010 and a further six in 2011. These new openings will take the total number of expected centres in operation by the end of 2011 to a minimum of 47.
The funds will also give the Company additional financial flexibility by strengthening its balance sheet.
3. Current trading and prospects
Goals continues to perform in line with the Board's expectations and remains on schedule to open four new centres during 2009.
4. Details of the Placing and the Underwriting
KBC Peel Hunt, as agent for the Company, has conditionally placed the Placing Shares with placees at a price of 165p per Placing Share. The Placing is conditional, inter alia, upon the passing of the Resolution, the Placing Agreement becoming unconditional in all respects and Admission occurring on or before 30 June 2009. The Placing has been fully underwritten by KBC Peel Hunt.
The Placing is being made on a non-pre-emptive basis as the time and costs associated with a pre-emptive offer are considered by the Directors to be excessive. The making of a pre-emptive offer would require the production of a prospectus which would have to comply with the Prospectus Rules and be pre-vetted and approved by the UK Listing Authority.
5. General Meeting
A General Meeting of the Company will be held at KBC Peel Hunt, 111 Old Broad Street London EC2N 1PH at 12:00 p.m. on 18 June 2009, to consider and, if thought appropriate, pass the Resolution as a special resolution to disapply pre-emption rights in connection with the allotment of the Placing Shares.
6. Related Party
An existing substantial shareholder of the Company, Blackrock Investment Management ("Blackrock"), which currently holds 5,549,050 Ordinary Shares representing 13.25 per cent. of the total issued share capital of the Company, has subscribed for 884,600 Placing Shares in the Placing and such participation constitutes a related party transaction within the meaning of the AIM Rules. The Directors consider, having consulted with KBC Peel Hunt, the Company's Nominated Adviser, that the terms of Blackrock's subscription are fair and reasonable insofar as Shareholders are concerned.
7. Directors' intentions
The Directors, who together hold 6,254,346 Ordinary Shares representing 14.92 per cent of the voting share capital of the Company, have undertaken to vote in favour of the Resolution in respect of their holdings of Ordinary Shares in the Company.
8. Timetable
Each of the times and dates in the table below is indicative only and may be subject to change.
| Circular posted to Shareholders | 4 June 2009 |
| Latest time and date for receipt of forms of proxy in connection with the General Meeting | 12:00 p.m. on 16 June 2009 |
| General Meeting | 12:00 p.m. on 18 June 2009 |
| Admission and commencement of dealings in the Placing Shares | 19 June 2009 |
Definitions
The following definitions apply throughout this announcement, unless the context otherwise requires.
| Admission | the admission of the Placing Shares to trading on AIM; |
| AIM | AIM, a market operated by London Stock Exchange; |
| AIM Rules | the rules published from time-to-time by the London Stock Exchange relating to AIM; |
| Board or Directors | means the board of directors of the Company; |
| Company or Goals | Goals Soccer Centres plc, a company incorporated in Scotland (Company Number SC202545) and having its registered office at Orbital House, Peel Park, East Kilbride, South Lanarkshire G74 5PA; |
| General Meeting | the general meeting of the Company to be held on 18 June 2009 at which the Resolution will be proposed; |
| KBC Peel Hunt | KBC Peel Hunt Ltd, a company incorporated in England and Wales (Company Number 0232052) and having its Registered Office at 111 Old Broad Street, London EC2N 1PH; |
| London Stock Exchange | the London Stock Exchange plc; |
| Ordinary Shares | the issued and to be issued ordinary shares of 0.25p each in the capital of the Company; |
| Placing | the conditional underwritten placing of the Placing Shares by KBC Peel Hunt on behalf of the Company; |
| Placing Agreement | the conditional agreement dated 4 June 2009 entered into by the Company and KBC Peel Hunt relating to the Placing and the Underwriting; |
| Placing Price | 165p per Placing Share; |
| Placing Shares | 6,666,667 Ordinary Shares to be placed pursuant to the Placing; |
| Resolution | the special resolution to be proposed at the General Meeting; |
| UK | the United Kingdom of Great Britain and Northern Ireland, its territories and possessions, and all areas subject to its jurisdiction; |
| Shareholders | holders of Ordinary Shares; and |
| Underwriting | the underwriting of the Placing by KBC Peel Hunt in accordance with the Placing Agreement. |