5 May 2015 07:01
5 May 2015
Correction to Results of Placing
Horizon Discovery Group plc
("Horizon", the "Company")
In the Results of Placing announcement released on Friday 1 May 2015 at 4.15pm under RNS No 0775M, the announcement contained an incorrect disclaimer. The correct disclaimer is now included with the full announcement below. All other details remain unchanged.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA (EXCEPT IN COMPLIANCE WITH CANADIAN SECURITIES LAWS), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF HORIZON DISCOVERY GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Horizon Discovery Group plc (LSE:HZD), the international life science company supplying research tools and services that power genomics research and the development of personalised medicines, is pleased to announce the results of the conditional Placing announced earlier today.
A total of 21,096,933 Placing Shares have been placed by J.P. Morgan and Panmure Gordon at a Placing Price of 190 pence per Ordinary Share for a total of approximately £40.1 million, consisting of 13,157,895 New Placing Shares placed by the Company and 7,939,038 Existing Placing Shares sold by certain Selling Shareholders. The New Placing Shares represent 16.4 per cent. of the Existing Ordinary Shares of the Company, raising gross proceeds of approximately £25.0 million (before fees and expenses) for the Company.
Completion of the Placing remains subject, inter alia, to the passing of the Resolutions at the General Meeting being convened for 18 May 2015, and on the Admission of the New Placing Shares to trading on AIM. It is expected that Admission will take place at 8:00 a.m. on 20 May 2015 (at which time the Placing will become unconditional) and that dealings in the New Placing Shares on AIM will commence at the same time.
The New Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future distributions declared, paid or made in respect of the Existing Ordinary Shares following the date of Admission.
A Circular to Shareholders, including a notice convening the General Meeting, will be dispatched today, 1 May 2015, and will also be available on the Company's website at www.horizondiscovery.com.
In addition to the Directors, certain Shareholders have irrevocably undertaken to vote in favour, or procure the vote in favour, of the Resolutions, amounting to, in aggregate, 35,862,485 Ordinary Shares, representing approximately 44.7 per cent. of the Existing Ordinary Shares.
One of the Directors of the Company, David Smoller, has agreed to sell Existing Ordinary Shares pursuant to the terms of the Placing to satisfy tax liabilities arising as a result of the acquisition of Sage Laboratories Inc. by the Company, representing approximately 0.26 per cent. of the Existing Ordinary Shares. Details of David Smoller's sale of Existing Ordinary Shares in the Placing are shown below:
Name of Director | Number of Existing Ordinary Shares held as at the date of this document | Number of Existing Ordinary Shares held as at the date of this document as a percentage of Existing Ordinary Shares | Number of Existing Ordinary Shares sold | Resulting number of Ordinary Shares held immediately following Admission | Resulting number of Ordinary Shares held immediately following Admission as a percentage of the Enlarged Issued Share Capital |
David Smoller | 922,238 | 1.15 | 209,898 | 712,340 | 0.70 |
J. P. Morgan is acting as joint bookrunner and Panmure Gordon is acting as financial adviser, Nominated Adviser, broker and joint bookrunner in respect of the Placing.
Dr Darrin M. Disley, Chief Executive Officer of Horizon, said: "We are delighted to announce the success of this placement, which included demand from both existing and new institutional investors, a testament to the confidence in Horizon's growth strategy and potential.
"With additional funds now in place, we plan to accelerate growth through a clear strategy including organic investment that will see the Group increase the leverage of its products and services, enhance its global distribution channels and maintain its scientific leadership. We would like to thank our existing investors for their continued support and welcome our new investors, and look forward to working with them as we continue upon our strong growth trajectory."
ENDS
For further information from Horizon Discovery Group plc, please contact:
Consilium Strategic Communications (Financial Media and Investor Relations)
Amber Bielecka / Mary-Jane Elliott / Jessica Hodgson / Matthew Neal
Tel: +44 (0) 20 3709 5701
Email: horizon@consilium-comms.com
Zyme Communications (Trade and Regional Media)
Katie Odgaard
Tel: +44 (0) 7787 502 947
Email: katie.odgaard@zymecommunications.com
Panmure Gordon (UK) Limited (Financial Adviser, Nominated Adviser, Broker and Joint Bookrunner)
Corporate Finance: Freddy Crossley / Fabien Holler / Duncan Monteith
Broking: Tom Salvesen
Tel: +44 (0) 20 7886 2500
J.P. Morgan Cazenove (Joint Bookrunner)
Nicholas Hall / James Mitford
Tel: +44 (0) 20 7742 4000
All defined terms used in this announcement are defined in the appendix to the Proposed Placing and Notice of General Meeting announcement made earlier today.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
The distribution of this announcement and the offering, placing and/or issue of the Placing Shares in any jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
In particular, subject to certain exceptions, this announcement should not be distributed, forwarded, transmitted or otherwise disseminated in or into the United States or any of Canada, Australia, the Republic of South Africa, the Republic of Ireland or New Zealand (the "Excluded Jurisdictions"). This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States or any other jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act''), or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in 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 the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States. In the opinion of the Directors, there is a significant risk of civil, regulatory or criminal exposure to the Company and its Directors were the Placing to be made into any of the Excluded Jurisdictions. On this basis, none of the Placing Shares have been, or will be, registered under the relevant laws of any state, province or territory of any of the Excluded Jurisdictions. Subject to certain limited exceptions, none of the Placing Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within any of the Excluded Jurisdictions or to any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of, any Excluded Jurisdiction.