19 Feb 2019 07:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, ISLE OF MAN, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, THE UNITED ARAB EMIRATES OR ZAMBIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE NEW SHARE ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE HEAD OFFICE OF LOW & BONAR PLC AND ON ITS WEBSITE AT WWW.LOWANDBONAR.COM.
19 February 2019
Low & Bonar PLC (or the Company)
Results of Placing and Open Offer
On 30 January 2019, the Company announced details of a proposed Placing and Open Offer and Firm Placing (the New Share Issue) to raise gross proceeds of £54 million (£50 million net of estimated commissions, fees and expenses), by the issue of up to 359,649,707 New Shares at 15.0 pence per New Share. The Placing and Open Offer and Firm Placing consists of a Placing and Open Offer of 327,021,479 Open Offer Shares and a Firm Placing of 32,628,228 Firm Placed Shares.
The Open Offer closed for acceptances at 11:00 a.m. on 18 February 2019. The Company has received valid acceptances in respect of 270,843,426 Open Offer Shares under the Open Offer. This represents approximately 82.82 per cent. of the Open Offer Shares offered pursuant to the Open Offer. Accordingly, the remaining 56,178,053 Open Offer Shares, representing approximately 17.18 per cent. of the Open Offer Shares, will be allocated to the Placees with whom the Open Offer Shares had been conditionally placed under the Placing.
The New Share Issue remains conditional on, among other things, the approval by the Company's shareholders of the resolutions (as set out in the Notice of General Meeting contained within the combined prospectus and circular published by the Company on 30 January 2019 (the Prospectus)) at the General Meeting to be held at 11:00 a.m. today. The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes. It is expected that Admission will become effective, and that dealings in the New Shares on the London Stock Exchange's main market for listed securities will commence, at 8.00 a.m. on 20 February 2019.
Directors' and PDMR participation in the New Share Issue
The following Directors and PDMRs (and/or their associated persons) participated in the New Share Issue:
Name | Existing shareholding | Number of New Shares acquired | Resultant shareholding on Admission | Resultant shareholding on Admission (%) |
Daniel Dayan | 368,000
| 364,560
| 732,560 | 0.11% |
Philip de Klerk | 100,000
| 99,065
| 199,065 | 0.03% |
Trudy Schoolenberg | 72,462
| 71,785
| 144,247 | 0.02% |
Kevin Matthews | 34,537
| 34,214
| 68,751 | 0.01% |
Mike Powell* | 39,000
| 38,635
| 77,635 | 0.01% |
Peter Bertram | 75,150
| 74,447
| 149,597 | 0.02% |
Jan de Jong | 11,500
| 11,392
| 22,892 |
* Held and beneficially owned by his wife.
Capitalised terms not defined herein have the meanings given to them in the Prospectus, which is available on the Company's website (www.lowandbonar.com).
Enquiries:
Low & Bonar PLC Philip de Klerk (Group CEO) Ian Ashton (Group CFO)
| 020 7535 3180 |
Peel Hunt LLP (Sponsor, Broker, Sole Bookrunner to the Company) Alastair Rae Mike Bell Charlie Batten Ed Allsopp
| 020 7418 8900 |
Canaccord Genuity Limited (Co-Lead Manager to the Company) Bobbie Hilliam (Corporate Broking) Alex Aylen (Sales)
| 0207 523 8000 |
Rothschild & Co (Financial Adviser to the Company) Stuart Vincent William Marshall
| 020 7280 5000 |
Instinctif Partners Matthew Smallwood Rosie Driscoll
| 020 7457 2020 |
IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the New Share Issue.
Copies of the Prospectus are available from the head office of the Company and on the Company's website at www.lowandbonar.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States of America or any other Excluded Territory. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the Shares being offered pursuant to the New Share Issue.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
This announcement is not an offer of securities for sale in the United States. The Shares and the Application Forms 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 Shares in the United States.
The distribution of this announcement into 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 of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
This announcement does not constitute a recommendation concerning any investor's options with respect to the New Share Issue. 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 Shareholder 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.
Notice to all investors
Each of Peel Hunt LLP (Peel Hunt), Canaccord Genuity Limited (Canaccord) and N M Rothschild & Sons Limited (Rothschild & Co, and, together with Peel Hunt and Canaccord, the Banks) is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the New Share Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the New Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the New Share Issue or any transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, by the Company, the Directors or any other person, in connection with the Company or the Shares or the New Share Issue and nothing contained in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Banks and each of their respective affiliates each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in this announcement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus and the Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Peel Hunt, Canaccord and Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.
Peel Hunt and Canaccord and their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Peel Hunt, Canaccord and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Peel Hunt and Canaccord do not propose to make any public disclosure in relation to such transactions.