Macfarlane Grp. Regulatory News (MACF)

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MACFARLANE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MACFARLANE GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE 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.

18 September 2017

MACFARLANE GROUP PLC

("Macfarlane" or the "Company")

Result of Oversubscribed Placing

Following the earlier announcement this morning that Macfarlane has entered into a conditional agreement to acquire Greenwoods and is conditionally raising £8 million through a placing of new ordinary shares in the Company, Macfarlane is pleased to announce the completion of an oversubscribed Placing.

A total of 12,121,212 Placing Shares have been placed at a Placing Price of 66 pence per Placing Share (the "Placing Price"), representing a discount of approximately 1.1 per cent. to the closing price on 15 September 2017, being the last practicable date before this announcement.

Based on the Placing Price, the gross proceeds of the Placing are £8 million. The Placing Shares and the Vendor Shares will represent approximately 13.5 per cent. of the enlarged issued ordinary share capital of the Company.

Application will be made to the UKLA and the London Stock Exchange for the Placing Shares and Vendor Shares, a total of 21,212,121 Ordinary Shares, to be admitted to the Official List and to trading on the Main Market ("Admission").

It is expected that Admission will become effective and that dealings for normal settlement in the Placing Shares and Vendor Shares on the Main Market will commence at 8.00 a.m. on 21 September 2017.

Related party transactions

The Company has today been notified that the following substantial shareholders of the Company have agreed to acquire Placing Shares pursuant to the terms of the Placing at the Placing Price. Following Admission, their beneficial interests will be as follows:

The Placing is deemed to be a related party transaction as described in the Listing Rules. As the participation of Rights & Issues, Hargreave and Miton in the Placing is less than 5% under the relevant class tests in the Listing Rules, shareholder approval is not required under Listing Rule 11.

However the transaction falls within Listing Rule 11.1.10R and as such the Company is required to obtain from Arden as Sponsor to the Company confirmation the terms of the proposed transaction or arrangement with the related party are fair and reasonable as far as the shareholders of the Company (the "Shareholders") are concerned.

The Directors, who have consulted with Arden in its capacity as Financial Adviser and Sponsor to the Company, consider the Placing to be fair and reasonable insofar as Shareholders are concerned and to be in the best interests of the Company and its Shareholders as a whole.

Total voting rights

Post completion of the Acquisition, and the issue of the Placing Shares and Vendor Shares Macfarlane will have 157,547,618 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury. Therefore, on that basis, the total number of ordinary shares and voting rights in the Company will be 157,547,618 post Admission.

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.

All terms in this announcement have the meaning given to them in the announcement made by the Company at 7 a.m. on 18 September 2017 unless otherwise defined herein.