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.

26 July 2016

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 Nelsons and is conditionally raising £5.8 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 10,000,000 Placing Shares have been placed at a Placing Price of 58 pence per Placing Share (the "Placing Price"), representing a discount of approximately 4.1 per cent. to the closing price on 25 July 2016, being the last practicable date before this announcement.

Based on the Placing Price, the gross proceeds of the Placing are £5.8 million. The Placing Shares and the Vendor Shares will represent approximately 7.8 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 11,724,137 Ordinary Shares, to be admitted to the Official List and to trading on the Main Market.

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 29 July 2016.

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 Hargreaves and DUFM 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 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.

All terms in this announcement have the meaning given to them in the announcement made by the Company at 8 a.m. on 26 July 2016 unless otherwise defined herein.