21 Feb 2018 16:45
21 February 2018
Morses Club PLC
Result of secondary placing of existing shares in Morses Club PLC
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law. Further, this announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Result of secondary placing of existing shares in Morses Club plc
Notification of PCA Dealing
Following the announcement made earlier today, Morses Club PLC ("Morses Club", or the "Company") announces that Hay Wain Group Limited, formerly Perpignon Limited ("Hay Wain"), has sold 18,361,360 ordinary shares of the Company, representing approximately 14.2 per cent. of the Company's existing issued ordinary share capital, at a price of 130 pence per share (the "Placing"). The Company is not a party to the Placing and will not receive any proceeds from the Placing.
Following completion of the Placing, Hay Wain holds 47,683,640 ordinary shares in the Company, representing approximately 36.8 per cent. of the Company's issued share capital. Hay Wain's shares are subject to a lock-up which will end 90 days after completion of the Placing (subject to waiver by Panmure Gordon and finnCap at their absolute discretion as well as certain other limited exceptions). Settlement of the Placing is expected to take place on 23 February 2018.
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries:
Panmure Gordon (UK) Limited (Nomad and Joint Broker)Richard Gray / Fabien Holler / Atholl Tweedie (Corporate Finance) Charles Leigh-Pemberton (Corporate Broking)
| Tel: +44 (0) 20 7886 2500 |
finnCap Jonny Franklin-Adams / Emily Watts / Anthony Adams (Corporate Finance) Tim Redfern / Richard Chambers (Corporate Broking) | Tel: +44 (0) 20 7220 0500 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name | Hay Wain Group Ltd (formerly Perpignon Ltd)
| ||||
2
| Reason for the notification | |||||
a) | Position/status
| PCA of Peter Ward, PDMR
| ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Morses Club PLC | ||||
b)
| LEI
| 2138009PVBE5FDT58R09 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 1 pence each
GB00BZ6C4F71 | ||||
b)
| Nature of the transaction
| Sale of shares | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
18,361,360
130p
| ||||
e)
| Date of the transaction
| 21 February 2018
| ||||
f)
| Place of the transaction
| AIM Market, London Stock Exchange (XLON) | ||||
The above notification is made in accordance with the requirements of the EU Market Abuse Regulation.
Notes:
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by Hay Wain, Panmure Gordon or by finnCap or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering, Panmure Gordon, finnCap and any of their affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Panmure Gordon and finnCap do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Panmure Gordon and finnCap, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting on behalf of Hay Wain and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. Panmure Gordon and finnCap will not regard any other person as their client in relation to the offering of the Placing Shares.