20 Aug 2019 13:35
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, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
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 MYSALE 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 MYSALE GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
20 August 2019
MySale Group plc
(the "Company", "MySale" or the "Group")
Result of Placing
Further to the announcement made earlier today, the Company is pleased to confirm that it has conditionally raised proceeds of approximately £11.2 million (before expenses) through a Placing of 560,515,464 new Ordinary Shares with certain existing and new institutional and other investors at the Placing Price of 2 pence per new Ordinary Share.
The Placing Shares represent approximately 78 per cent. of the Enlarged Issued Share Capital. The Placing Price represents a 58 per cent. discount to the Closing Price of 4.75 pence on 19 August 2019 (being the last practicable trading day prior to release of the announcement of the Placing).
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares.
Related Party Transactions
Placing participation by Directors
Jamie Jackson and Carl Jackson, as Directors of the Company, are considered to be related parties for the purposes of the AIM Rules and have subscribed for Placing Shares in the Placing as outlined below:
Shareholder | Number of Existing Ordinary Shares | Number of Placing Shares Subscribed for | Value of Placing Shares Subscribed for | Shareholding following Placing | % of Enlarged Issued Share Capital |
Jamie Jackson | 47,469,189 | 10,000,000 | £200,000 | 57,469,189 | 8.0% |
Carl Jackson | 3,745,000 | 100,000,000 | £2,000,000 | 103,745,000 | 14.5% |
Placing participation by Substantial Shareholders
The Substantial shareholders have subscribed for 200,000,000 Placing Shares in the Placing, as outlined below. By virtue of their interest in the Existing Ordinary Shares, they are considered to be related parties for the purposes of the AIM Rules.
Shareholder | Number of Existing Ordinary Shares | Number of Placing Shares Subscribed for | Value of Placing Shares Subscribed for | Shareholding following Placing | % of Enlarged Issued Share Capital |
Shelton Capital Limited | 33,237,124 | 110,000,000 | £2,200,000 | 143,237,124 | 20.0% |
Schroder Investment Management | 24,472,883 | 90,000,000 | £1,800,000 | 114,472,883 | 16.0% |
Therefore, the Placing is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules in respect of Carl Jackson, Jamie Jackson and the Substantial Shareholders. The Company's independent directors (being Charles Butler and Peter Mortimer) consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of the Placing are fair and reasonable insofar as the Shareholders are concerned.
General Meeting and Admission
The Placing is conditional, inter alia, upon approval by Shareholders of Resolution 1 at the General Meeting.
A Circular containing, inter alia, the notice of the General Meeting is expected to be despatched by the Company tomorrow.
The Placing is also conditional on the Placing Agreement between the Company and N+1 Singer not being terminated in accordance with its terms prior to Admission.
Application will be made to the London Stock Exchange for the 560,515,464 Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence on 11 September 2019 at 8.00 a.m. (or such later date as N+1 Singer and the Company may agree, being not later than 8.00 a.m. on 18 September 2019).
Total voting rights
Following Admission, the Company will have 714,847,116 Ordinary Shares in issue. There are no Ordinary Shares held in treasury. With effect from Admission, this figure may be used by Shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Definitions
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company earlier today.
Basis on which information is presented
In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.
For further information please contact:
MySale Group plc Carl Jackson, Chief Executive Officer Graeme Burns, Investor Relations
|
+61 (0) 414 817 843 +44 (0) 777 585 4516 |
N+1 Singer (Nominated Adviser and Broker) Mark Taylor Justin McKeegan
| +44 (0) 020 7496 3000 |
MHP Communications (Financial PR Adviser) Simon Hockridge Giles Robinson Pete Lambie | +44 (0) 20 3128 8570 |
Notification of Dealing Forms
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Jamie Jackson | |
2 | Reason for the notification | ||
a) | Position/status | Executive Vice Chairman (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
JE00BMH4MR96 | |
b) | Nature of the transaction | Purchase of ordinary shares | |
c)
| Price(s) and volume(s)
| Price | Volume |
2.0p | 10,000,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 20 August 2019 | |
f) | Place of the transaction | Off market transaction | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a) | Name | Carl Jackson | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer (PDMR) | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | MySale Group plc | |
b) | LEI | 213800BXZGPMK9JIXO84 | |
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
JE00BMH4MR96 | |
b) | Nature of the transaction | Purchase of ordinary shares | |
c)
| Price(s) and volume(s)
| Price | Volume |
2.0p | 100,000,000 | ||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | |
e) | Date of the transaction | 20 August 2019 | |
f) | Place of the transaction | Off market transaction | |
Important Notice
N+1 Singer is acting as nominated adviser and broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.
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.
This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Notice to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.