18 Apr 2016 15:09
18 April 2016
Northbridge Industrial Services Plc
Results of Placing
Northbridge Industrial Services Plc, the industrial services and rental company, is pleased to announce the successful completion of the Placing announced earlier today.
A total of 1.8 million First Placing Shares have been placed firm and a further 4.2 million Second Placing Shares have been placed subject to shareholder approval being obtained at a general meeting of Shareholders. The First Placing Shares and the Second Placing Shares will be allocated proportionately to Placees at a price of 75 pence per share, raising gross proceeds of £4.5 million. Settlement and admission to trading on AIM of the First Placing Shares is expected to occur on 20 April 2016 and in respect of the Second Placing Shares on 6 May 2016.
In addition, a further £1.1 million is expected to be raised by way of an underwritten Open Offer to existing Shareholders.
The Placing Shares will represent approximately 33 per cent. of the Existing Ordinary Shares and approximately 23 per cent. of the Enlarged Share Capital (assuming the Placing Shares and the maximum number of Open Offer Shares are allotted).
Eric Hook, CEO of Northbridge Industrial Services, commented: "We are delighted with the interest in the Placing and we would like to welcome our new shareholders and thank all of our existing shareholders for their on-going support. The £5.6 million total investment, assuming the Open Offer is subscribed in full, will support our future growth and allow us to benefit from the new opportunities that arise as the market begins to stabilise.
It has been a tough period for all companies with exposure to the oil market but we believe that our strengthened balance sheet, coupled with our swift and strategic response to market volatility, will lead to a refocussed and robust Northbridge going forward."
Directors' participation
Directors of the Company have, in aggregate subscribed for 1,100,033 New Ordinary Shares (approximately £825,000 at the Issue Price) in the Placing and have also each agreed to take up their Basic Entitlement in the Open Offer for an aggregate amount of 352,741 Open Offer Shares (approximately £264,500 at the Issue Price).
The participation of the Directors of the Company (and/or their connected persons) in the Placing and their expected participation in the Open Offer are set out in the table below:
| Beneficial holding before the Placing & Open Offer | First Placing Shares | Second Placing Shares | Total Placing Shares | Open Offer take-up | Beneficial holding following the Placing and Open Offer** | ||
| (shares) | (%) | (shares) | (shares) | (shares) | (shares) | (shares) | (%) |
Western Selection* | 2,500,000 | 13.6% | 174,544 | 349,088 | 523,632 | 200,000 | 3,223,632 | 12.4% |
Peter Harris | 1,220,000 | 6.6% | 86,625 | 173,250 | 259,875 | 97,600 | 1,577,475 | 6.1% |
Eric Hook | 500,000 | 2.7% | 35,556 | 71,112 | 106,668 | 39,999 | 646,667 | 2.5% |
Ash Mehta | 96,969 | 0.5% | 26,303 | 52,607 | 78,910 | 7,757 | 183,636 | 0.7% |
Michael Dodson | 75,750 | 0.4% | 39,646 | 79,294 | 118,940 | 6,060 | 200,750 | 0.8% |
Ian Gardner | 16,581 | 0.1% | 4,002 | 8,006 | 12,008 | 1,325 | 29,914 | 0.1% |
* of which David Marshall, Non-executive Director of the Company, is Non-executive Chairman
**assumes full take-up under the Open Offer
General Meeting
The Company intends to send a circular to Shareholders on 19 April 2016 to convene a General Meeting of the Company to be held at 11.00 a.m. on 5 May 2016 at Holiday Inn Express, 2nd Avenue Parkway, Centrum 100, Burton-on-Trent, DE14 2WF.
The Placing (save for the Permitted Allotment) and the Open Offer are conditional, inter alia, upon the following:
· the passing, without amendment, of resolutions 1 and 3 of the Resolutions at the General Meeting;
· Second Admission occurring by no later than 8.00 a.m. on 6 May 2016 (or such later times and/or dates as may be agreed between the Company and Stockdale, being no later than 31 May 2016); and
· the Placing, and Underwritten Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Second Admission having occurred) and not having been terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing (save for the Permitted Allotment) and the Open Offer will lapse; and
(a) the Placing Shares (save for the Permitted Allotment) will not be issued and all monies received from investors in respect of the Placing Shares (save for the Permitted Allotment) will be returned to them (at the investors' risk and without interest) as soon as possible thereafter; and
(b) any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2016 |
Despatch of the Circular, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form
| 19 April |
Admission of the First Placing Shares to trading on AIM
| 20 April |
Latest time and date for receipt of Forms of Proxy for the General Meeting
| 11:00 a.m. on 3 May |
General Meeting
| 11:00 a.m. on 5 May |
Admission of the Second Placing Shares and Open Offer Shares to trading on AIM
| 8:00 a.m. on 6 May |
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)
| 6 May |
Expected despatch of definitive share certificates for the New Ordinary Shares (certificated holders only)
| By 14 May |
Notes:
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Stockdale Securities Limited), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
(2) References to times in this announcement are to London times unless otherwise stated.
(3) Assumes the passing of certain resolutions at the Company's general meeting expected to be convened for 5 May 2016.
-Ends-
For further information
Northbridge Industrial Services Plc 01283 531645
Eric Hook, Chief Executive Officer
Stockdale Securities Limited (Bookrunner, Nominated Adviser and Broker) 020 7601 6100
Robert Finlay / Antonio Bossi / Henry Willcocks
Buchanan 020 7466 5000
Charles Ryland / Stephanie Watson
About Northbridge:
Northbridge Industrial Services plc hires and sells specialist industrial equipment. With offices or agents in the UK, USA, Dubai, Belgium, Germany, France, Australia, New Zealand, Singapore, China, Brazil and South Korea, Northbridge has a global customer base. This includes utility companies, the oil and gas sector, shipping, banking, mining, construction and the public sector. The product range includes loadbanks, transformers and oil tools. Northbridge was admitted to AIM in 2006 since when it has grown by providing a high level of service, responsiveness and flexibility to customers. It has grown by the acquisition of companies in the UK, Dubai, Australia, Belgium, New Zealand and Singapore and through investing further in those acquired companies to make them more successful. Northbridge continues to seek suitable businesses for acquisition across the world.
APPENDIX I
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
Act | the Companies Act 2006;
|
Admission | admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules (comprising of the First Admission and Second Admission);
|
AIM | the AIM market operated by the London Stock Exchange;
|
AIM Rules for Companies | the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;
|
Application Form | the application form accompanying this announcement to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer;
|
Basic Entitlement | the Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for under the Open Offer calculated on the basis of 2 Open Offer Shares for every 25 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date;
|
certificated or in certificated form | the description of a share or other security which is not in uncertificated form (that is not in CREST);
|
Circular | the circular expected to be posted to Shareholders on 19 April 2016;
|
Company or Northbridge | Northbridge Industrial Services Plc a company incorporated in England and Wales with registered number 05326580 and having its registered office at Second Avenue, Centrum 100, Burton on Trent, DE14 2WF;
|
CREST | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
|
CREST Manual | the compendium of documents entitled "CREST Manual" issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules (including CREST Rule 8), the CCSS Operations Manual and the CREST Glossary of Terms;
|
CREST member | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);
|
CREST participant | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
|
CREST Proxy Instruction | the appropriate CREST message made to appoint a proxy, properly authenticated in accordance with Euroclear's specifications;
|
CREST Regulations | the Uncertificated Securities Regulations 2001;
|
CREST sponsor | a CREST participant admitted to CREST as a CREST sponsor;
|
CREST sponsored member | a CREST member admitted to CREST as a sponsored member;
|
Enlarged Share Capital | the issued share capital of the Company immediately following the Second Admission, assuming the Placing Shares and the maximum number of Open Offer Shares are allotted;
|
Euroclear | Euroclear UK & Ireland Limited;
|
Excess Applications | applications pursuant to the Excess Application Facility;
|
Excess Application Facility | the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit;
|
Excess CREST Open Offer Entitlements | in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of this announcement;
|
Excess Shares | Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and which are offered to Qualifying Shareholders under the Excess Application Facility;
|
Excluded Overseas Shareholders | other than as agreed by the Company and Stockdale or as permitted by applicable law, Shareholders who are located or have registered addresses in a Restricted Jurisdiction;
|
Existing Ordinary Shares | the 18,425,558 Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Record Date;
|
FCA | the Financial Conduct Authority;
|
First Admission | admission to trading on AIM of those New Ordinary Shares in connection with the Placing that fall within the Permitted Allotment and such admission becoming effective in accordance with the AIM Rules;
|
First Placing Shares | means 1,800,000 New Ordinary Shares in the capital of the Company admitted to trading on AIM on First Admission;
|
Form of Proxy | the form of proxy accompanying this Circular relating to the General Meeting;
|
FSMA | the UK Financial Services and Markets Act 2000, as amended;
|
General Meeting or GM | the general meeting of the Company to be convened for 5 May 2016 and including any adjournment(s) thereof;
|
Group | the Company and its subsidiary undertakings at the date of this announcement (as defined in sections 1159 and 1160 of the Act);
|
Issue Price | 75 pence per New Ordinary Share;
|
Latest Practicable Date | means 15 April 2016, being the latest practicable date prior to publication of this announcement;
|
London Stock Exchange | London Stock Exchange plc;
|
Money Laundering Regulations | Money Laundering Regulations 2007 (as amended and supplemented from time to time);
|
New Ordinary Shares | up to 7,474,044 new Ordinary Shares to be issued by the Company pursuant to the Placing and the Open Offer;
|
Notice of General Meeting | the notice of General Meeting, set out at the end of the Circular;
|
Open Offer | the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and in the case of the Qualifying Non-CREST Shareholders only, the Application Form;
|
Open Offer Entitlements | an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer (and, for the avoidance of doubt, references to Open Offer Entitlements include Basic Entitlements and Excess CREST Open Offer Entitlements);
|
Open Offer Shares | the up to 1,474,044 New Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer;
|
Overseas Shareholders | Shareholders with registered addresses outside the UK or who are citizens of, incorporated in, registered in or otherwise resident in, countries outside the UK;
|
Ordinary Shares | ordinary shares of 10 pence each in the capital of the Company;
|
Permitted Allotment | the allotment of 1,800,000 shares allotted for cash, on a non pre-emptive basis, as permitted by section 570 of the Act and a special resolution passed by the members of the Company at the last Annual General Meeting held on 28 May 2015;
|
Placees | the persons who have agreed to subscribe for the Placing Shares;
|
Placing Shares | the 6,000,000 New Ordinary Shares to be issued by the Company under the Placing;
|
Placing | the placing of the Placing Shares with the Placees pursuant to the Placing and Underwritten Open Offer Agreement;
|
Placing and Underwritten Open Offer Agreement | the agreement dated 18 April 2016 between the Company and Stockdale Securities Limited relating to the Placing and the Open Offer;
|
Qualifying CREST Shareholders | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form;
|
Qualifying Non-CREST Shareholders | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form;
|
Qualifying Shareholders | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders;
|
Record Date | 5.30 p.m. on 15 April 2016;
|
Registrars or Receiving Agent or Capita Asset Services
| Capita Asset Services, a trading name of Capita Registrars Limited; |
Regulatory Information Service | has the meaning given in the AIM Rules for Companies;
|
Resolutions | the resolutions to be proposed at the General Meeting which are set out in full in the Notice of General Meeting;
|
Restricted Jurisdictions | each of Canada, Australia, South Africa, Japan and the United States;
|
Second Admission
| admission to trading on AIM of those New Ordinary Shares that are subject to the passing of the Resolutions set out in the Notice of General Meeting, and such admission becoming effective in accordance with the AIM Rules;
|
Second Placing Shares | 4,200,000 Ordinary Shares, being the Placing Shares other than the First Placing Shares;
|
Shareholders | holders of Existing Ordinary Shares;
|
Stockdale | Stockdale Securities Limited, a company incorporated in England and Wales with registered number 00762818 and having its registered office at Beaufort House, 15 St. Botolph Street, London, EC3A 7BB;
|
uncertificated | recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
|
UK or United Kingdom | the United Kingdom of England, Scotland, Wales and Northern Ireland;
|
US or United States | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
|
£ or sterling pounds | sterling, the legal currency of the United Kingdom; and
|
29.9 per cent. Aggregate Limit | the restriction on the number of Open Offer Shares that each Qualifying Shareholder may receive under the Open Offer on the basis that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring its aggregate interest in the Company to more than 29.9 per cent. of the Enlarged Share Capital. |