11 Apr 2014 16:00
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
Norish plc
("Norish" or "the Company")
Proposed Placing and Open Offer
Norish is pleased to announce that it has conditionally raised £2 million (before expenses) by the placing and subscription of 5,714,286 new Ordinary Shares to institutional and other investors at the issue price of 35p per new Ordinary Share ("the Placing Shares") pursuant to the Placing.
The Board recognises and is grateful for the continued support received from Shareholders and has therefore decided to offer all Shareholders the opportunity to participate in a further issue of new equity in the Company by launching the Open Offer to issue up to 587,411 new Ordinary Shares ("the Open Offer Shares") to Qualifying Shareholders at the Placing Price.
Qualifying Shareholders may subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 19 Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility.
Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of up to £0.2 million for the Company and the gross proceeds of the Placing and Open Offer would increase to £2.2 million.
The Issue Price represents a 24.7 per cent. discount to the closing price of 46.5p pence per Existing Ordinary Share on 10 April 2014, being the last Business Day before the announcement of the Placing and Open Offer. If only the Placing Shares are issued, they will represent approximately 33.9% of the post-issue issued share capital. If both the Placing Shares and Open Offer Shares are issued, they will represent approximately 36.1% of the post-issue issued share capital.
As the allotment and issue of the Placing Shares will exceed the Directors' existing authorities to allot shares for cash on a non pre-emptive basis, the Extraordinary General Meeting is being called to seek Shareholders' approval to grant new authorities to enable the Directors, inter alia, to complete the Placing and the Open Offer.
The net proceeds of the Capital Raising (after commission and expenses) will be used principally for the acquisition of the freehold to the Birmingham Cold Store site; the purchase of some blast freezing equipment that is currently leased and for development capital for the Group's commodity trading operations.
A Circular setting out further details of the Placing and Open Offer (including certain risk factors and actions to be taken by Shareholders) and the accompanying Proxy Form and Application Form will be posted shortly.
Background to and Reasons for the Placing and Open Offer
An opportunity has come up to acquire the Group's cold store site in Birmingham for a total gross purchase cost of £2.4 million. The Group is currently paying rent of £370,000 per annum for this site. Heads of terms for the acquisition of the freehold have been agreed with the Vendor and the Group has secured exclusivity in relation to the acquisition for a limited time period. Bank funding has been agreed in principle to provide a fifteen year term loan of £1.5m to part finance the acquisition.
The Placing and Open Offer will proceed only if there is a binding contract executed and exchanged to acquire the freehold in advance of the EGM.
The Group's facilities at Wrexham and Birmingham are 2 of only 3 sites in total in the UK that are approved cold storage sites for the export of pork to China. To support the requirements of its customers at these facilities the Group currently rent 6 blast freezers at a total cost of £324,000 per annum. The Company intend to apply some of the proceeds of the Placing and Open Offer to develop in store blast freezing facilities at both the Wrexham and Birmingham facilities which will allow for the elimination of some blast freezer rental costs. The Group plan to obtain 5 year lease finance to part-fund the acquisitions and fit-out costs.
The balance of the net proceeds of the Placing and Open offer will be used to expand and develop the Group's commodity trading operations.
The Placing
The Company has entered into a placing agreement with J&E Davy ("Davy") on customary terms and conditions under which Davy will use their reasonable endeavours to procure placees. Davy acting on behalf of the Company has conditionally placed 5,714,286 new Ordinary Shares at 35p each to institutional and other investors. The Placing becomes unconditional subject to:
(1) a Placing Agreement between the Company and J & E Davy becoming unconditional in all respects save only for Admission occurring, and not having been terminated in accordance with its terms by Davy or the Company prior to Admission;
(2) the approval by Norish shareholders of Resolutions 1 and 2 at the EGM;
(3) the execution and exchange of a Contract in relation to the purchase of the Birmingham Cold Store before the EGM;
(4) Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 8 May 2014 (or such later date as J & E Davy and the Company may agree, but in any event not later than 8.00 am on 30 May 2014).
The Placing is not conditional in any way upon the result of the Open Offer and the Placing is not underwritten.
The Open Offer
So as to provide an opportunity for Shareholders to subscribe for new Ordinary Shares on the same terms as the Placing, new Ordinary Shares are being offered to Shareholders in the Company on the register of members of the Company at close of business on 10 April 2014 (the "Record Date") at a subscription price of 35p per Ordinary Share as follows:
- a Basic Entitlement to subscribe for 1 New Ordinary Share for every 19 Ordinary Shares held on the Record Date, such entitlement rounded down to the nearest whole number; and
- an entitlement to subscribe for Excess Shares, i.e. to subscribe for further New Ordinary Shares (being (i) Ordinary Shares not taken up by shareholders under their Basic Entitlement (ii) Ordinary Shares represented by fractions of shares and (iii) Ordinary Shares not offered to certain overseas shareholders excluded from the Open Offer), which New Ordinary Shares will be allocated, in the event of over-subscription, by reference to the proportion that the shareholder's holding of Ordinary Shares bears to the total number of Shares on the Record Date held by applicants for these Excess Shares.
The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the New Ordinary Shares in respect of Ordinary Shares and will otherwise rank on admission of the New Ordinary Shares pari passu in all respects with the existing Ordinary Shares.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. On the assumption that, inter alia, the Resolutions are passed, it is expected that admission of the New Ordinary Shares will become effective on or around 8 May, 2014.
A General Meeting of the Company will be held at 11.00 a.m. on 7 May 2014, at South Bank House, Barrow Street, Dublin 4 for the purpose of considering and, if thought fit, passing the Resolutions.
Expected timetable of principal events
Record Date for the Open Offer Close of business on 10 April 2014
Announcement of the Placing and Open Offer 11 April 2014
Ex entitlement date for the Open Offer 8:00 a.m. on 11 April 2014
Posting of the Circular and Application Forms 14 April 2014
Open Offer Entitlements credited to stock accounts in CREST
of Qualifying CREST Shareholders 1 May 2014
Last time for receipt of Forms of Proxy 11:00 a.m. on 5 May 2014
Extraordinary General Meeting 11:00 a.m. on 7 May 2014
Announcement of results of Open Offer 7 May 2014
Admission and commencement of dealings in new Ordinary Shares 8:00 a.m. on 8 May 2014
Ted O'Neill, chairman of Norish, commented:
"We are pleased with the fundraising which will allow us to purchase the freehold of a key site at an opportune time as well as make some value adding investments in other areas".
For more information please contact:
Norish plc
Aidan Hughes, Finance Director Tel: +44 (0) 1293 862 498
Davy (Nomad)
Anthony Farrell Tel: +353 (0)1 614 9993
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction, including, without limitation, the United States, Canada or Japan, in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This Announcement has been issued by and is the sole responsibility of the Company.
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 the Davy or by any of their respective 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 responsibility or liability therefor is expressly disclaimed.
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Norish or Davy that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Norish and Davy to inform themselves about, and to observe such restrictions.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
This Announcement is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this Announcement as including the United States' territories and possessions, any state of the United States and the District of Columbia), Canada, Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in the United States, Canada, Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S") meeting the requirements of Regulation S. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Neither the content of Norish's website nor any website accessible by hyperlinks on Norish's website is incorporated in, or forms part of, this announcement.