Last checked at 27 Feb 2018 16:12
27 February 2018
Plant Health Care plc
Result of Placing and Subscription
("Plant Health Care" or the "Company")
Plant Health Care, a leading provider of patent-protected biological products to global agriculture markets, is pleased to announce the completion of the Fundraise which was announced earlier today.
The Company has raised a total of £5.0 million (before expenses) through (i) a placing of 22,596,479 New Ordinary Shares raising approximately £4.5 million and (ii) a direct subscription of 2,403,521 New Ordinary Shares raising approximately £0.5 million.
The Fundraise will result in the issue of an aggregate of 25,000,000 New Ordinary Shares, representing approximately 16.9 per cent of the existing issued ordinary share capital of the Company.
Liberum acted as nominated adviser, broker and joint bookrunner to the Company in connection with the Placing and Arden acted as joint bookrunner. Following the Placing, Arden will become joint-broker.
Capitalised terms used but not defined in this announcement have the same meanings as defined in the Company's announcement published earlier today regarding the Fundraise.
Issue of Equity and Total Voting Rights
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the new ordinary shares on AIM will commence at 8:00 a.m. on 1 March 2018.
Following Admission, the Company will have 172,822,881 ordinary shares in issue. No ordinary shares are held in treasury. The total number of voting rights in the Company is therefore 172,822,881. The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Related Party Transaction
Under the AIM Rules, an issue of shares to a related party which exceeds a specified percentage in any of the class tests under the AIM Rules is subject to certain disclosure requirements. Due to a holding of over 10 per cent. of the Company's ordinary shares, the participation in the Placing by Mr. Richard Griffiths and entities or persons controlled by Richard Griffiths or associated with him ("Richard Griffiths") is deemed a transaction with a related party under the AIM Rules. Richard Griffiths, has subscribed for 6,886,800 Placing Shares under the Placing, such that he will hold approximately 36.7 per cent. of the Company's issued share capital following the Placing. The directors of the Company consider, having consulted with Liberum, the Company's Nominated Adviser, that the terms of Richard Griffiths' participation in the Placing are fair and reasonable insofar as shareholders are concerned.
Participation in the Subscription by the Directors
The Directors have, in aggregate, subscribed for a total of 595,171 New Ordinary Shares pursuant to the Subscription. The participation of the Directors in the Subscription is detailed below.
Director
| Position | Number of ordinary shares held at date of this announcement
| Number of ordinary shares to be issued pursuant to the Subscription | Ordinary Shares held on Admission
| Percentage of enlarged share capital |
Dr. Christopher Richards | Executive Chairman and Interim CEO | 1,263,253* | 375,000 | 1,638,253* | 0.95% |
Michael Higgins | Senior Independent Non-Executive Director | 60,000 | 10,147 | 70,147 | 0.04% |
Dr. Richard Webb | Executive Director | 868,400 | 146,864 | 1,015,264 | 0.59% |
William Lewis | Non-executive Director | 373,460 | 63,160 | 436,620 | 0.25% |
*includes a beneficial interest of William Richards, a minor child of Dr. Christopher Richards, of 34,578 ordinary shares
The notifications below, made in accordance with the requirement of the Market Abuse Regulation, provide further detail in relation to the Director participation in the Subscription.
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Dr. Christopher Richards | |
2 | Reason for the notification
| ||
(a) | Position/status
| Executive Chairman and Interim CEO | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Plant Health Care plc | |
(b) | LEI
| 213800KBQPJZ2FM8QH27 | |
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 financial instrument, type of instrument
Identification code
| Ordinary Shares of 1 penny each
GB00B01JC540 | |
(b) | Nature of the transaction
| Acquisition | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
20p | 375,000 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
375,000
20p | |
(e) | Date of transaction
| 27 February 2018 | |
(f) | Place of transaction
| London Stock Exchange, AIM Market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Michael Higgins | |
2 | Reason for the notification
| ||
(a) | Position/status
| Senior Independent Non-Executive Director | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Plant Health Care plc | |
(b) | LEI
| 213800KBQPJZ2FM8QH27 | |
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 financial instrument, type of instrument
Identification code
| Ordinary Shares of 1 penny each
GB00B01JC540 | |
(b) | Nature of the transaction
| Acquisition | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
20p | 10,147 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
10,147
20p | |
(e) | Date of transaction
| 27 February 2018 | |
(f) | Place of transaction
| London Stock Exchange, AIM Market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| Dr. Richard Webb | |
2 | Reason for the notification
| ||
(a) | Position/status
| Executive Director | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Plant Health Care plc | |
(b) | LEI
| 213800KBQPJZ2FM8QH27 | |
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 financial instrument, type of instrument
Identification code
| Ordinary Shares of 1 penny each
GB00B01JC540 | |
(b) | Nature of the transaction
| Acquisition | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
20p | 146,864 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
146,864
20p
| |
(e) | Date of transaction
| 27 February 2018 | |
(f) | Place of transaction
| London Stock Exchange, AIM Market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated
| ||
(a) | Name
| William Lewis | |
2 | Reason for the notification
| ||
(a) | Position/status
| Non-executive Director | |
(b) | Initial notification/Amendment
| Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
(a) | Name
| Plant Health Care plc | |
(b) | LEI
| 213800KBQPJZ2FM8QH27 | |
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 financial instrument, type of instrument
Identification code
| Ordinary Shares of 1 penny each
GB00B01JC540 | |
(b) | Nature of the transaction
| Acquisition | |
(c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
20p | 63,160 | ||
(d) | Aggregate information
· Aggregated volume
· Price
|
63,160
20p | |
(e) | Date of transaction
| 27 February 2018 | |
(f) | Place of transaction
| London Stock Exchange, AIM Market (XLON) | |
Arden Partners plc - Joint bookrunner +44 (0) 207 614 5900 Paul Brotherhood John Llewellyn-Lloyd Daniel Gee-Summons
|
IMPORTANT NOTICE
This announcement is released by Plant Health Care and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Fundraise as described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Christopher Richards, Executive Chairman and Interim CEO.
No action has been taken by the Company, Liberum or Arden, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus has been made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States and the New Ordinary Shares are not being offered or sold outside the United States in reliance on Regulation S.
The New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa and Japan. Subject to certain exceptions, the New Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of securities in Australia, Canada, the Republic of South Africa and Japan.
Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this announcement.
Arden is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this announcement.
This announcement is being 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 Liberum or Arden (apart from the responsibilities or liabilities that may be imposed by the FSMA, as amended, or the regulatory regime established thereunder) or any of their respective affiliates or any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Liberum, Arden or any of their respective affiliates or by any of its respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Liberum, Arden and each of their affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Liberum, Arden or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this announcement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Liberum or Arden.
This announcement contains (or may contain) certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement, including, but not limited to, those risks and uncertainties described in the risk factors included in the Company's Annual Report. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Liberum nor Arden nor any of their respective affiliates nor any of their respective Representatives assumes any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. Past performance of the Company cannot be relied on as a guide to future performance and persons reading this announcement are cautioned not to place undue reliance on such forward-looking statements.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by 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.