15 Mar 2017 17:04
The information contained in this announcement is inside information for the purposes of article 7 of Regulation 596/2014.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
15 March 2017
PROPOSED PLACING OF APPROXIMATELY 7.9 MILLION ORDINARY SHARES IN PURPLEBRICKS GROUP PLC (THE "COMPANY") BY CERTAIN DIRECTORS AND PDMRS OF THE COMPANY, AND CERTAIN OF THEIR CONNECTED PERSONS (TOGETHER THE "SELLERS")
The Company and the Sellers announce the intention of the Sellers to sell an aggregate of approximately 7.9 million ordinary shares (the "Placing Shares") in the Company. The Placing Shares represent approximately 2.9% of the Company's issued share capital.
Details of the proposed number of Placing Shares to be sold by certain of the Sellers, being Directors of the Company or their connected persons, are as follows:
Shareholding pre-placing(1) | Proposed number of Placing Shares to be sold | Resultant holding assumingall Placing Shares sold(1) | ||||
Seller | Role | Number of ordinary shares
| Percentage of issued share capital | Number of ordinary shares | Percentage of issued share capital | |
Michael Bruce(2) | Chief Executive Officer | 41,329,258 | 15.28 | 3,640,658 | 37,688,600 | 13.93 |
Neil Cartwright(3) | Chief Financial Officer | 2,101,502 | 0.78 | 1,000,000 | 1,101,502 | 0.41 |
William Whitehorn | Independent Non-Executive Director | 1,088,269 | 0.40 | 250,000 | 838,269 | 0.31 |
(1) Including those shares held by members of the shareholder's family as defined in the AIM Rules for Companies
(2) The Placing Shares to be sold are held by Isabel Bruce, wife of Michael Bruce. Michael Bruce also holds options over 2,522,585 ordinary shares in the Company
(3) Neil Cartwright also holds options over 757,492 ordinary shares in the Company
Details of the proposed number of Placing Shares to be sold by certain of the Sellers, being Persons Discharging Managerial Responsibilities ("PDMRs"), are as follows:
Seller | Role | Proposed number of Placing Shares to be sold |
Matthew Farrow | Finance Director | 333,333 |
Kenneth Bruce | Sales Director | 2,137,303 |
James Kydd | Director of Marketing | 140,000 |
David Shepherd | Chief Information Officer | 300,000 |
David Kavanagh | Chief Technology Officer | 100,000 |
The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Zeus Capital Limited ("Zeus Capital"), Peel Hunt LLP ("Peel Hunt") and Investec Bank plc ("Investec") are acting for the Sellers in connection with the Placing (the "Joint Bookrunners").
The remainder of the Company's shares held by the Sellers and their connected persons following the Placing will be subject to a lock-up which ends 6 months after completion of the Placing (subject to waiver by the Joint Bookrunners).
The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by the Joint Bookrunners and the Sellers at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of the Joint Bookrunners. The placing is subject to demand, price and market conditions.
Enquiries:
Purplebricks +44 (0) 20 7457 2020Michael Bruce
Zeus Capital +44 (0) 20 3829 5000Ben Robertson, Nicholas How, John Goold, Pippa Underwood
Peel Hunt +44 (0) 20 7418 8900Dan Webster, Jock Maxwell Macdonald, George Sellar
Investec +44 (0) 20 7597 4000Keith Anderson, Carlton Nelson, Neil Coleman
Instinctif Partners +44 (0) 20 7457 2020David Simonson, Mark Reed, George Yeomans
This announcement is released on behalf of the Company and the Sellers. The person responsible for arranging for the release of this announcement on behalf of the Company is Michael Bruce, Chief Executive Officer.
Important information
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa, Jersey or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, South Africa, Jersey or Japan. Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Sellers, the Company, Zeus Capital, Peel Hunt, Investec or any of their respective affiliates or connected persons.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Jersey or Japan. 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 distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, Zeus Capital, Peel Hunt, Investec or any of their respective affiliates or connected persons that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or 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.
Zeus Capital Limited is authorised and regulated in the United Kingdom by the FCA and is acting as joint bookrunner to the Sellers in respect of the Placing. Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA and is acting as joint bookrunner to the Sellers in respect of the Placing. Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulatory Authority ("PRA") and is regulated in the United Kingdom by the PRA and the FCA, is acting as joint bookrunner to the Sellers in respect of the Placing. Each of Zeus Capital, Peel Hunt and Investec is acting for the Sellers and for no-one else in connection with the Placing, and will not be treating any other person as its respective client in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Zeus Capital, Peel Hunt or Investec, as the case may be, by Financial Services and Markets Act 2000 (as amended), any liability therefor is expressly disclaimed.