Last checked at 19 Dec 2018 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
19 December 2018
S4 CAPITAL PLC
("S4 Capital" or the "Company")
Results of Open Offer
On 4 December 2018, the Board of S4 Capital announced details of a share issue to raise gross proceeds of £74.0 million by way of a Firm Placing and a Placing and Open Offer (together the "Issue") in order to fund the cash consideration payable in connection with the MightyHive Merger.
The Issue and the MightyHive Merger remain conditional upon: (i) the Merger Agreement becoming or being declared unconditional in all respects; (ii) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms; (iii) the Issue Resolution passing at the General Meeting of the Company that has been convened for 20 December 2018; and (iv) Admission becoming effective.
Results of Open Offer
The Company is pleased to announce the results of the Open Offer, which closed for acceptances at 11.00 a.m. on 18 December 2018. Valid applications have been received in respect of 14,865,353 New Ordinary Shares, representing 58.05 per cent. of the number of New Ordinary Shares available under the Open Offer, excluding the New Ordinary Shares that the Directors, the Proposed Directors and their affiliates agreed not to take up.
Applications have been made for the New Ordinary Shares to be issued via the Open Offer to be admitted to trading on the standard segment of the Official List of the London Stock Exchange ("Admission"). It is expected that Admission and commencement of dealings in the new Ordinary Shares will occur at 8.00 a.m. on 24 December 2018.
Notification of transactions by PDRMRs
The following named PDMRs, or persons closely associated with such PDMRs, will acquire the following New Ordinary Shares pursuant to the Issue if Admission becomes effective.
PDMR | Position | Shares acquired | Total beneficial holding after acquisition |
Paul Roy | Non-executive director | 223,605 | 1,592,863 |
Rupert Faure Walker | Non-executive director | 183,022 | 1,303,776 |
Sue Prevezer | Non-executive director | 227,272 | 227,272 |
The Notification of Dealing Form for each PDMR can be found below. This notification is made in accordance with the Market Abuse Regulation.
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Paul Roy | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 19 December 2018 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Rupert Faure Walker | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 19 December 2018 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Sue Prevezer | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 19 December 2018 | ||||||
f) | Place of the transaction
| XLON | ||||||
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the announcement released by S4 Capital on 4 December 2018.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.
S4 Capital plcSir Martin Sorrell (Executive Chairman) | via Powerscourt |
Powerscourt (PR Adviser to S4 Capital plc)Elly WilliamsonJohn Elliott | Tel: +44 (0)20 3328 9386 |
HSBC Bank plc (Joint Corporate Broker to S4 Capital plc)Adrian LewisSam BarnettSam Hart | Tel: +44 (0)20 7991 8888 |
Dowgate Capital Limited (Joint Corporate Broker to S4 Capital plc)James SerjeantDavid Poutney | Tel: +44 (0)20 3903 7715 |
Sir Martin Sorrell, Executive ChairmanS4 Capital plc, 12 St James's Place, London SW1A 1NXLEI 21380068SP9V65KPQN68
IMPORTANT NOTICES
This Announcement has been prepared by, and is the sole responsibility of, the Directors of S4 Capital plc.
Dowgate, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.
HSBC, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.
No representation or warranty, express or implied, is made by Dowgate or HSBC as to the contents of this Announcement, or for the omission of any material from this Announcement, including its accuracy, completeness or verification connection with the Company or the offering and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. No liability whatsoever is accepted by either HSBC or Dowgate or any of their affiliates for the accuracy of any information or opinions contained in this Agreement or for the omission of any material information, for which the Company is solely responsible. Neither Dowgate nor HSBC has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Dowgate or HSBC for the accuracy of any information or opinions contained in this document or for the omission of any information from this Announcement.