SuperGroup Regulatory News (SGP)

21 Feb 2006 07:03

Sanctuary Group PLC21 February 2006 NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN The Sanctuary Group plc ("the Company") Update re. Placing and Open Offer Following the announcement released on 3 February 2006, Sanctuary Group plcconfirms that it expects to post today a Prospectus, incorporating a circular,setting out details of the Placing and Open Offer, the Sub-division andConsolidation, and convening an Extraordinary General Meeting ("EGM") on 17March 2006. Definitions used in the Prospectus which is expected to be sent to Shareholderstoday have the same meanings when used in this announcement, unless the contextrequires otherwise. The Placing and Open Offer proposes to raise approximately £110.0 million(£100.9 million net of expenses) by way of a Placing and Open Offer of, inaggregate, 219,931,148 new Ordinary Shares at 50 pence per new Ordinary Shareconditional, inter alia, upon the passing by Shareholders of the Resolutions atthe EGM referred to further below and Admission occurring by 8.00 a.m. on 20March 2006. The Issue Price, on a pre-consolidated basis, is 0.25 pence whichvalues the Existing Ordinary Shares at approximately £927,747. The Placing andOpen Offer comprises 180,000,000 Placing Shares to be conditionally placed withinstitutional investors and 39,931,148 Open Offer Shares to be conditionallyplaced with institutional investors subject to clawback to satisfy validapplications by Qualifying Shareholders or holder(s) of BMG Warrants. ThePlacing Shares are not available for subscription under the Open Offer.Qualifying Shareholders and the holder(s) of the BMG Warrants will be given theopportunity to participate in the fundraising by way of the Open Offer. Underthe Open Offer, new Ordinary Shares will be offered to Qualifying Shareholdersand holder (s) of the BMG Warrants on the basis of: 8 Open Offer Shares for every 75 Existing Ordinary Shares or BMG Warrants held at the Record Date and so in proportion to any number of Existing Ordinary Shares or BMG Warrantsthen held. Applications in excess of the Basic Entitlement may be made but will only besatisfied to the extent that applications made by other Qualifying Shareholdersand the holder(s) of the BMG Warrants are made for less than their BasicEntitlement. The Placing and Open Offer has been conditionally underwritten by EvolutionSecurities and is conditional, inter alia, on Admission. The purpose of the Placing and Open Offer is to make a repayment of £4.7 millionof the principal amount of the Convertible Loan Notes with the balance ofapproximately £96.2 million to be applied to the repayment of some of theindebtedness to the Bank, following which the Bank will make available to theGroup new facilities totalling £65.0 million. The New Bank Facility will consistof a term loan facility of £20 million and a revolving credit facility of £45million. On completion of the Placing and Open Offer, £7.3 million of theConvertible Loan Notes will remain in issue. The Prospectus will include details of a related party transaction. Owing to thesize of its holding in the Company within the last year Fidelity InternationalLimited ("Fidelity") is considered to be a related party of the Company for thepurposes of the Listing Rules. Consequently the proposed issue of 20,000,000Placing Shares to Fidelity at the Issue Price will require the separate approvalof shareholders at the EGM. TIMETABLE OF PRINCIPAL EVENTS 2006Record Date for entitlements under the Open Offer the close of business on 17 February Prospectus and Application Forms posted to Qualifying 21 FebruaryShareholders and holder of BMG Warrants Latest time and date for splitting Application Forms by 3.00 p.m. on(to satisfy bona fide market claims only 13 March Latest time and date for receipt of completed Application Forms by 11.00 a.m.and payment in full by Qualifying Shareholders and holder(s) of on 15 MarchBMG Warrants under the Open Offer Latest time and date for receipt of Forms of Proxy for the by 9.30 a.m. onExtraordinary General Meeting 15 March Record date for Sub-division and Consolidation The close of business on 17 March Extraordinary General Meeting 9.30 a.m. on 17 March Sub-division and Consolidation of Existing Ordinary Shares, 8.00 a.m. on 20Admission and commencement of dealings in New Ordinary Shares Marchissued pursuant to the Placing and Open Offer and CompromiseShares on the London Stock Exchange Expected date on which New Ordinary Shares and Compromise Shares 20 Marchwill be credited to CREST stock accounts in uncertificatedform Expected date of dispatch of definitive share certificates for by 14 AprilNew Ordinary Shares and Compromise Shares in certificated formand refund cheques (where appropriate) Each of the times and dates in the above timetable is subject to change, inwhich event details of the new times and/or dates will be notified to the UKListing Authority and the London Stock Exchange and, where appropriate,Shareholders and holder(s) of BMG Warrants. Please note that any ExistingOrdinary Shares sold prior to close of business on 20 February 2006, thebusiness day before the Existing Ordinary Shares will trade ex-entitlement, willbe sold to the purchaser with the right to receive entitlements under the OpenOffer. If you have any queries on the procedure for application under the Open Offer,you should contact Computershare Investor Services PLC at PO Box 859, ThePavilions, Bridgwater Road, Bristol, BS99 1XZ (telephone: 0870 702 0100 or +44870 702 0100 if calling from outside the UK), quoting the shareholder referencenumber on your Application Form. Computershare Investor Services PLC will notgive Shareholders or holder of the BMG Warrants advice in connection with theOpen Offer. Two copies of the Prospectus, incorporating the Circular, will be submitted tothe Financial Services Authority and are expected to be available shortly forinspection at the Financial Services Authority's Document Viewing Facility whichis situated at: Financial Services Authority, 25 The North Colonnade, CanaryWharf, London, E14 5HS (Tel: 020 7066 1000). The Prospectus will also be made available to the public pursuant to section 3.2of the Prospectus Rules and copies of the Prospectus will be available from orwill be able to be inspected at, the registered office of The Sanctuary Groupplc (Sanctuary House, 45-53 Sinclair Road, London W14 0NS) and RosenblattSolicitors (9-13 St Andrews Street, London EC4A 3AF). An announcement will be released in due course confirming the posting of theProspectus. Evolution Securities Limited ("Evolution Securities"), which is authorised inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor the Company as sponsor, broker and underwriter in relation to the Placingand Open Offer and no-one else in connection with the arrangements described inthis announcement and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Evolution SecuritiesLimited or for advising any other person in connection with the arrangementsdescribed in this announcement. Neither the Existing Ordinary Shares nor the New Ordinary Shares have been, orwill be, registered under the United States Securities Act of 1933, as amended(the "Securities Act") or under the securities laws of any state of the UnitedStates nor do they qualify for distribution under any of the relevant securitieslaws of Canada, Australia, the Republic of South Africa or Japan. Accordingly,subject to certain exceptions, the New Ordinary Shares may not be, directly orindirectly, offered, sold, taken up, delivered or transferred in or intoAustralia, Canada, the Republic of South Africa, Japan or the United States,except in the United States to persons reasonably believed to be qualifiedinstitutional buyers, as defined in Rule 144A(a)(1) of the Securities Act. Overseas Shareholders and any person (including, without limitation, nomineesand trustees) who have a contractual or other legal obligation to forward thisannouncement into a jurisdiction outside the UK should seek appropriate advicebefore taking any action. This announcement contains forward-looking statements, which are based on theBoard's current expectations and assumptions and involve known and unknown risksand uncertainties that could cause actual results, performance or events todiffer materially from those expressed or implied in such statements. It isbelieved that the expectations reflected in these statements are reasonable, butthey may be affected by a number of variables which could cause actual orresults or trends to differ materially, including, but not limited to: theGroup's ability to obtain capital/additional finance, a reduction in demand bycustomers, the limitations of the Group's financial reporting controls; anincrease in competition; an unexpected decline in turnover; legislative, fiscaland regulatory developments, including but not limited to, changes in copyrightregulations; currency and interest rate fluctuations; and the adoption of IFRS.Each forward-looking statement speaks only as at the date of the particularstatement. Except as required by the Listing Rules, the Disclosure Rules, theProspectus Rules, the London Stock Exchange or by law, the Company disclaims anyobligation or undertaking to release publicly any updates or revisions to anyforward-looking statements contained herein to reflect any change in theCompany's expectations with regard thereto or any change in events, conditionsor circumstances on which any such statement is based. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. 21 February 2006 Ends For further information please contact: The Sanctuary Group plc Philip Ranger, Director, Corporate & Investor Relations 07768 534641 020 7300 1323 Merlin Paul Downes 020 7653 6620 This information is provided by RNS The company news service from the London Stock Exchange