Last checked at 9 Mar 2016 11:22
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, BY ANY MEANS OR MEDIA, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such publication or distribution would be unlawful.
9 March 2016
Vertu Motors plc ("Vertu", the "Company" or the "Group")
Results of Placing
Vertu Motors plc (AIM: VTU), the automotive retailer with a network of 126 sales and aftersales outlets across the UK, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").
A total of 56 million new ordinary shares of the Company of 10 pence each (the "Placing Shares") have been placed by Liberum Capital Limited ("Liberum") and Zeus Capital Limited ("Zeus") (or subscribed for by directors, senior employees and existing shareholders) at a price of 62.5 pence per share (the "Placing Price"), raising gross proceeds of £35 million.
The Placing Shares will represent approximately 16.4 per cent. of the Existing Ordinary Shares and approximately 14.1 per cent. of the Enlarged Share Capital.
Robert Forrester, CEO of Vertu, said:
"I would like to thank our existing and new shareholders for the faith they have put in the Vertu team and look forward to updating shareholders on our progress in the months ahead."
Directors' and officer participation
Directors and officers of the Company have, in aggregate, invested £300,000 of the funds raised in the Placing.
The participation of the Directors and officers of the Company (and/or their connected persons) in the Placing is set out in the table below:
Director / Officer | Beneficial holding of Ordinary Shares before the Placing | Number of Placing Shares to be purchased | Beneficial holding of Ordinary Shares after the Placing | % of expected Enlarged Share Capital |
Peter Jones | 1,125,000 | 280,000 | 1,405,000 | 0.35% |
Robert Forrester | 6,632,973 | 80,000 | 6,712,973 | 1.69% |
Michael Sherwin | 364,597 | 48,000 | 412,597 | 0.10% |
William Teasdale | 616,450 | 32,000 | 648,450 | 0.16% |
Nigel Stead | 56,500 | 24,000 | 80,500 | 0.02% |
Karen Anderson (company secretary) | 737,095 | 16,000 | 753,095 | 0.19% |
480,000 | 10,012,615 | 2.52% | ||
General Meeting
The Company intends to send a circular to its shareholders shortly to convene a General Meeting of the Company to be held at 11:00 a.m. on 31 March 2016 at Bond Dickinson LLP, St Ann's Wharf, 112 Quayside, Newcastle upon Tyne NE1 3DX.
At the General Meeting, a single special resolution of the Company will be proposed, the purpose of which is to give the Directors authority to issue and allot the Placing Shares on a non pre-emptive basis pursuant to the Placing (the "Resolution"). The authority granted to the Directors under the Resolution is in addition to the existing authorities granted to the Directors (under resolutions 10 and 11) at the Company's annual general meeting held in July 2015.
In order for the Placing to take place, the Resolution must be passed. If the Resolution is not passed, it will not be possible for the Placing to take place.
Expected Timetable of Principal Events
Posting of circular and proxy form to shareholders | by 11 March 2016 |
Latest time and date for receipt of proxy forms for the General Meeting | 11:00 a.m. on 29 March 2016 |
General Meeting | 11:00 a.m. on 31 March 2016 |
Admission of the Placing Shares to trading on AIM | 8:00 a.m. on 1 April 2016 |
CREST accounts to be credited for Placing Shares in uncertificated form | 1 April 2016 |
Expected date for posting of share certificates for Placing Shares (where applicable) | by 15 April 2016 |
Notes:
(1) All times stated on or prior to 26 March 2016 are to Greenwich Mean Time and all times stated on or after 27 March 2016 are to British Summer Time.
(2) Each of the dates and times stated in the above timetable and throughout this document are subject to change, in which event, details of the new times and/or dates will be notified to Shareholders via a Regulatory Information Service.
For further information please contact:
Vertu Motors plc | |
Robert Forrester, CEO | Tel: 0191 491 2111 |
Michael Sherwin, FD | Tel: 0191 491 2114 |
Liberum Capital Limited (NOMAD and Joint Bookrunner) | |
Peter Tracey Richard Crawley Jamie Richards Jonathan Wilkes Green | Tel: 020 3100 2000 |
Zeus Capital Limited (Joint Bookrunner) | |
Adam Pollock Nicholas How | Tel: 020 3829 5000 |
Camarco | |
Billy Clegg | Tel: 020 3757 4983 |
All capitalised terms used in this announcement are, unless otherwise defined herein defined in the announcement of the Placing made on 9 March 2016.
IMPORTANT NOTICE
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, the information contained herein is not for publication or distribution, directly or indirectly, in or into United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such publication or distribution would be unlawful. The Company's securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, or otherwise 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.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.
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.
Liberum and Zeus, who are regulated in the United Kingdom by the Financial Conduct Authority, are acting solely for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to respective clients of Liberum and Zeus nor for providing advice in connection with the Placing or any other matter referred to in this announcement.
This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum and Zeus under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of Liberum or Zeus accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company or the Placing. Liberum and Zeus accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise be found to have in respect of this announcement or any such statement.