Results of placing

RNS Number : 2686K

Big Yellow Group PLC

21 April 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

21 April 2020

RESULTS OF PLACING

Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased to announce the successful completion of the placing of new ordinary shares of 10 pence each in the capital of the Company announced earlier today (the "Placing").

A total of 8,335,043 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc , which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") at a price of 983 pence per Placing Share, with existing and new institutional investors, raising gross proceeds of approximately £81.9 million. The placing price of 983 pence per Placing Share represents a discount of 1.0 per cent. to the closing share price of 993 pence on 20 April 2020.

The Placing Shares represent approximately 4.99 per cent. of the issued ordinary share capital of the Company prior to the Placing.

Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 23 April 2020 and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated.

For the purposes of the Disclosure Guidance and Transparency Rules, the total issued share capital of the Company following Admission will consist of 175,517,256 ordinary shares of 10 pence each with one voting right per share.

The total number of voting rights in the Company following Admission will therefore be 175,517,256, which figure may be used by shareholders 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 Company under the Disclosure Guidance and Transparency Rules.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Commenting on the Placing, Nicholas Vetch, Big Yellow's Executive Chairman, said:

"The Placing has been successful and we are grateful to our shareholders for their support. This equity raise allows us to execute the next phase of growth through the continuation of our core strategy"

For further information, please contact:

Big Yellow	01276 477 811
Nicholas Vetch (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
Address: 2 The Deans, Bridge Road, Bagshot GU19 5AT
Website:  www.bigyellow.co.uk
J.P. Morgan Cazenove	020 7742 4000
Bronson Albery
Barry Meyers
Paul Hewlett
Ed Digby
Teneo
Ben Foster	020 3603 5221

Important Notice

This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus (in accordance with the Prospectus Regulation (EU) 2017/1129)) to be published. Persons needing advice should consult an independent financial adviser.

This announcement is not an offer of securities for sale in the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, 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. There will be no public offer of Placing Shares in the United States, the United Kingdom or elsewhere.

The Placing Shares have not been approved or disapproved by the United States 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.

A prospectus qualifying the Placing Shares for distribution has not been, and will not be, filed with any securities commission or similar regulatory authority of any jurisdiction of Canada. No such authority has reviewed, expressed an opinion about or in any way passed upon the Placing or the Placing Shares, and it is an offence to claim otherwise. The offering of the Placing Shares in Canada has been made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on exemptions from the requirements under applicable Canadian securities laws that the Company file and obtain a receipt for a prospectus for any distribution of securities. No offer of securities was made in Canada except to a person who has represented to the Company and JPMC that such person (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal , for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor. Any resale of Placing Shares into Canada or acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction (both of the investor and the person to whom the Placing Shares are being resold), and may require that resales be made in accordance with Canadian prospectus requirements or pursuant to an available exemption therefrom. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

This announcement and the Placing of the Placing Shares does not constitute, advertise or relate to an offer to the public (as defined in the South African Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities.  In South Africa, the Placing Shares were offered to financial institutions and other persons who are referred to in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor").  Any person who is not a SA Qualifying Investor was not entitled to acquire any securities offered for subscription as described in this announcement or otherwise act thereon. This announcement does not, nor is it intended to, constitute a prospectus registered under the SA Companies Act and accordingly, does not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011. No prospectus has been lodged with, or registered by, the South African Companies and Intellectual Property Commission. Nothing in this announcement should be viewed, or construed, as "advice" as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended and/or the South African Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at: (a) persons in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation (EU) 2017/1129) ("Qualified Investors"), (b) persons in the United Kingdom that are Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals) or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) and (c) those persons to whom it may otherwise be lawfully communicated (all such persons referred to above being "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. Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), is acting for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing. 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 the Company or JPMC or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing, and any liability therefore is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

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