Result of Placing for US Expansion

RNS Number : 6171X

Purplebricks Group PLC

23 February 2017

 

The information contained in this announcement is inside information for the purposes of article 7 of Regulation 596/2014.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

23 February 2017

PURPLEBRICKS GROUP PLC

RESULTS OF THE PLACING OF NEW ORDINARY SHARES RAISING £50 MILLION FOR US EXPANSION

On 22 February 2017, Purplebricks Group plc (AIM: PURP) (Purplebricks or the Company) announced details of the Placing to raise gross proceeds of up to £50 million through the issue of new ordinary shares of 1 pence each in the capital of the Company (the Placing Shares).  The Bookbuild has closed and Purplebricks is pleased to announce that a total of 22,727,272 Placing Shares have been conditionally placed with certain existing and new institutional investors at a price of 220 pence per Placing Share raising approximately £50 million (before expenses). The Placing was materially oversubscribed.

The net proceeds (after expenses) of the Placing are intended to be utilised to enable Purplebricks to launch its business in the United States, initially by establishing itself in a number of key states. Further details of the Company's US strategy are set out in the Company's announcement made on 22 February 2017 (the Launch Announcement).

The Placing is conditional on, amongst other things, (i) the passing by the requisite majority of Shareholders of resolutions to grant authorities to Directors to allot further shares for cash on a non-pre-emptive basis; and (ii) admission of the Placing Shares to trading on AIM on or before 8.00 a.m. on 14 March 2017. A circular, together with a notice convening the General Meeting, will be sent to Shareholders today.  It is expected that the General Meeting will be held on 13 March 2017 and that the Placing Shares will be issued shortly thereafter, subject to Admission. The circular to Shareholders will contain a unanimous recommendation from the Directors of the Company to vote in favour of the Resolutions.

Subject to the Resolutions being passed at the General Meeting, application will be made for the 22,727,272 Placing Shares to be admitted to trading on AIM with admission expected to take place on or before 8.00am on 14 March 2017. The Placing Shares will rank pari passu with the Company's existing ordinary shares. The Placing Shares, when issued, will represent approximately 8.4 per cent of the Enlarged Share Capital.

Unless otherwise defined, capitalised terms used in this announcement have the same meaning as set out in the Launch Announcement.

Enquiries:

Purplebricks                                                                            [phone]
Michael Bruce, Neil Cartwright

Zeus Capital                                                                            [phone]
Ben Robertson, Nicholas How, John Goold

Peel Hunt                                                                                [phone]
Dan Webster, Jock Maxwell Macdonald, George Sellar

Investec                                                                                  [phone]
Keith Anderson, Carlton Nelson, Neil Coleman

Instinctif Partners                                                                    [phone]
David Simonson, Mark Reed

The person responsible for arranging for the release of this announcement on behalf of the Company is Neil Cartwright, Chief Financial Officer.

Important information

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, Australia, Canada, Japan, Jersey or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities in the United States (including its territories and possessions, any state of the United States and the District of Colombia (the United States or US)), Australia, Canada, Japan, Jersey or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the securities of the Company (including 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 the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Placing Shares 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.

Zeus Capital Limited (Zeus Capital) is authorised and regulated in the United Kingdom by the FCA and is acting as nominated adviser and joint bookrunner to the Company in respect of the Placing. Peel Hunt LLP (Peel Hunt) is authorised and regulated in the United Kingdom by the FCA and is acting as joint bookrunner to the Company in respect of the Placing. Investec Bank plc (Investec), 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 Company in respect of the Placing. Each of Zeus Capital, Peel Hunt and Investec is acting for the Company and for no-one else in connection with the Placing, and will not be treating any other person as its 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) (FSMA), any liability therefor is expressly disclaimed. Any other person in receipt of this Circular should seek their own independent legal, investment and tax advice as they see fit.

Forward-looking statements

Certain information contained in this announcement constitute forward looking information. This information relates to future events or occurrences or the Company's future performance. All information other than information of historical fact is forward looking information. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this announcement should not be relied upon. Forward-looking information speaks only as of the date of this announcement.

The forward looking information included in this announcement is expressly qualified by this cautionary statement and is made as of the date of this announcement. The Company does not undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.

 

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