Successful Placing to raise ?15.0 million
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED WITH, THE FINANCIAL CONDUCT AUTHORITY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, AND MAY NOT BE USED IN CONNECTION WITH AN OFFER, TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL.THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.
2 May 2018
Gresham House Plc ("Gresham House" or the "Company")
(AIM: GHE)
Successful Placing to raise £15.0 million
Gresham House, the specialist alternative asset manager, is pleased to announce that following the announcement earlier today regarding the launch of a proposed Placing (the "Placing") (the "Placing Announcement"), it has successfully placed 3,658,537 new ordinary shares of 25 pence each in the Company (the "Placing Shares") at a price of 410 pence per Placing Share (the "Issue Price") raising gross proceeds of approximately £15.0 million.
The Placing was well supported by existing shareholders as well as new investors and was conducted by way of an accelerated book build process. Liberum Capital Limited ("Liberum Capital") acted as sole bookrunner on the Placing. The Company has agreed to pay fees and expenses in connection with the Placing amounting to, in aggregate, approximately £0.5 million.
The Placing is conditional, inter alia, upon:
· the passing of the Resolutions;
· the compliance by the Company with all of its obligations under the Placing Agreement to the extent that they are required to be performed on or prior to Admission;
· the Placing Agreement not having been terminated prior to Admission;
· the Acquisition Agreement becoming unconditional in all respects (save for any condition relating to the Placing Agreement having become unconditional in accordance with its terms) and not having been terminated; and
· Admission occurring by no later than 8.00 a.m. on 22 May 2018 (or such later time and date as the Company and Liberum Capital may agree (being not later than 8.00 a.m. on 29 June 2018)).
Following Admission, taking account of the Placing Shares and the Consideration Shares to be issued in connection with the Acquisition, the Company's issued ordinary share capital will comprise 18,589,430 Ordinary Shares. From Admission, the figure of 18,589,430 may be used by Shareholders as the denominator for calculations to determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.
Director's Participation
Rachel Beagles and Simon Stilwell, non-executive directors of the Company, are participating in the Placing and have agreed to subscribe for the following Placing Shares at the Placing Price.
|
Director |
Holding of Placing Shares |
Percentage of Enlarged Share Capital |
|
Rachel Beagles |
10,976 |
0.06 % |
|
Simon Stilwell |
18,780 |
0.10 % |
Related Party Transaction
Royal County of Berkshire Pension Fund ("RCBPF") has agreed to subscribe for 764,677 Placing Shares in the Placing. Due to the size of RCBPF's existing holding of 2,546,372 Ordinary Shares in the capital of the Company representing approximately 20.30 per cent. of the current issued share capital, this transaction is considered to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules.
The Directors consider, having consulted with the Company's nominated adviser, Liberum Capital, that the terms of RCBPF's participation in the Placing are fair and reasonable in so far as Shareholders are concerned. Immediately following Admission, it is envisaged that RCBPF will hold 3,311,049 Ordinary Shares representing approximately 17.81 per cent. of the enlarged share capital.
Defined terms used in this Announcement have the meanings given to them in the Placing Announcement (unless the context otherwise requires).
This announcement is released by Gresham House Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to, inter alia, the successful Placing to raise £15.0 million described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
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Enquiries: |
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Gresham House Plc Anthony (Tony) Dalwood |
+44 (0) 20 3837 6270
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Liberum Capital Ltd (Financial adviser, nominated adviser, broker and sole bookrunner to the Placing) Neil Elliot/Jill Li
Taurus London (Lead adviser to Gresham House) Peter Tracey/ Tom Fyson/ Thomas Marriage
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+44 (0) 20 3100 2000
+44 (0) 20 7959 7000
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Montfort Communications Gay Collins/Rory King/Louis Supple |
+44 (0) 7798 626282 +44 (0) 203 770 7906
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IMPORTANT INFORMATION
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; changes in political or tax regimes, exchange rates and clients; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the AIM Rules or other applicable legislation or regulation, neither the Company nor Liberum Capital undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement or incorporated by reference into this Announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.
This Announcement contains information regarding the Company's business and the markets in which it operates and competes, which the Company has obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.
Certain data in this Announcement, including financial, statistical and operating information, has been rounded. As a result of rounding, the totals of data presented in this Announcement may vary slightly from the actual arithmetic totals of such data. Percentages have also been rounded and accordingly may not add to 100 per cent.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the Company. 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 Liberum Capital or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Liberum Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for 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 its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital 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 by the Company and Liberum Capital to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
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.
This information is provided by RNS
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