Results of Open Offer
9 July 2020
SIG plc
( " SIG " or the " Company " )
Results of Open Offer
On 19 June 2020, the Company announced details of a proposed capital issue to raise gross proceeds of £165 million.
The proposed capital issue comprises of two tranches:
· an investment from CD&R Sunshine S.à r.l ("CD&R") of £60 million, pursuant to which CD&R has committed to subscribe for 240,000,000 New Ordinary Shares at an issue price of 25 pence per share (the "CD&R Investment"); and
· a firm placing and placing and open offer of £105 million (the "Firm Placing and Placing and Open Offer" and, together with the CD&R Investment, the "Capital Raise") of, in aggregate, 347,901,900 New Ordinary Shares at an issue price of 30 pence per New Ordinary Share (the "Issue Price"), split as follows:
o 200,012,655 New Ordinary Shares issued pursuant to the Firm Placing to raise gross proceeds of c.£60 million; and
o 147,889,245 New Ordinary Shares issued pursuant to the Placing and Open Offer to raise gross proceeds of c.£44 million.
In addition, Directors and Senior Management have subscribed for 2,098,095 New Ordinary Shares at the Issue Price (the "Directors and Senior Management Subscription").
The Open Offer Shares were conditionally placed with institutional investors at the Issue Price, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The CD&R Investment and Firm Placed Shares are not subject to clawback and are not part of the Open Offer.
The Open Offer closed for acceptances at 11:00 a.m. on 8 July 2020. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 124,251,105 Open Offer Shares, representing approximately 84% of the Open Offer Shares. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive such Open Offer Shares. The remaining 23,638,140 Open Offer Shares, representing approximately 16% of the Open Offer Shares, will be allocated to the Placees with whom the Open Offer Shares had been conditionally placed under the Placing.
Application has been made to the Financial Conduct Authority ("FCA") for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 10 July 2020 (or such later date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 27 July 2020).
The Capital Raise remains conditional on, among other things, the approval of the Capital Raise Resolutions by Shareholders at the Company's General Meeting to be held later today (or any adjournment of it), the satisfaction of certain conditions in the CD&R Subscription Agreement and the Sponsors and Placing Agreement and Admission of the New Ordinary Shares to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange occurring at or before 8.00 a.m. on 10 July 2020 (or such later date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 27 July 2020). The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes.
The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of Ordinary Shares after Admission.
The total issued share capital of SIG following Admission will be 1,181,556,977 Ordinary Shares and the total number of voting rights of the Company will be 1,181,556,977 and this 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the combined circular and prospectus dated 19 June 2020 published in connection with the Capital Raise (the "Prospectus"). A copy of the Prospectus is available for inspection at www.sigplc.com/investors .
LEI: 213800VDC1BKJEZ8PV53
Important Notice: This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for arranging the release of this announcement on behalf of the Company is Kulbinder Dosanjh.
Enquiries
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton, Chief Financial Officer +44 (0) 114 285 6300
Lazard - Lead Financial Adviser
Cyrus Kapadia / Vasco Litchfield / Nick Fowler +44 (0) 20 7187 2000
Jefferies International Limited - Financial Adviser, Joint Sponsor & Joint Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0) 20 7029 8000
Peel Hunt LLP - Financial Adviser, Joint Sponsor & Joint Broker
Charles Batten / Nicholas How / Sam Cann +44 (0) 20 7418 8900
FTI Consulting
Richard Mountain / Susanne Yule +44 ( 0) 20 3727 1340
Important notices
Lazard & Co., Limited (Lazard) and each of Jefferies International Limited (Jefferies) and Peel Hunt LLP (Peel Hunt) (together, in the case only of Jefferies and Peel Hunt, the Joint Bookrunners), which are each authorised and regulated in the UK by the FCA, are each acting exclusively for SIG plc and no one else in connection with the contents of this announcement, the Capital Raise or any other matters referred to in this announcement and will not regard any other person as a client in relation to the Capital Raise or any other matters referred to in this announcement and will not be responsible to anyone for providing the protections afforded to their clients nor for giving advice to any other person in relation to the contents of this announcement, the Capital Raise or any other matter or arrangement referred to in this announcement. Neither Lazard nor the Joint Bookrunners are responsible for the contents of this announcement.
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 either Joint Bookrunner, Lazard or by any of their respective affiliates, directors, employees, advisers 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 any interested party or its advisers, and any liability therefore is expressly disclaimed.
Neither this announcement nor any copy of it nor the information contained in it and any related materials is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia) (subject to certain restrictions), Australia, its territories and possessions, Canada, Japan, South Africa, Malaysia, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement and the offering of the New Ordinary Shares may be restricted by law in certain jurisdictions.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, 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 in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.
The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments , as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares to be issued in the Capital Raise have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares to be issued in the Capital Raise provide no guaranteed income and no capital protection; and an investment in the New Ordinary Shares to be issued in the Capital Raise is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise . Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies and Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Unless the context otherwise requires, all references to time are to London time.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
Latest directors dealings
- 9 hours ago Luceco
- 10 hours ago Helios Towers
- 10 hours ago Wise Class A
- 10 hours ago EDX Medical Group Plc
- 10 hours ago Naked Wines