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Regenersis PLC (RGS)

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Thursday 28 March, 2013

Regenersis PLC

Issue of Equity

RNS Number : 0776B
Regenersis PLC
28 March 2013
 

 

28 March 2013

 

 

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 PLACING SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 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, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

  

REGENERSIS PLC

 

£6.9 MILLION FUNDRAISING

 

Regenersis Plc (AIM: RGS.L) ("Regenersis", the "Company" or the "Group"), a strategic outsourcing partner to many of the world's leading consumer technology companies, is pleased to announce that it has conditionally raised £6.9 million (before expenses) through a placing (the "Placing") of 3,300,000 new ordinary shares of 2 pence each (the "New Ordinary Shares") at a price of 209 pence per share. The Placing also includes a placing of an additional 893,070 existing ordinary shares (the "Sale Shares") on behalf of a number of selling shareholders (the New Ordinary Shares and the Sale Shares together, the "Placing Shares"). The Placing has been undertaken with new and existing institutional shareholders by Arden Partners plc ("Arden Partners") and Panmure Gordon (UK) Limited ("Panmure Gordon").

 

The New Ordinary Shares have been placed conditionally using existing shareholder permissions. The New Ordinary Shares will represent 6.6 per cent. of the issued share capital of Regenersis, as enlarged by the Placing, and the placing price of 209 pence per Placing Share represents a 0.48 per cent. discount to the mid-market price at close of business on Friday 22 March 2013, the day before marketing commenced for the Placing.

 

The Board's strategy is to develop the business through a combination of organic growth and complementary acquisitions. This strategy has produced double-digit revenue and profit growth in H1 2013, against H1 2012. The Group is operating a successful M&A programme, as evidenced by the acquisition of the HDM group of companies on 31 August 2012 and the Board has identified and is actively pursuing a number of acquisition opportunities with a view to completing some or all of them as soon as possible, although there can be no guarantee that it will complete any of them.

 

The net proceeds of the Placing receivable by the Company will initially be used to supplement organic growth by investing in the working capital requirements of the Company.  As the Company successfully completes any acquisitions, the net proceeds of the Placing will be used to fund, in part or in full, the consideration payable for these acquisitions.  Further, the Placing will provide some additional liquidity in the Ordinary Shares.

 

Matthew Peacock,Regenersis Executive Chairman, said:

 

"The Board is very pleased with the high level of support being shown for its strategy by both new and existing institutional shareholders. The successful acquisition of HDM last year demonstrates our ability to identify, complete and integrate acquisitions effectively. This, together with the many new opportunities being presented to the Group, ensures that Regenersis is well placed to maximise shareholder returns in the future."

 

 

Enquiries:

 




Regenersis Plc                        

020 3657 7000

Matthew Peacock, Executive Chairman



Jog Dhody, Chief Financial Officer







Arden Partners plc (Joint broker)  



0121 423 8900

Steve Douglas / Katelin Kennish                    








Panmure Gordon (UK) Limited (Joint broker)  

020 7886 2500

Dominic Morley / Charles Leigh-Pemberton







Tavistock Communications



020 7920 3150

Catriona Valentine / Matt Ridsdale / Keeley Clarke


 

 

Details of the Placing

 

The Company has raised £6.9 million (before expenses) by way of a non-pre-emptive placing of 3,300,000 new ordinary sharesof 2 pence each ("Ordinary Shares") at a price of 209 pence per Placing Share. 

 

The Placing is conditional upon, amongst other things, admission of the New Ordinary Shares to trading on AIM becoming effective ("Admission") and the Placing Agreement between the Company and Arden Partners and Panmure Gordon becoming unconditional and not being terminated, in accordance with its terms.

 

The New Ordinary Shares will represent approximately 6.6 per cent. of the enlarged issued share capital of the Company immediately after Admission and will, when issued, rank in full for all dividends and other distributions declared, made or paid following their date of issue and otherwise will rank pari passu in all respects with the other Ordinary Shares then in issue.

 

Following Admission, the Company's total issued share capital will consist of 49,715,386 Ordinary Shares. No Ordinary Shares are held in treasury and therefore the number of Ordinary Shares with voting rights will be 49,715,386.  This figure should be used by shareholders of the Company 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's share capital under the Disclosure and Transparency Rules of the Financial services Authority (or its successor body).

 

Application is being made for the New Ordinary Shares to be admitted to trading on AIM, and it is expected that Admission will become effective and trading in the New Ordinary Shares will commence on AIM at 8:00 a.m. on 5 April 2013.

 

Arden Partners Plc ("Arden Partners"), which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting as nominated adviser and broker exclusively for the Company in connection with the Placing. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. No representation or warranty, express or implied, is made by Arden Partners as to any of the contents of this announcement for which the Directors and the Company are responsible (without limiting the statutory rights of any person to whom this announcement is issued). Arden Partners has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Arden Partners for the accuracy of information or opinions contained in this announcement or for the omission of any material information. Arden Partners will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement in respect of the Placing or any acquisition of shares in the Company.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting as broker exclusively 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 customers of Panmure Gordon nor for giving advice to any other person in relation to the Placing. No liability whatsoever is accepted by Panmure Gordon for the accuracy of any information or opinions contained in, or for the omission of any material information from, this announcement, for which the Directors of the Company are solely responsible. Panmure Gordon has not authorised the contents, or any part, of this announcement.

 

 

Forward-Looking Statements

 

Statements contained in this document, particularly those regarding possible, projected, or assumed future transactions, performance and results are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks. Forward-looking statements are not guarantees of future performance or an assurance that Regenersis' current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward-looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this release. These forward-looking statements speak only as at the date of this announcement, and none of Regenersis, Arden, Panmure Gordon or any of their respective officers, directors, employees or consultants assumes any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 


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