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Shaftesbury PLC (SHB)

  Print      Mail a friend       Annual reports

Wednesday 06 December, 2017

Shaftesbury PLC

Results of placing

RNS Number : 6078Y
Shaftesbury PLC
06 December 2017





Shaftesbury PLC ("Shaftesbury" or the "Company")




6 December 2017



Shaftesbury is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 27,855,508 new ordinary shares of 25 pence each in Shaftesbury (the "Placing Shares") have been placed by J.P. Morgan Cazenove and Liberum at a price of 952 pence per Placing Share, raising gross proceeds of approximately £265 million. The Placing Shares being issued represent approximately 9.98 per cent. of Shaftesbury's issued ordinary share capital prior to the Placing.

The placing price of 952 pence per Placing Share represents a discount of 4.90 per cent. to the closing price on 5 December 2017 (being the last business day prior to the announcement of the Placing). The net placing price of approximately 935 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 6.59 per cent. to the closing price on 5 December 2017. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 25 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid, including the final dividend of 8.1 pence per share announced in the Company's full year results on 28 November 2017, to be paid on 16 February 2018 to investors on the register as at 19 January 2018 (subject to shareholder approval at the Company's 2018 AGM).

Application will be made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8am on 11 December 2017 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

Commenting on the Placing, Brian Bickell, Chief Executive, said:


"We are pleased with the results of the Placing and value the support for our strategy demonstrated by our shareholders. The acquisitions of 72 Broadwick Street and 90-104 Berwick Street are strategically important to our long-term plans and we remain alert to other potential acquisitions. The Placing gives us the ability to move quickly to take advantage of future opportunities as they arise."


J.P. Morgan Cazenove and Liberum acted as joint bookrunners in respect of the Placing. 


Smaller related party transactions


Invesco Asset Management Limited is a related party of the Company for the purposes of the Listing Rules and has participated in the Placing in respect of 1,050,000 Placing Shares at the Placing Price for a total consideration of approximately £9.996 million. This transaction is disclosed in accordance with LR11.1.10R and Shaftesbury has received written confirmation from its sponsor that the terms of the transaction are fair and reasonable as far as Shaftesbury's shareholders are concerned.

Orosi (UK) Limited is a related party of the Company for the purposes of the Listing Rules and has participated in the Placing in respect of 6,864,368 Placing Shares at the Placing Price for a total consideration of approximately £65.349 million. This transaction is disclosed in accordance with LR11.1.10R and Shaftesbury has received written confirmation from its sponsor that the terms of the transaction are fair and reasonable as far as Shaftesbury's shareholders are concerned.

Following Admission, the number of Ordinary Shares that the Company has in issue will be 306,887,837. The total number of voting rights of the Company will be 306,887,837 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 to their interest in, the Company under the Disclosure and Transparency Rules of the FCA.


Market Abuse Regulation


The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.


Unless otherwise defined, the terms used in this Announcement have the meaning as set out in the Company's announcement issued earlier today



For further information, please contact:


Shaftesbury                                                     020 7333 8118

Brian Bickell, Chief Executive 

Christopher Ward, Finance Director

Penny Thomas, Company Secretary


J.P. Morgan Cazenove                                   020 7742 4000

Bronson Albery

Barry Meyers

Paul Hewlett

Tara Morrison


Liberum                                                          020 3100 2222

Richard Crawley

John Fishley

Jamie Richards

Dominik Götzenberger


Taurus London                                               020 7959 7000

Peter Tracey

Tom Fyson


RMS Partners                                                 020 3735 6551

Simon Courtenay


MHP Communications                                   020 3128 8100

Andrew Leach/Reg Hoare





This Announcement has been issued by and is the sole responsibility of the Company.


This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other  jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any  other jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada or elsewhere.

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 Directive (as defined below)) to be published.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") ("Qualified Investors") and (b) if in the United Kingdom, persons who also (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) in the United States, "qualified institutional buyers" (a "QIB") (as defined in Rule 144a under the Securities Act); (d) in Australia, exempt investors who are able to demonstrate that they (i) fall within one or more of the categories of investors under Section 708 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") to whom an offer may be made without disclosure under Part 6d.2 of the Corporations Act and (ii) are "wholesale clients" for the purpose of Section 761G of the Corporations Act ("Exempt Investors"); and (e) in Canada, purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("Accredited Investors"); and (f) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "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.

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 J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove" or "JPMC") or Liberum Capital Limited ("Liberum", and together with J.P. Morgan Cazenove, the "Joint Bookrunners") or by any of their respective 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 Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting as Joint Bookrunners for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither J.P. Morgan Cazenove nor Liberum nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of J.P. Morgan Cazenove or Liberum or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. J.P. Morgan Cazenove and Liberum and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by J.P. Morgan Cazenove or Liberum or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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 the Joint Bookrunners 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 the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.


This information is provided by RNS
The company news service from the London Stock Exchange

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