TIDMACL
RNS Number : 7687U
Acal PLC
20 January 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE PROHIBITED BY ANY APPLICABLE LAW ("RESTRICTED
JURISDICTIONS").
20 January 2017
Acal PLC
("Acal", the "Company" or the "Group")
Result of Placing
Further to the announcement made earlier today, Acal announces
that, subject to Admission (as defined below), it has allotted
6,418,308 ordinary shares of 5 pence in the capital of the Company
(the "Ordinary Shares") (the "Placing Shares") at a price of 220
pence per Ordinary Share, raising total gross proceeds of
approximately GBP14.1 million. The Placing Shares represent
approximately 9.99 per cent. of the issued ordinary share capital
of Acal. The Placing Shares will, when issued, be credited as fully
paid and rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on the existing Ordinary
Shares.
The Placing has been underwritten by Peel Hunt LLP which is
acting as sole broker and sole bookrunner.
Applications have been made for the admission of the Placing
Shares to the premium segment of the Official List of the Financial
Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange plc ("Admission"). It is
expected that Admission will become effective and that dealings in
the Placing Shares will commence on or around 25 January 2017. The
trade date for the Placing will be 20 January 2017 and settlement
is expected to occur on the third business day after such date,
being 25 January 2017. The Placing is conditional upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
Following Admission, the total number of shares in issue and
voting rights in the Company will be 70,665,638 Ordinary Shares.
There are no shares held in treasury. The above figure (70,665,638)
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 Financial Conduct Authority's Disclosure and Transparency
Rules.
Director participation
The Directors of Acal have subscribed for, in aggregate, 34,087
Placing Shares at the Placing Price. The related party transactions
involving each of the Directors are exempt small transactions
pursuant to paragraph 1 of Annex 1 to chapter 11 of the Listing
Rules. The interests of all of the Directors in the issued share
capital of the Company, as enlarged by the Placing and immediately
following Admission, are set out below:
Director No. of No. of Resulting % of enlarged
Ordinary Placing holding issued
Shares Shares following share capital
currently subscribed Admission
held for
---------------- ----------- ------------ ----------- ---------------
Nick Jefferies 73,796 4,545 78,341 0.11%
---------------- ----------- ------------ ----------- ---------------
Simon Gibbins 28,730 4,545 33,275 0.05%
---------------- ----------- ------------ ----------- ---------------
Richard
Moon 67,600 9,090 76,690 0.11%
---------------- ----------- ------------ ----------- ---------------
Richard
Brooman 8,000 2,272 10,272 0.01%
---------------- ----------- ------------ ----------- ---------------
Malcolm
Diamond 10,000 4,545 14,545 0.02%
---------------- ----------- ------------ ----------- ---------------
Henrietta
Marsh 10,000 2,272 12,272 0.02%
---------------- ----------- ------------ ----------- ---------------
Tracey Graham 0 6,818 6,818 0.01%
---------------- ----------- ------------ ----------- ---------------
Smaller related party transactions
Aberdeen Asset Managers Limited/Aberdeen Asset Investments
Limited is a related party of the Company for the purposes of the
Listing Rules and has participated in the Placing in respect of
770,286 Placing Shares at the Placing Price for a total
consideration of approximately GBP1.7 million. This transaction
constitutes a smaller related party transaction under Listing Rule
11.1.10R.
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:
Acal plc 01483 544 500
Nick Jefferies, Group Chief
Executive
Simon Gibbins, Group Finance
Director
Peel Hunt LLP (sole broker
and sole bookrunner) 020 7418 8900
Jock Maxwell Macdonald
Justin Jones
Matthew Brooke-Hitching
Instinctif (Financial PR) 020 7457 2020
Mark Garraway
Helen Tarbet
James Gray
IMPORTANT NOTICE
This announcement (the "Announcement"), and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). The Placing Shares have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration under
the Securities Act except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing Shares are being offered and
sold outside the United States in "offshore transactions", as
defined in, and in compliance with, Regulation S under the
Securities Act. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing. This Announcement does not constitute or form part of
an offer to sell or issue or a solicitation of an offer to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended (the
"Prospectus Directive"), (B) if in the United Kingdom, persons who
(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 "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
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) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which Acal
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Persons needing advice should
consult an independent financial adviser. No statement in this
Announcement is intended to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
Peel Hunt, 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 clients of Peel Hunt or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
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 or on behalf of the Company or Peel Hunt
or by their affiliates or their respective agents, directors,
officers and employees 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 therefor is
expressly disclaimed.
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's main market for listed securities.
Members of the public were not eligible to take part in the
Placing and no public offering of Placing Shares was or will be
made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
January 20, 2017 11:06 ET (16:06 GMT)