RNS Number : 8467V
Oakdene Homes PLC
03 June 2008
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA
Oakdene Homes Plc
("Oakdene" or the "Company")
Proposed amendment to terms of placing of new ordinary shares
Oakdene Homes Plc (AIM:OKD), an established residential development company specialising
in high quality new build and conversion
properties in sought-after locations, announces details of revised terms to the placing of new
ordinary shares of 1 pence each at 50 pence
per share referred to in its announcement made on 9 May 2008 (the "Announcement").
Terms of the Placing
As set out in the Announcement, the Company intends to issue new ordinary shares of 1
pence each (the "Placing Shares"), at 50 pence per
share.
In addition, the Company now also proposes to issue warrants over new ordinary shares of 1
pence each (the "Warrants"). One Warrant will
be issued, on the terms and subject to the conditions set out below and in the circular to be
issued to shareholders in due course, for
every Placing Share subscribed.
For the purposes of this announcement, the placing of the Placing Shares and the Warrants
together comprise the "Placing".
Key terms and conditions of the Warrants
* Warrants will be issued to each placee who successfully subscribes for Placing
Shares on the basis of one Warrant for each Placing
Share.
* Each Warrant will entitle the holder thereof to subscribe for one new ordinary share
in the Company at 50 pence per share.
* Each Warrant will be exercisable during the period between 12 months and 24 months
following the date of issue.
* The Warrants will be non-transferable and will not be admitted to trading on AIM or
on any other investment exchange.
* The issue of the Warrants will be subject to shareholder approval at a general
meeting of the Company at a date to be fixed (the
"EGM"), and to shareholders passing resolutions 8 to 10 at the Company's Annual General
Meeting (the "AGM"), as set out in the notice of AGM
contained in the circular posted by the Company on 9 May 2008 (the "AGM Circular").
Further detail of the Warrants will be contained in a circular to be posted to
Shareholders in due course convening the EGM.
The Placing
The issue of the Placing Shares remains subject to, inter alia:
* the passing of resolutions 8 to 10 at the AGM, as set out in the notice of AGM
contained in the AGM Circular; and
* Admission becoming effective by not later than 8.00 a.m. on 5 June 2008 or such
later time and/or date as may be agreed between
Panmure and the Company, being not later than 3.00 p.m. on 13 June 2008.
The issue of the Placing Shares is not conditional on the issue of the Warrants.
Application has been made to the London Stock Exchange for the Placing Shares (but not the
Warrants) to be admitted to trading on AIM.
It is expected that Admission of the Placing Shares will become effective on AIM, and that
dealings will commence on AIM, at 8.00 a.m. on 5
June 2008.
The Placing Shares will, when issued and fully paid, rank pari passu in all respects with
the existing Ordinary Shares of the Company
and will be issued subject to the memorandum and articles of association of Oakdene. The
Placing Shares will therefore not be entitled to
receive the final dividend in respect of the year ended 31 December 2007. The terms of the
Placing are set out in the appendix to this
announcement.
Carl Turpin has agreed to subscribe for 1,500,000 Placing Shares (and will therefore be
issued with 1,500,000 Warrants) and Philip
Stephens, Robert Boot, Alan Clarke and Timothy Hearley have agreed to subscribe for 30,000
Placing Shares, 100,000 Placing Shares, 31,108
Placing Shares and 14,000 Placing Shares respectively (and will therefore be issued with
30,000 Warrants, 100,000 Warrants, 31,108 Warrants
and 14,000 Warrants respectively), in each case as part of the Placing.
The appendix to this announcement sets out important information for Placees (as defined
in the appendix) and sets out the terms on
which such Placees shall be deemed to subscribe for Placing Shares and take up Warrants under
the Placing.
All other terms of the Placing remain unchanged save for consequential amendments required
to reflect the proposed issue of the
Warrants.
For further information:
Oakdene Homes Plc
Carl Turpin, Chief Executive Tel: +44 (0) 1737 249393
Robert Boot, Finance Director
Panmure Gordon
Dominic Morley (Corporate Finance) Tel: +44 (0) 20 7459 3600
Mark Lander (Corporate Broking)
Media enquiries:
Bell Pottinger
Zoe Sanders Tel: +44 (0) 20 7861 3232
Rosanne Perry
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by
The Financial Services Authority, is advising
the Company and no-one else in connection with the Placing and will not be responsible to any
person other than the Company for providing
the protections afforded to their clients or for advising any other person in relation to the
Placing.
This announcement has been issued by, and is the sole responsibility of, the Company. This
announcement does not constitute an offer to
underwrite, subscribe or otherwise acquire or dispose of any Placing Shares, Warrants or other
securities in the Company in any jurisdiction
and is not for distribution in or into Canada, Japan, the United States, Australia or South
Africa.
Neither the Ordinary Shares nor the Warrants have been, or will be registered under the
United States Securities Act of 1933, as amended
(the "Securities Act") or under the securities legislation of any state of the United States,
and may not be offered or sold in the United
States. The relevant clearances have not been, and will not be, obtained from the Securities
Commission of any province or territory of
Canada; no document in relation to the Placing has been, or will be, lodged with, or
registered by, The Australian Securities and
Investments Commission; no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the
Placing; and the approval of the South African Exchange Control Authorities has not been, and
will not be, obtained.. Accordingly, subject
to certain exceptions, neither the Placing Shares nor the Warrants may, directly or
indirectly, be offered or sold within the United States,
Canada, Australia, Japan or South Africa or offered or sold to a resident of the United
States, Canada, Australia, Japan or South Africa.
The contents of this announcement are not to be construed as legal, financial or tax
advice. If necessary, each recipient of this
announcement should consult his, her or its own legal adviser, financial adviser or tax
adviser for legal, financial or tax advice.
This announcement contains certain statements that are or may be forward-looking. These
statements typically contain words such as
'intends', 'expects', 'anticipates', 'estimates' and words of similar import. By their nature,
forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the
future and therefore undue reliance should not
be placed on such forward-looking statements. Forward-looking statements speak only as of the
date they are made and the Company undertakes
no obligation to update publicly any of them in light of new information or future events
except as required by the AIM Rules for Companies.There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such
forward-looking statements.
APPENDIX
This appendix contains important information for Placees (as defined below) in the United
Kingdom. Members of the public are not
eligible to take part in the Placing. This appendix and the terms set out herein are directed
only at persons in the United Kingdom selected
by Panmure Gordon who have professional experience in matters relating to investments and are
"investment professionals" within the meaning
of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"), are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order or are otherwise persons
to whom it may lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). Any investment or investment
activity to which the terms and conditions set out herein relates is available only to
Relevant Persons and will be engaged in only with
Relevant Persons.
Neither the new Ordinary Shares that are the subject of the placing (the "Placing Shares")
nor the warrants in respect of new Ordinary
Shares that are the proposed subject of the placing (the "Warrants") are being offered or sold
to any person in the European Union, other
than to qualified investors as defined in section 86(7) of the Financial Services and Markets
Act 2000 ("FSMA"), being persons falling
within article 2.1 (e)(i), (ii) or (iii) of Directive 2003/71/EC (the "Prospectus Directive"),
which includes legal entities which are
regulated by the financial services authority (the "FSA") or entities which are not so
regulated whose corporate purpose is solely to invest
in securities or other persons to whom the Placing Shares and Warrants may otherwise be
lawfully offered or sold without the publication of
a Prospectus.
Terms of the Placing
If a Relevant Person chooses to participate in the Placing by making or accepting an offer
to acquire Placing Shares and Warrants (each
such Relevant Person whose participation is accepted by Panmure Gordon in accordance with this
appendix being hereinafter referred to as a
"Placee" and together, as the "Placees") it will be deemed to have read and understood this
announcement, the Announcement and this appendix
in its entirety and to be making or accepting such offer on the terms and to be providing the
representations, warranties and
acknowledgements, contained in this appendix.
Neither the Placing Shares nor the Warrants referred to in this announcement have been or
will be registered under the Securities Act of
1933 (the "Securities Act") or the securities laws of any state of the United States of
America (the "United States"), or may be offered or
sold, taken up, delivered or transferred (directly or indirectly) or will qualify for sale
within the United States. There will be no public
offer of the Placing Shares or the Warrants in the United States. Neither the Placing Shares
nor the Warrants have been recommended,
approved or disapproved by any United States federal or state securities commission or
regulatory authority. Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this announcement.Any representation to the contrary is a
criminal offence in the United States. Neither the Placing Shares nor the Warrants will be
lodged or registered with the Australian
Securities and Investments Commission under Australia's Corporations Law or are being offered
for subscription or sale or may be directly or indirectly offered, sold or delivered in or into
Australia or for
the account or benefit of any person or corporation in (or with a registered address in)
Australia. The relevant clearances have not been,
and will not be obtained from the Ministry of Finance of Japan and no circular in relation to
the Placing Shares or Warrants has been or
will be lodged with or registered by the Ministry of Finance of Japan. Neither the Placing
Shares nor the Warrants may therefore be offered
or sold, directly or indirectly, in or into Japan, its territories and possessions and any
areas subject to its jurisdiction. The approval
of the South African Exchange Control Authorities has not been, and will not be, obtained in
relation to the Placing Shares or the Warrants. Neither the Placing Shares nor the Warrants may therefore be offered or sold directly or
indirectly in or into South Africa.
This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing
Shares or Warrants in any jurisdiction. The distribution of this announcement and the placing
and issue of the Placing Shares and Warrants
in certain jurisdictions may be restricted by law. Persons to whose attention this
announcement has been drawn are required by the Company
and Panmure Gordon to inform themselves about and to observe any such restrictions.
1. Panmure Gordon will arrange the Placing as agent for and on behalf of
the Company. Participation will only be available to persons invited to
participate by Panmure Gordon. Panmure Gordon will determine in its
absolute discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each Placee.
2. The price payable per Placing Share shall be the Placing Price.
3. A Placee's commitment to subscribe for a fixed number of Placing Shares
and take up a fixed number of Warrants will be agreed with and confirmed
to it orally by Panmure Gordon (the "Placing Commitment") and a contract
note (a "Contract Note") will be dispatched as soon as possible
thereafter. The oral confirmation to the Placee by Panmure Gordon (the
"Oral Confirmation") constitutes an irrevocable, legally binding
contractual commitment to Panmure Gordon (as agent for the Company) to
subscribe for the number of Placing Shares and take up the number of
Warrants allocated to it on the terms set out in this appendix.
4. Commissions will not be paid to Placees in connection with the Placing.
5. Panmure Gordon has the right, inter alia, to terminate the agreement
entered into between Panmure Gordon and the Company in connection with
the Placing (the "Placing Agreement") (after such consultation with the
Company as the circumstances may allow) at any time prior to Admission
if, inter alia, (i) any of the warranties contained in the Placing
Agreement are untrue or misleading in any material respect; or (ii)
there occurs an event of force majeure. If the Placing Agreement is
terminated prior to Admission, the Placing will lapse and the rights and
obligations of the Placees hereunder shall cease and determine at such
time and no claim can be made by any Placee in respect thereof. In such
event, all monies (if any) paid by the Placees to Panmure Gordon at such
time shall be returned to the Placees at their sole risk without any
obligation on the part of the Company or Panmure Gordon or any of their
respective affiliates to account to the Placees for any interest earned
on such funds. The Placees acknowl
6. Neither Panmure Gordon nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of its contractual rights to waive
or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
7. Each Placee acknowledges to, and agrees with, Panmure Gordon for itself
and as agent for the Company, that except in relation to the information
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing.
8. Settlement of transactions in the Placing Shares following Admission
will take place within CREST, subject to certain exceptions. Panmure
Gordon reserves the right to require settlement for and delivery of the
Placing Shares to the Placees in such other means that it deems
necessary if delivery or settlement is not possible within CREST within
the timetable set out in this announcement or would not be consistent
with the regulatory requirements in the jurisdictions of such Placees.
9. Settlement of the Warrants will take place in certificated form. The
Warrants will be non-transferable.
10. It is expected that settlement of the Placing Shares under the Placing
will occur on 5 June 2008, on which date each Placee must settle the
full amount owed by it in respect of the Placing Shares allocated to it.
Panmure Gordon may (after consultation with the Company) specify a
later settlement date (or dates) at its absolute discretion. Payment
must be made in cleared funds. The payment instructions for settlement
in CREST and settlement outside of CREST will be set out in the Contract
Note. The trade date of the Placing Shares is 8 May 2008. Interest is
chargeable daily on payments to the extent that value is received after
the due date at the rate per annum of 2 percentage points above the
Barclays Bank plc base rate. If a Placee does not comply with these
obligations, the Company will not be obliged to issue Placing Shares
and/or Warrants to such Placee and Panmure Gordon may sell the Placing
Shares and Warrants allocated to such Placee (as agent for such Placee)
and retain from the proceeds, for its
11. If Placing Shares and/or Warrants are to be delivered to a custodian or
settlement agent of a Placee, the relevant Placee should ensure that its
Contract Note is copied and delivered immediately to the relevant person
within that organisation. Insofar as Placing Shares are to be registered
in the name of a Placee or that of its nominee or in the name of any
person for whom the Placee is contracting as agent or that of a nominee
for such person, such Placing Shares will, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty
reserve tax.
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its behalf):
1. represents and warrants that it has read this announcement in its
entirety and acknowledges that its participation in the Placing will be
governed by the terms of this appendix and press release and the Placing
Agreement;
2. represents, warrants and undertakes that it will subscribe for the
Placing Shares allocated to it in the Placing and pay up for the same in
accordance with the terms of this appendix failing which the relevant
Placing Shares may be placed with other subscribers or sold as Panmure
Gordon determines and without liability to such Placee and that the
Company will not be obliged to issue Warrants to such Placee;
3. undertakes and acknowledges that its obligations under the Placing are
irrevocable;
4. represents and warrants that it is entitled to subscribe for Placing
Shares and take up Warrants under the laws of all relevant jurisdictions
which apply to it and that it has fully observed such laws and obtained
all such governmental and other guarantees and other consents which may
be required thereunder and complied with all necessary formalities;
5. acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any
management presentation given in relation to the Placing) other than
that contained in this announcement (including this appendix);
6. acknowledges that the ordinary shares of the Company with a nominal
value of 1 pence each are admitted to trading on the AIM market of the
London Stock Exchange, and the Company is therefore required to publish
certain business and financial information in accordance with the rules
and practices of the London Stock Exchange (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding financial
years, and that the Placee is able to obtain or access the Exchange
Information without undue difficulty;
7. represents and warrants that the issue to the Placee, or the person
specified by such Placee for registration as holder of Placing Shares
and/or the Warrants, will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services);
8. represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 and
the Money Laundering Regulations 2003 (the "Regulations") and, if it is
making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third
party as required by the
Regulations;
9. represents and warrants that it is both a "qualified investor" for the
purposes of sections 86(1) and 86(7) of the FSMA and a person falling
within Article 19 (5) or Article 49(2)(a) to (d) of the Order and
undertakes that it will acquire, hold, manage or dispose of any Placing
Shares or Warrants that are allocated to it for the purposes of its
business;
10. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the
meaning of section 21 of FSMA) relating to the Placing Shares or
Warrants in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
11. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in
relation to the Placing Shares or Warrants in, from or otherwise
involving the United Kingdom and will not sell or offer to sell the
Placing Shares in a manner which will result in an offer to the public
in the United Kingdom within the meaning of FSMA;
12. represents and warrants that its obligations under the Placing are
valid, binding and enforceable and that it has all necessary capacity
and authority, and has obtained all necessary consents and authorities
to enable it to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour its obligations
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this announcement);
13. acknowledges that Panmure Gordon is acting solely for the Company and
that participation in the Placing is on the basis that it is not and
will not be a client or customer of Panmure Gordon or any of its
affiliates and that Panmure Gordon and its affiliates have no duties or
responsibilities to it for providing the protections afforded to their
clients or customers or for providing advice in relation to the Placing
or in respect of any warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any of
Panmure Gordon's rights and obligations thereunder, including any right
to waive or vary conditions or exercise any termination right;
14. undertakes and agrees that (i) the person whom it specifies for
registration as holder of the Placing Shares or Warrants will be (a) the
Placee or (b) a nominee of the Placee, (ii) neither Panmure Gordon nor
the Company or any of their respective affiliates will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting from
a failure to observe this requirement and (iii) the Placee and any
person acting on its behalf agrees to subscribe on the basis that the
Placing Shares will be allotted to the CREST stock account of Panmure
Gordon who will act as settlement agent in order to facilitate the
settlement process;
15. acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract;
16. acknowledges that neither the Placing Shares nor the Warrants have or
will be registered under the Securities Act or under the relevant
securities laws of any state of the United States, any of Australia,
Japan, Canada or South Africa or any state or territory within any such
country and, subject to certain limited exceptions, may not be directly
or indirectly offered, sold, renounced, transferred, taken-up or
delivered in, into or within those jurisdictions;
17. represents, warrants and acknowledges to Panmure Gordon for itself and
as agent for the Company that it is outside the United States and will
only offer and sell the Placing Shares and/or the Warrants outside the
United States in offshore transactions in accordance with Regulation S
of the Securities Act;
18. represents, warrants and undertakes and agrees that neither it nor its
affiliates (as defined in Rule 501(b) of the US Securities Act) nor any
person acting on its or their behalf have engaged in or will engage in
any "general solicitation or general advertising" (within the meaning of
Regulation D under the US Securities Act) or "directed selling efforts"
(as defined in Regulation S under the US Securities Act) in connection
with any offer or sale of the Placing Shares and/or Warrants;
19. acknowledges that the agreement to settle each Placee's subscription
(and/ or the subscription of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Shares in question. Such agreement
assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to transfer the
Placing Shares and/or Warrants into a clearance service. If there were
any such arrangements, or the settlement related to other dealing in the
Placing Shares and/or Warrants, stamp duty or stamp duty reserve tax may
be payable, for which neither the Company nor Panmure Gordon nor any of
their respective affiliates will be responsible. If this is the case,
the relevant Placee should take its own advice and notify Panmure Gordon
accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all oth
20. acknowledges that any monies of any Placee or any person acting on
behalf of the Placee held or received by Panmure Gordon will not be
subject to the protections conferred by the FSA's Client Money Rules. As
a consequence, these monies will not be segregated from the monies of
Panmure Gordon and may be used by Panmure Gordon in the course of its
business, and the relevant Placee or any person acting on its behalf
will therefore rank as a general creditor of Panmure Gordon; and
21 acknowledges that its subscription for the Placing Shares is not
conditional upon the issue to it of the Warrants and that issue of the
Warrants is conditional upon the passing of a resolution of the
shareholders of the Company.
The acknowledgements, undertakings, representations and warranties referred to above are
given to each of the Company and Panmure Gordon
(for their own benefit and, where relevant, the benefit of their respective affiliates) and
are irrevocable. The Company and Panmure Gordon
will rely upon the truth and accuracy of the foregoing acknowledgements, undertakings,
representations and warranties.
This information is provided by RNS
The company news service from the London Stock Exchange
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