TIDMPMG
RNS Number : 4822N
Parkmead Group (The) PLC
18 May 2015
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, NEW
ZEALAND, THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
18 May 2015
The Parkmead Group plc
("Parkmead", the "Company" or the "Group")
Parkmead raises US$21.1 million to accelerate opportunities
Parkmead, the UK and Netherlands focused independent oil and gas
group, is delighted to announce that it has raised approximately
US$21.1 million (GBP13.44 million) through a placing of 11,200,000
new Ordinary Shares (the "Placing Shares") at 120 pence per share
(the "Placing Price"). The Placing Shares have been placed with
certain institutional and other investors (the "Placing").
The Placing, which has been undertaken by Charles Stanley
Securities, is conditional, inter alia, on admission to trading on
AIM of the Placing Shares ("Admission").
Background to and Reasons for the Placing
The Company has built a strong platform for future growth and
has been actively executing its accelerated strategy to become a
key E&P player in the North Sea.
The last 18 months have proved to be an excellent period for
Parkmead, one which saw strong progress across the Group's growing
oil and gas portfolio. In the Netherlands, a new onshore gas field
was discovered at Diever West and the discovery is expected to be
tied into existing facilities by the end of 2015 under a fast track
development programme. A number of enhanced production
opportunities are available across Parkmead's existing Netherlands
portfolio which the Company intends to capitalise on, with the aim
of significantly increasing its net gas production.
In November 2014, Parkmead was awarded six new licences covering
a total of nine offshore blocks in the UK 28th Licensing Round,
which meant that Parkmead ranked fourth in the total number of
licenses awarded by DECC in the first tranche of this licensing
round. These new licences contain opportunities across the Central
and Southern North Sea areas and will all be operated by Parkmead.
The awards, which include new exploration prospects as well as
proven discoveries, built upon Parkmead securing eight new licences
covering a total of 30 offshore blocks in the UK 27th Licensing
Round awards. The latest licence awards take Parkmead's total
number of oil and gas blocks across the UK and the Netherlands to
61, with 48 of those operated by the Group. These new licences
complement Parkmead's strong existing asset base of oil and gas
production, exciting exploration prospects and the major Perth,
Dolphin and Lowlander ("PDL") oil development.
Three of the new 28th Round licence awards significantly
increase Parkmead's asset base in the vicinity of the Company's
wider Perth area project and the work carried out by the Parkmead
team on the Dolphin oil discovery has confirmed that this discovery
can be included in the PDL project. Following the signing of Heads
of Agreement in August 2014, Parkmead and its partners in the PDL
project have been actively working together to realise the
opportunity from this area to maximise oil reserves and financial
returns from PDL and the wider regional area. The fully appraised
PDL fields currently have a total of 13 wells drilled and are
estimated to contain approximately 80 million barrels of
recoverable oil. In addition, there are a number of satellite
fields in the vicinity which could be tied into PDL and the Company
is engaging with field operators in the area.
Good progress has also been made on the Company's interest in
the producing Athena field where Parkmead is the largest
shareholder. The P4 well workover was successfully completed in
late 2014 and, in March 2015, Parkmead and its partners on the
Athena field entered into an amended FPSO contract with BW Offshore
(UK) Limited ("BW Offshore"), the provider and operator of the
Athena FPSO vessel. The net effect of the new agreement was a
significant reduction in the field operating costs, which increases
the cash flow generated from the field in the current oil price
environment.
Capital requirements and financial strength are key topics for
companies in the oil and gas sector, especially those with a high
level of licence commitments and/or large debt repayments. The
Parkmead management team has taken a disciplined approach to guard
its financial strength and this has meant that it is funded to meet
its current capital commitments and therefore in a good position to
capitalise on opportunities that are becoming available as a result
of lower oil prices.
The current environment in the oil & gas sector is
undoubtedly generating significant corporate opportunities. There
has already been active consolidation in the sector as companies
seek to benefit from scale (with one of the largest transactions
being Royal Dutch Shell plc's recommended offer for BG Group plc)
and a number of divestments and asset sales as companies are
actively reviewing their portfolios and considering exits for their
non-core assets. In addition, a number of companies are finding
themselves in a distressed situation given capital structures that
are not suited to the current oil price environment.
The Board of Parkmead believes that through its management
team's track record of acquisitive growth, it is well positioned to
capitalise on these opportunities in the sector because of:
-- Its extensive industry knowledge and in-depth expertise in the North Sea;
-- Its strong industry relationships, both corporately and politically; and
-- The strength of the Company's balance sheet.
Given Parkmead's track record and its stated strategy of
continued acquisitive growth, the Board of Directors believe that
by adding cash to its balance sheet, Parkmead will strengthen its
ability to act expeditiously as and when opportunities arise over
the next few months.
Use of Proceeds
The proceeds of the Placing will be employed to give the Company
greater flexibility to take advantage of the current M&A
environment in the oil and gas sector. The Board of Directors is
aware of a number of potential opportunities that will complement
the Company's existing portfolio of assets and continue to deliver
against the Board's stated strategy of creating a balanced
portfolio of oil & gas assets with material production in the
UK and Netherlands.
Details of the Placing
The Placing will raise gross proceeds of approximately US$21.1
million (GBP13.44 million) through the issue by the Company of
11,200,000 new Ordinary Shares at a price of 120 pence per
share.
The Placing Price represents a discount of just 1.4 per cent. to
the closing mid market price of 121.75 pence per share on 15 May
2015, being the last practicable date prior to the announcement of
the Placing.
The Placing is conditional upon:
-- the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
and
-- Admission.
The Placing Shares represent, in aggregate, approximately 12.8
per cent. of the Company's existing issued share capital and
approximately 11.3 per cent. of the issued share capital of the
Company immediately following completion of the Placing (assuming
that prior to Admission there is no exercise of options or
conversion of SARs under the Company's existing equity incentive
schemes).
Application has been made for the 11,200,000 Placing Shares to
be admitted to trading on AIM and it is expected that Admission
will take place on Thursday 21 May 2015. The Placing Shares will
rank pari passu with the existing Ordinary Shares.
Following Admission of the new Ordinary Shares, the total issued
share capital of Parkmead will comprise 98,929,160 Ordinary Shares.
The figure of 98,929,160 Ordinary Shares 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, Parkmead under the Disclosure and
Transparency Rules.
Tom Cross, Executive Chairman, Ryan Stroulger, Finance Director
and Philip Dayer, Non-Executive Director, will subscribe for
83,333, 20,833 and 33,333 Ordinary Shares, respectively, in the
Placing.
Following these subscriptions, the beneficial holdings of Tom
Cross, Ryan Stroulger and Philip Dayer will be as follows:
Current Shareholding Placing subscription Shareholding % of enlarged
following issued share
Placing capital
-------------------- ------------------------- ------------------------- ----------------- ------------------
Tom Cross 18,767,446 83,333 18,850,779 19.05%
Ryan Stroulger 137,724 20,833 158,557 0.16%
Philip Dayer 110,627 33,333 143,960 0.15%
Tom Cross, Executive Chairman of Parkmead, commented:
"The current climate in the oil & gas sector is creating a
significant number of opportunities, both at an asset and corporate
level. This successful placing has put Parkmead in an excellent
position to capitalise on these opportunities."
For enquiries please contact:
The Parkmead Group plc +44 (0) 1224 622200
Tom Cross, Executive Chairman
Ryan Stroulger, Finance Director
Charles Stanley Securities +44 (0) 20 7149 6000
Nominated Adviser, Broker & Sole
Bookrunner
Marc Milmo
Karri Vuori
James Greenwood
-------------------------------------- ----------------------------------
Instinctif Partners +44 (0) 20 7457 2020
David Simonson
Anca Spiridon
Notes to Editors:
1. Dr Colin Percival, Parkmead's Technical Director, who holds a
First Class Honours Degree in Geology and a Ph.D in Sedimentology
and has over 30 years of experience in the oil and gas industry,
has reviewed and approved the technical information contained in
this announcement.
2. Parkmead is an independent, upstream oil and gas company that
is admitted to trading on AIM on the London Stock Exchange (symbol:
PMG). Parkmead is focused on growth in the oil and gas exploration
and production sector, targeting transactions at both asset and
corporate levels.
3. In November 2011, Parkmead completed the acquisition of
stakes in UK Blocks 48/1a, 47/5b and 48/1c containing the Platypus
gas field and the Possum gas prospect. Mapping indicates the
potential for Platypus and Possum to contain up to 180 and 100
billion cubic feet of gas in place, respectively.
4. In December 2011, Parkmead agreed to acquire stakes in blocks
47/4d, 47/5d, 47/10c and 48/6c in the UK Southern North Sea, which
contained the Pharos gas prospect. These two gas-basin acquisitions
were important steps in the first stage of Parkmead's development
as a new independent energy company.
5. In March 2012, Parkmead agreed to acquire a portfolio of
Netherlands onshore assets comprising four producing gas fields and
two oil fields from Dyas B.V. This acquisition provided the Group
with its first producing fields and with future oil developments at
Ottoland and Papekop. This acquisition completed in August
2012.
6. In May 2012, Parkmead launched its recommended acquisition of
DEO Petroleum plc. As a result, Parkmead now owns 52% and is
operator of the UKCS Perth oil field
7. In October 2012, Parkmead was awarded several new licences
under the UKCS 27(th) Licensing Round. The six new licences
comprise interests in a total of 25 offshore blocks or partial
blocks across the Central North Sea, West of Scotland and West of
Shetland.
8. In July 2013, Parkmead completed its recommended offer for
Lochard Energy Group plc. This gave Parkmead a 10% interest in the
producing Athena oil field.
9. In December 2013, Parkmead agreed to acquire a further 20 per
cent. interest in the Athena oil field from EWE VERTRIEB GmbH,
trebling Parkmead's interest in the Athena oil field to 30 per
cent.
10. Also in December 2013, in the second tranche of the UKCS
27(th) Licensing Round, Parkmead was provisionally awarded a
further five UK blocks through two new licences in the UK Southern
North Sea. That made a total award to Parkmead of 30 UK blocks
across eight licences within the UKCS 27(th) Licensing Round.
11. In January 2014, Parkmead completed a successful
oversubscribed placing raising US$66.0 million which provided the
Company with increased financial firepower and balance sheet
strength.
12. In April 2014, Parkmead completed the acquisition of a 20
per cent. interest in the Athena oil field from EWE VERTRIEB GmbH,
trebling Parkmead's interest in the Athena oil field to 30 per
cent.
13. In September 2014, Parkmead discovered a new gas field
onshore the Netherlands at Diever West.
14. In November 2014, Parkmead was provisionally awarded six new
licences in the UKCS 28(th) Licensing Round, all as operator. The
six new licences comprise interests in a total of nine offshore
blocks located in the Central and Southern North Sea.
15. Through its wholly owned subsidiary, Aupec Limited, The
Parkmead Group provides petroleum benchmarking and economics
expertise to a wide range of government bodies and international
oil and gas companies. Aupec has to date worked with over 100
governments, national oil companies, majors and independents,
across the world, as well as a number of multi-national agencies
such as the European Commission and the World Bank. Aupec is
currently undertaking an important benchmarking project for a group
of the world's largest super-major oil companies.
For further information please refer to Parkmead's website at
www.parkmeadgroup.com
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, NEW
ZEALAND, THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
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 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. Factors that would cause actual results
or events to differ from current expectations, intentions or
projections might include, amongst other things, changes in oil
prices, changes in equity markets, failure to establish estimated
petroleum reserves, political risks, changes to regulations
affecting the Company's activities, delays in obtaining or failure
to obtain any required regulatory approval, failure of equipment,
uncertainties relating to the availability and costs of financing
needed in the future, the uncertainties involved in interpreting
drilling results and other geological, geophysical and engineering
data, delays in obtaining geological results, the success of future
explorations, acquisitions and other strategic transactions and
other risks associated with offshore exploration, development and
production. Given these risks and uncertainties, prospective
investors are cautioned not to place undue reliance on
forward-looking statements, which are not guarantees of future
performance. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, each of the Company and Charles
Stanley expressly disclaims any obligation or undertaking to
review, revise or release publicly any updates to any
forward-looking statements to reflect any changes in Parkmead's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based,
whether as a result of new information, future events or
otherwise.
This announcement shall not constitute an offer to buy, sell,
issue or subscribe for any securities in, nor the solicitation of
an offer to buy, sell, issue or subscribe for any securities in,
nor shall there be any sale of securities on the basis of this
announcement in, any jurisdiction in which such offer, solicitation
or sale would be unlawful. This announcement has been issued by and
is the sole responsibility of Parkmead.
No representation or warranty, express or implied, is or will be
made by Charles Stanley or by any of its affiliates or agents as
to, or in relation to, and no responsibility or liability is or
will be accepted by Charles Stanley or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this announcement, including the Appendix, 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.
Charles Stanley, which is authorised and regulated in the United
Kingdom by the FCA, is acting for Parkmead and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than Parkmead for providing the protections afforded to
customers of Charles Stanley nor for providing advice to any other
person in relation to the Placing or any other matter referred to
herein.
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 Parkmead or Charles Stanley 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 Parkmead and Charles Stanley to
inform themselves about, and to observe, such restrictions.
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 a
disposal of shares.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (III) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC
(AS AMENDED) (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT IN 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 (INCLUDING THE APPENDIX) AND
THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE PARKMEAD GROUP PLC.
Persons (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been
given ("Placees") will be deemed to have read and understood this
announcement, including the Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings,
contained in the Appendix (subject as otherwise provided). In
particular (and subject as aforesaid), each such Placee represents,
warrants and acknowledges that it is: (i) a Relevant Person (as
defined above); (ii) not within the United States; (iii) not within
Canada, Australia, Japan, South Africa, New Zealand, the Republic
of Ireland or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares; (iv) not
acquiring the Placing Shares for the account of any person who is
located in the United States unless the instruction to acquire was
received from a person outside the United States and the person
giving such instruction has confirmed that it has the authority to
give such instruction, and that either (a) it has investment
discretion over such account or (b) it is an investment manager or
investment company and, in the case of each of (a) and (b), that it
is acquiring the Placing Shares in an "offshore transaction"
(within the meaning of Regulation S under the United States
Securities Act of 1933, as amended ("Securities Act")); and (v) it
is not acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any such Placing Shares into the United States or any other
jurisdiction referred to in (iii) above and each Placee undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business.
This announcement, including the Appendix, is not for
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Canada, Australia, Japan,
South Africa, New Zealand, the Republic of Ireland or any
jurisdiction into which the same would be unlawful. This
announcement is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. No offering
of securities will be made in the United States by Parkmead in
connection with the Placing.
This announcement does not constitute or form part of an offer
or solicitation to purchase or subscribe for shares in the capital
of Parkmead in the United States, Canada, Australia, Japan, South
Africa, New Zealand, the Republic of Ireland or any jurisdiction in
which such an offer or solicitation is unlawful. No public offering
of securities of Parkmead will be made in connection with the
Placing in the United Kingdom or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is unlawful.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, South Africa, New Zealand or
the Republic of Ireland. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan,
South Africa, New Zealand, the Republic of Ireland or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this announcement should seek appropriate advice
before taking any action.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange. Neither the content of
Parkmead's website nor any website accessible by hyperlinks on
Parkmead's website is incorporated in, or forms part of, this
announcement.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees Only
Important Information
1. Eligible participants
This Appendix, including the terms and conditions of the Placing
set out herein, is directed only at persons who are Relevant
Persons, as defined in this announcement.
In this Appendix:
a. "you" or "Placee" means any person who is, or becomes,
committed to subscribe for Placing Shares under the Placing
pursuant to a legally binding commitment given to Charles Stanley
acting as agent and broker for the Company; and
b. terms defined elsewhere in this announcement (in particular
in the Definitions at the end of this announcement) have the same
meanings, unless the context requires otherwise.
Members of the public are not eligible to take part in the
Placing.
2. Overseas jurisdictions
The distribution of this announcement and the Placing and/or the
issue of Placing Shares pursuant to the Placing in certain
jurisdictions may be restricted by law. FSMA Qualified Investors
who seek to participate in the Placing must inform themselves about
and observe any such restrictions. In particular, this announcement
and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, New Zealand, Japan, South Africa or the
Republic of Ireland or in any jurisdiction in which such
publication or distribution is or may be unlawful. Furthermore,
this announcement does not constitute an offer or invitation (or a
solicitation of any offer or invitation) to subscribe for or
acquire, sell or purchase or otherwise deal in Placing Shares in
the United States, Canada, Australia, Japan, South Africa, New
Zealand or the Republic of Ireland or in any other jurisdiction in
which any such offer, invitation or solicitation is or would be
unlawful. No public offer of securities of the Company is being
made in the United Kingdom, United States or elsewhere.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933 (as amended) (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States, and accordingly may not be
offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act.
3. Placing
Charles Stanley is arranging the Placing as agent for and on
behalf of the Company. Charles Stanley will determine the extent of
each Placee's participation in the Placing, which will not
necessarily be the same for each Placee. The placing obligations of
Charles Stanley in connection with the Placing are set out in the
Placing Agreement (further details of which are described in
paragraphs 7 and 8 of this Appendix). No commissions will be paid
to or by Placees in respect of their agreement to subscribe for any
Placing Shares.
Each Placee will be required to pay to Charles Stanley, on the
Company's behalf, the Placing Price as the subscription sum for
each Placing Share agreed to be subscribed by it under the Placing
in accordance with the terms and conditions set out in or referred
to in this Appendix. Each Placee's obligation to subscribe and pay
for Placing Shares under the Placing will be owed to each of the
Company and Charles Stanley. Each Placee will be deemed to have
read and understood this announcement in its entirety. To the
fullest extent permitted by law and applicable FCA rules, neither
Charles Stanley nor any other Charles Stanley Person will have any
liability to Placees or to any person other than the Company in
respect of the Placing.
Various dates referred to in this announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
Admission is currently 21 May 2015 and, in any event, the latest
date for Admission is 29 May 2015 (the "Long-Stop Date").
4. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by Charles Stanley.
A Placee's commitment to subscribe for a fixed number of Placing
Shares at the Placing Price under the Placing will be agreed orally
or in writing with Charles Stanley. Such agreement will constitute
a legally binding and irrevocable commitment on the Placee's part
to subscribe for that number of Placing Shares at the Placing Price
on the terms and conditions set out or referred to in this Appendix
and subject to the Company's constitution; such legally binding and
irrevocable commitment is subject only to the Placing conditions
set out or referred to in paragraph 8 of this Appendix.
The expected timetable for settlement will be as follows:
Trade Date 20 May 2015
Settlement Date 21 May 2015
ISIN Code GB00BGCYZL73
SEDOL BGCYZL7
Deadline for input instruction 3.00p.m. 20 May 2015
into CREST
CREST ID for Charles Stanley 698
At such point, each Placee will have an immediate, separate,
irrevocable and legally binding obligation, owed to the Company and
to Charles Stanley, to pay to Charles Stanley (or as it may direct)
in cleared funds an amount equal to the product of the Placing
Price and such number of Placing Shares that such Placee has agreed
to acquire.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" (or "DVP") basis. Charles Stanley
reserves the right to require settlement for and/or delivery to any
Placee of any Placing Shares by such other means as it may deem
appropriate if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
If a Placee's Placing Shares are to be delivered to a custodian
or settlement agent, such Placee should ensure that the settlement
instructions are copied and delivered immediately to the
appropriate person within that organisation.
5. No Prospectus
No prospectus has been or will be submitted for approval by the
FCA in relation to the Placing or the Placing Shares. Placees'
commitments in respect of Placing Shares will be made solely on the
basis of the information contained in this announcement.
6. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank in full for all dividends declared, made or paid
after their issue and otherwise will rank pari passu in all
respects with the existing issued Ordinary Shares.
Application will be made for the Admission of the Placing Shares
to trading on AIM. It is expected that Admission will take place,
and dealings in the Placing Shares will commence, on 21 May
2015.
7. Placing Agreement
Charles Stanley has today entered into the Placing Agreement
with the Company under which it has agreed, on a conditional basis,
to use its reasonable endeavours as agent of the Company to procure
subscribers for Placing Shares. The Placing is not being
underwritten.
8. Placing conditions
The Placing Agreement contains various conditions in respect of
the Placing. The Placing is conditional, inter alia, on: (i)
Admission occurring and having become effective at or before 8.00am
on 21 May 2015 (or such later time as Charles Stanley may agree
with the Company in writing, being not later than 8.00am on 29 May
2015); and (ii) the Placing Agreement having become unconditional
in all respects and not having been terminated at any time prior to
Admission in accordance with its terms.
Certain conditions may be waived, in whole or in part, and the
time for satisfaction of such conditions may be extended, by
Charles Stanley (acting in its absolute discretion and without any
obligation to make any such waiver or extension) by express written
notice to the Company.
If any condition is not fulfilled or waived by Charles Stanley
by the relevant time, the Placing will lapse and the rights and
obligations of Placees in respect of the Placing will cease and
terminate at such time.
Charles Stanley has rights, at any time prior to Admission, to
terminate its obligations under the Placing Agreement in certain
limited circumstances. Such circumstances include, inter alia,
material breach by the Company of the provisions of the Placing
Agreement or any warranty therein being or becoming untrue,
inaccurate or misleading in any material respect, or the occurrence
of certain specified material events or changes in the financial
position of the Company or of certain events of force majeure. The
exercise of any right of termination of the Placing Agreement or
waiver of any condition to the Placing Agreement or the extension
of the time for fulfilment of any such condition is within the
absolute discretion of Charles Stanley and Charles Stanley shall
have no liability to any Placee whatsoever in respect of any
decision as to the exercise of any such right of termination or any
decision to waive any such condition or to extend the time for
satisfaction of any such condition.
9. Payment default
A Placee's entitlement to receive Placing Shares will be
conditional on Charles Stanley's receipt of payment in full for
such Placing Shares by 21 May 2015 (settlement date), or by such
later time and date as Charles Stanley may in its absolute
discretion determine. Charles Stanley may, in its absolute
discretion, waive such condition and will not be liable to any
Placee for any decision to waive or not to waive such
condition.
If any Placee fails to make such payment by the required time
for any Placing Shares: (i) the Company may release itself, and (if
at its absolute discretion it decides to do so) will be released
from, all obligations it may have to allot and/or issue any such
Placing Shares to, or at the direction of, such Placee which are
then unallotted and/or unissued; (ii) the Company may exercise all
rights of lien, forfeiture and set-off over and in respect of any
such Placing Shares to the full extent permitted under its
constitution or otherwise by law and to the extent that such Placee
then has any interest in or rights in respect of any such shares;
(iii) the Company or, as applicable, Charles Stanley may sell (and
each of them is irrevocably authorised by such Placee to do so) all
or any such Placing Shares on behalf of such Placee and then retain
from the proceeds of such sale, for the account and benefit of the
Company or, where applicable, Charles Stanley: (a) any amount up to
the total amount due to it as, or in respect of, subscription
monies, or as interest on such monies, for any Placing Shares; (b)
any amount required to cover any stamp duty or stamp duty reserve
tax arising on the sale; and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee will remain
liable to the Company and to Charles Stanley for the full amount of
any losses and of any costs which either of them may suffer or
incur as a result of: (a) not receiving payment in full for such
Placing Shares by the required time; and/or (b) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms are actually obtained for such sale by or for it.
Interest may be charged in respect of payments not received by
Charles Stanley for value by the required time referred to above at
the rate of two percentage points above LIBOR (as determined by
Charles Stanley).
10. Placees' representations, warranties and undertakings to the
Company and Charles Stanley
By agreeing with Charles Stanley to subscribe for Placing Shares
under the Placing each Placee (referred to in this paragraph 10 as
"you") irrevocably acknowledges, represents, confirms, warrants and
undertakes to, and agrees with each of the Company and Charles
Stanley, in each case as a fundamental term of your application for
Placing Shares and of the Company's obligation to allot and/or
issue any Placing Shares to you or at your direction, that:
a) you have read this announcement and agree to and accept all
of the terms and conditions set out in this announcement
(including, but not limited to, this Appendix);
b) no prospectus, admission document or other offering document
has been or will be prepared in connection with the Placing and you
have not received a prospectus, admission document or other
offering document in connection with the Placing and/or the Placing
Shares;
c) the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent AIM admission document and financial
statements and you are able to obtain or access such information,
and are able to obtain access to the Company's published financial
statements or comparable information concerning any other publicly
traded company;
d) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
announcement and will not be subject to rescission or termination
by you in any circumstances;
e) this announcement, which has been issued by the Company, is
the sole responsibility of the Company and neither Charles Stanley
nor any of its affiliates nor any person acting on its behalf or
any of their affiliates have, or shall have, any liability for any
information, representation or statement contained in this
announcement or any information previously published by or on
behalf of the Company in connection with the Placing;
f) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the
Placing;
g) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing;
h) you are not a client of Charles Stanley in relation to the
Placing and Charles Stanley is not acting for you in connection
with the Placing and it will not be responsible to you in respect
of the Placing for providing protections afforded to its
clients;
i) you have not been, and will not be, given any warranty or
representation by any Charles Stanley Person in relation to any
Placing Shares, the Company or any other member of its Group and no
Charles Stanley Person will have any liability to you for any
information contained in this announcement or which has been
published by the Company or for any decision by you to participate
in the Placing based on any such information or on any other
information provided to you;
j) in making your decision to acquire any Placing Shares, you:
(i) have not relied on any investigation that Charles Stanley or
any person acting on its behalf may have conducted with respect to
the Placing Shares or the Company; (ii) have made your own
investment decision regarding the Placing Shares based on your own
knowledge (and information you may have or which is publicly
available) with respect to the Placing Shares and the Company;
(iii) have had access to such information as you deem necessary or
appropriate in connection with your acquisition of any Placing
Shares; and (iv) have sufficient knowledge and experience in
financial and business matters and expertise in assessing credit,
market and all other relevant risk and are capable of evaluating,
and have evaluated, independently, the merits, risks and
suitability of purchasing the Placing Shares;
k) you understand that by your acquisition or holding of any
Placing Shares you are assuming, and are capable of bearing, the
risk of loss that may occur with respect to the Placing Shares,
including the possibility that you may lose all or a substantial
portion of your investment in any Placing Shares, and you will not
look to the Company or any Charles Stanley Person for all or part
of any such loss or losses you may suffer;
l) you have neither received nor relied on any confidential
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
m) you will pay the full subscription amount as and when
required in respect of all Placing Shares allocated to you and will
do all things necessary on your part to ensure that payment for
such Placing Shares and their delivery to you or at your direction
is completed in accordance with the standing CREST instructions
(or, where applicable, standing certificated settlement
instructions) that you have in place with Charles Stanley or put in
place with Charles Stanley with its agreement;
n) you are entitled to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to you and you have
fully complied, and will fully comply, with all such laws
(including, where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and have obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and you will provide
promptly to Charles Stanley such evidence, if any, as to the
identity or location or legal status of any person which Charles
Stanley may request from you in connection with the Placing (for
the purpose of its complying with any such laws or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Charles Stanley on the basis that any failure by you to do so may
result in the number of Placing Shares that are to be allotted
and/or issued to you or at your direction pursuant to the Placing
being reduced to such number, or to nil, as Charles Stanley may
decide at its sole discretion;
o) you, and, if different, the beneficial owner of the Placing
Shares, are not and, at the time the Placing Shares are acquired,
will not be residents of the United States, Canada, Australia,
Japan, South Africa, New Zealand, the Republic of Ireland or any
other jurisdiction in which the Placing or any connected offer,
invitation or solicitation is or would be unlawful;
p) you have complied and will comply with all applicable
provisions of FSMA with respect to anything done or to be done by
you in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and you have not made or communicated
or caused to be made or communicated, and you will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
q) you or your agent who manages investments on your behalf on a
discretionary basis are a FSMA Qualified Investor;
r) you are acting as principal only in respect of the Placing
or, if you are acting for any other person: (i) you are duly
authorised to do so; (ii) you are and will remain liable to the
Company and/or Charles Stanley for the performance of all your
obligations as a Placee in respect of the Placing (regardless of
the fact that you are acting for another person); (iii) you are
both an "authorised person" for the purposes of FSMA and a
"qualified investor" as defined at Article 2.1(e) of Directive
2003/71/EC (as amended) (known as the Prospectus Directive) acting
as agent for such person; and (iv) such person is either: (a) a
FSMA Qualified Investor; or (b) a"client" (as defined in section
86(2) of FSMA) of yours that has engaged you to act as his agent on
terms which enable you to make decisions concerning the Placing or
any other offers of transferable securities on his behalf without
reference to him;
s) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares or Placing Shares
in accordance with FSMA or the Prospectus Rules or in accordance
with any other laws applicable in any part of the European Union or
the European Economic Area;
t) (i) you are not, and are not acting in relation to the
Placing as nominee or agent for, a person who is or may be liable
to stamp duty or stamp duty reserve tax in respect of any agreement
to acquire (or any acquisition of) shares or other securities
(including, without limitation, under sections 67, 70, 93 or 96 of
the Finance Act 1986 concerning depositary receipts and clearance
services), and the allocation, allotment, issue and/or delivery to
you, or any person specified by you for registration as holder, of
Placing Shares will not give rise to a liability under any such
section; (ii) the person whom you specify for registration as
holder of Placing Shares will be you or your nominee or (as
applicable) the person for whom you are acting or its nominee;
(iii) you and any person for whom you are acting will acquire
Placing Shares on the basis that they will be allotted to the CREST
stock account of Charles Stanley and that Charles Stanley will then
hold them as settlement agent and as nominee for you or such person
until settlement in accordance with Charles Stanley's settlement
instructions; (iv) payment for Placing Shares will be made
simultaneously on their receipt in your stock account on a
"delivery versus payment" (or "DVP") basis; and (v) neither Charles
Stanley nor the Company will be responsible to you or anyone else
for any liability to pay stamp duty or stamp duty reserve tax
resulting from any breach of, or non-compliance, with this
paragraph;
u) you will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or Charles Stanley
to contravene any such legislation in any respect;
v) you understand and acknowledge that no steps have been taken
to enable any of the Placing Shares to be acquired by persons
outside the United Kingdom and accordingly:
(1) you were outside the United States at the time your
subscription was originated and you were not at such time, and are
not, a US Person (and were not, and are not, acquiring on behalf
of, or purchasing for the account or benefit of, a US Person)
within the meaning of Regulation S promulgated under the Securities
Act and you will not offer, sell or deliver directly or indirectly
any of the Placing Shares in the United States;
(2) you acknowledge and agree that none of the Placing Shares
have been or will be registered under the Securities Act or under
the securities laws of any state of the United States and neither
you, your affiliates nor any person acting on your behalf has
knowingly engaged or will engage in any directed selling efforts in
the United States of America with respect to the Placing Shares
(terms in this paragraph have meanings ascribed to them by
Regulation S under the Securities Act);
(3) you acknowledge that none of the Placing Shares have been or
will be registered under the relevant securities laws of Canada,
Australia, Japan, South Africa, New Zealand or the Republic of
Ireland;
(4) you are not a national or resident of Canada, Australia,
Japan, South Africa, New Zealand or the Republic of Ireland, or a
corporation, partnership or other entity organised under the laws
of Canada (or any political sub-division thereof), Australia,
Japan, South Africa, New Zealand or the Republic of Ireland and
that you will not offer, sell or deliver, directly or indirectly,
as principal or agent any of the Placing Shares in Canada,
Australia, Japan, South Africa, New Zealand or the Republic of
Ireland or to or for the benefit of any person resident in Canada,
Australia, Japan, South Africa, New Zealand or the Republic of
Ireland, or to any person purchasing such shares for re-offer, sale
or transfer in Canada, Australia, Japan, South Africa, New Zealand
or the Republic of Ireland and you are not acting for any such
national or resident or with a view to resale to any overseas
person (whether resident in Canada, Australia, Japan, South Africa,
New Zealand or the Republic of Ireland or otherwise); and
(5) you are not in or a national or resident of any other
territory in which it is unlawful to make an offer to subscribe for
Placing Shares or to reply to this announcement;
w) Charles Stanley is entitled, but shall be under no obligation
to, satisfy its obligations to use its reasonable endeavours to
procure Placees by itself agreeing to become a Placee in respect of
some or all of the Placing Shares or by nominating any other
Charles Stanley Person or any person associated with any Charles
Stanley Person to do so;
x) time is of the essence as regards your obligations under this Appendix;
y) this Appendix and any contract (whether oral or written)
which may be entered into between you and Charles Stanley and/or
the Company, and all non-contractual obligations arising between
you and Charles Stanley and/or the Company, pursuant to or in
connection with it or the Placing, will be governed by and
construed in accordance with the laws of England, for which purpose
you submit (for yourself and on behalf of any person on whose
behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute, or matter arising out of or
relating to this Appendix or such contract, except that each of the
Company and Charles Stanley will have the right to bring
enforcement proceedings in respect of any judgment obtained against
you in the English courts or in the courts of any other relevant
jurisdiction;
z) each right or remedy of the Company or Charles Stanley
provided for in this Appendix is in addition to any other right or
remedy which is available to such person and the exercise of any
such right or remedy in whole or in part will not preclude the
subsequent exercise of any such right or remedy;
aa) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to Charles Stanley;
bb) you shall indemnify and hold each of the Company and Charles
Stanley harmless, on an after tax basis, from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by you of
the terms in this Appendix;
cc) your commitment to acquire Placing Shares on the terms set
out in this announcement will continue notwithstanding any
amendment that may in future be made to the terms of the Placing
and you will have no right to be consulted or require that your
consent be obtained with respect to the Company's conduct of the
Placing.
dd) it is a term of your placing participation that, to ensure
compliance with the Money Laundering Regulations 2007, the
Anti-Terrorism Crime and Security Act 2001 and the Proceeds of
Crime Act 2002 (the "Regulations"), Charles Stanley may, in its
absolute discretion, require verification of your identity. Pending
the provision to Charles Stanley of evidence of identity,
definitive certificates in respect of Placing Shares or, where
appropriate, delivery of the Placing Shares to you in
uncertificated form may be retained or withheld;
ee) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in this
announcement are subject to amendment at the discretion of Charles
Stanley , except that in no circumstances will the date scheduled
for Admission be later than the Long-Stop Date;
ff) none of your rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of your obligations in respect of the Placing;
gg) you are:
(1) an investment professional falling within Article 19(5) of the Order; or
(2) a person following within Article 49(2)(a) to (d) of the Order; or
(3) a person to whom this announcement (including this Appendix)
may otherwise be communicated without breach of section 21 of FSMA;
and
hh) the foregoing acknowledgements, representations, warranties,
undertakings and confirmations are given for the benefit of the
Company as well as Charles Stanley.
DEFINITIONS
The following definitions apply throughout this announcement and
in the terms and conditions to the Placing set out in the Appendix
to this announcement unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
rule 6 of the AIM Rules expected on or around
21 May 2015
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the London Stock Exchange's rules for companies
relating to AIM titled "AIM Rules for Companies"
"Charles Stanley" Charles Stanley Securities, a trading division
of Charles Stanley & Co. Limited, the Company's
nominated adviser, broker and sole bookrunner
to the Placing
"Charles Stanley any person being (i) Charles Stanley, (ii)
Person" an undertaking which is a subsidiary undertaking
of Charles Stanley, (iii) a parent undertaking
of Charles Stanley or (other than Charles
Stanley) a subsidiary undertaking of any such
parent undertaking or (iv) a director, officer,
agent or employee of any such person
"Company" or "Parkmead" The Parkmead Group plc
"CREST" the electronic systems for the holding and
transfer of shares in dematerialised form
operated by Euroclear UK & Ireland Limited
"Directors" or "the the directors of the Company
Board"
"existing Ordinary the Ordinary Shares in issue at the date of
Shares" this announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"FSMA Qualified A person who is a "qualified investor" as
Investor" referred to at section 86(7) of FSMA and at
or to whom any private communication relating
to the Company that is a "financial promotion"
(as such term is used in relation to FSMA)
may lawfully be issued, directed or otherwise
communicated without the need for it to be
approved, made or directed by an "authorised
person" as referred to in FSMA
"Group" the group of which the Company and its subsidiary
undertakings are members
"LIBOR" the London Interbank Offered Rate
"Long-Stop Date" 29 May 2015
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the ordinary shares of 1.5 pence each in the
capital of the Company
"Placing" the conditional placing by Charles Stanley
of the Placing Shares pursuant to the Placing
Agreement
"Placing Agreement" the conditional agreement dated 18 May 2015
between the Company and Charles Stanley in
connection with the Placing
"Placing Price" 120 pence per Placing Share
"Placing Shares" 11,200,000 new Ordinary Shares to be conditionally
placed for cash pursuant to the Placing Agreement
"SARs" the share appreciation rights granted to certain
management which can be settled in cash or,
at the Company's discretion, converted into
equity of the Company
"Shareholder" a holder of Ordinary Shares
"United States" the United States of America, its territories
and possessions, any State of the United States
and the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEAPMLTMBTBMPA
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