TIDMCBP
RNS Number : 2828M
Curtis Banks Group PLC
26 April 2018
NOT FOR DISTRIBUTION IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), CANADA, JAPAN, AUSTRALIA OR THE
REPUBLIC OF SOUTH AFRICA. THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
26 April 2018
Result of Placing of 7.1 million ordinary shares in Curtis Banks
Group PLC ("Curtis Banks" or the "Company")
Further to the announcement made earlier today in relation to a
proposed placing of ordinary shares in Curtis Banks by Chris Banks,
Rupert Curtis and Paul Tarran (together, the "Sellers"), the
Sellers announce that they have sold approximately 7.1 million
ordinary shares (the "Placing Shares") in the Company at 280.25
pence amounting to approximately GBP20 million (the "Placing"). The
Placing Shares represent in aggregate approximately 13 per cent of
the Company's issued share capital.
The Placing Shares will be split between the Sellers as
follows:
Name Holding Placing Holding following Percentage
prior to Shares sold the Placing holding following
the Placing the Placing
---------------- ------------- ------------- ------------------ -------------------
Chris Banks* 20,516,743 5,865,601 14,651,142 27.2%
---------------- ------------- ------------- ------------------ -------------------
Rupert Curtis* 7,347,684 977,600 6,370,084 11.8%
---------------- ------------- ------------- ------------------ -------------------
Paul Tarran 3,803,758 293,280 3,510,478 6.5%
---------------- ------------- ------------- ------------------ -------------------
*including family holdings
The Sellers including family holdings will continue to hold in
aggregate approximately 45.6% of the issued share capital of the
Company. The Sellers have agreed to a customary lock-up on their
remaining shares which ends 365 days after the completion of the
Placing.
The Placing was conducted through an accelerated bookbuild. Peel
Hunt LLP (the "Bookrunner") acted as sole bookrunner for the
Sellers in connection with the Placing.
The proceeds of the Placing are payable in cash and will be
settled on a T+2 basis (unless otherwise agreed with the
Bookrunner), and settlement of the Placing is expected to occur on
or about 30 April 2018.
The Company is not party to the Placing and, as a result, the
Company will not receive any proceeds from the Placing.
For further information contact:
Curtis Banks Group plc www.curtisbanks.co.uk
Rupert Curtis - Chief Executive
Officer +44 (0) 117 9107910
Peel Hunt LLP (Nominated Adviser +44 (0) 20 7418
& Broker) 8900
Guy Wiehahn
Alistair Rae
Jock Maxwell Macdonald
Rory James-Duff
+44 (0) 20 3757
Camarco (Financial PR) 4984
Ed Gascoigne-Pees
Hazel Stevenson
Note to editors:
Curtis Banks administers over 76,000 Self-Invested Pension
Schemes, principally SIPPs and SSASs. The Group commenced trading
in 2009 and has successfully developed, through a combination of
organic growth and acquisitions, into one of the largest UK
providers of these products. The Group employs approximately 570
staff in its head office in Bristol and regional offices in Ipswich
and Dundee.
For more information - www.curtisbanks.co.uk
Notification of dealing forms:
1 Details of the person discharging managerial
responsibilities / person closely associated
---- ------------------------------------------------------------------------
a) Name Rupert Curtis
---- -------------------------------- --------------------------------------
2 Reason for the notification
---- ------------------------------------------------------------------------
a) Position/status Chief Executive Officer
---- -------------------------------- --------------------------------------
b) Initial notification Initial
/Amendment
---- -------------------------------- --------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
---- ------------------------------------------------------------------------
a) Name Curtis Banks Plc
---- -------------------------------- --------------------------------------
b) LEI 213800LYP7YTVDXRMP40
---- -------------------------------- --------------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- ------------------------------------------------------------------------
a) Description of Curtis Banks Plc Ordinary
the financial Shares 0.5p
instrument, type
of instrument
----
Identification GB00BW0D4R71
code
b) Nature of the Sale of 977,600 ordinary shares
transaction in the Company
---- -------------------------------- --------------------------------------
c) Price(s) and volume(s)
---- ------------------ ---------------
Price Volume
---- ----------------- ---------------
280.25p 977,600
------------------------------------- ----------------- ---------------
d) Aggregated information
----
- Aggregated volume 977,600
- Price 280.25p
e) Date of the transaction 26 April 2018
---- -------------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange, AIM
Market (XLON)
---- -------------------------------- --------------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
---- ------------------------------------------------------------------------
a) Name Paul Tarran
---- -------------------------------- --------------------------------------
2 Reason for the notification
---- ------------------------------------------------------------------------
a) Position/status Chief Financial Officer
---- -------------------------------- --------------------------------------
b) Initial notification Initial
/Amendment
---- -------------------------------- --------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
---- ------------------------------------------------------------------------
a) Name Curtis Banks Plc
---- -------------------------------- --------------------------------------
b) LEI 213800LYP7YTVDXRMP40
---- -------------------------------- --------------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- ------------------------------------------------------------------------
a) Description of Curtis Banks Plc Ordinary
the financial Shares 0.5p
instrument, type
of instrument
----
Identification GB00BW0D4R71
code
b) Nature of the Sale of 293,280 ordinary shares
transaction in the Company
---- -------------------------------- --------------------------------------
c) Price(s) and volume(s)
---- ------------------ ---------------
Price Volume
---- ----------------- ---------------
280.25p 293,280
------------------------------------- ----------------- ---------------
d) Aggregated information
----
- Aggregated volume 293,280
- Price 280.25p
e) Date of the transaction 26 April 2018
---- -------------------------------- --------------------------------------
f) Place of the transaction London Stock Exchange, AIM
Market (XLON)
---- -------------------------------- --------------------------------------
DISCLAIMER
This announcement and the information contained herein may not
be published, distributed or transmitted, directly or indirectly,
in the United States (including its territories and possessions),
Canada, Australia, Japan or the Republic of South Africa or any
other jurisdiction where such an announcement would be unlawful.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement and the information contained herein are for
information purposes only and do not constitute or form part of any
offer of securities for sale or a solicitation of an offer to
purchase securities in the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, the
Republic of South Africa or Japan or of any other jurisdiction. The
Placing Shares may not be offered or sold in the United States
unless registered under the US Securities Act or offered in a
transaction exempt from, or not subject to, the registration
requirements of the US Securities Act and the securities laws of
any relevant state or other jurisdiction of the United States.
There will be no public offering of the Placing Shares in the
United States or elsewhere.
In the United Kingdom, this announcement is only directed at
persons who are qualified investors (as defined below) and (i) are
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (ii) are persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). This announcement is directed
only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
In member states of the European Economic Area (EEA) which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive. For these purposes,
the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken that would permit an offering of
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions. No
prospectus or offering document has been or will be prepared in
connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Sellers, Peel Hunt LLP or any of their respective affiliates.
Peel Hunt LLP is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. The Bookrunner is acting
only for the Seller in connection with the Placing and will not be
responsible to anyone other than the Sellers for providing the
protections offered to their respective clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
In connection with any offering of the Placing Shares, Peel Hunt
LLP and/or any of its affiliates may take up a portion of the
securities in the offering as a principal position and in that
capacity may retain, purchase or sell for their own account such
securities. Peel Hunt LLP do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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