TIDMCER
RNS Number : 2877G
Cerillion PLC
25 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
25 May 2017
Cerillion plc
("Cerillion" or "the Company" or "the Group")
Proposed Director Placing
Cerillion, the billing, charging and customer relationship
management ("CRM") software solutions provider, announces that
certain Directors of the Company are proposing to sell ordinary
shares in the Company ("Ordinary Shares") as a result of investor
demand, and in order to broaden the shareholder base of the Company
and to increase liquidity in the Company's shares.
Louis Hall, CEO, Guy O'Connor, Senior Vice President for the
Americas, and Oliver Gilchrist, CFO, together (the "Executive
Directors") will together participate in a placing to sell up to
4,166,666 Ordinary Shares (the "Placing Shares") at 120 pence per
share (the "Placing"). The Placing Shares represent approximately
14.1% of the Company's current issued share capital. Assuming the
full amount of Placing Shares are sold, the Executive Directors
will hold 12,118,686 Ordinary Shares in aggregate representing
approximately 41.1% of the current issued share capital.
Shore Capital Stockbrokers Limited ("Shore Capital") is acting
as sole Bookrunner in relation to the Placing.
The Executive Directors will, on completion of the sale, enter
into a 12 month restriction on the sale of their Ordinary Shares
(the "Locked-in Parties"). The Locked-in Parties have entered into
irrevocable undertakings that they will not (and will procure,
insofar as they are able, that any of their associates will not)
dispose of any interest in ordinary shares for a period of 12
months following the Placing, save in certain very limited
circumstances or without the written consent of the Company and
Shore Capital.
This announcement contains inside information for the purposes
of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market
soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside
information, as permitted by MAR. That inside information is set
out in this announcement. Therefore, those persons that received
inside information in a market sounding are no longer in possession
of inside information relating to the Company and its
securities.
For further enquiries, please contact:
Cerillion plc c/o KTZ Communications
Louis Hall, CEO T: 020 3178 6378
Oliver Gilchrist, CFO
Shore Capital (Nomad and T: 020 7408 4090
Broker)
Bidhi Bhoma
Toby Gibbs
KTZ Communications T: 020 3178 6378
Katie Tzouliadis
Emma Pearson
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC (AND ANY AMMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING 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
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
The securities referred to herein 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 or of Canada,
Australia, South Africa or Japan. Such securities 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
otherwise 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 such securities in the United States or in any other
jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or 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 a criminal
offence in the United States.
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 any of
the Executive Directors, the Company, Shore Capital, or any of
their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. 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 comes 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.
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 by the Executive Directors, the
Company, Shore Capital, or any of their respective affiliates, that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of
this announcement or any other offering or publicity material
relating to the Placing Shares 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 applicable restrictions.
Shore Capital, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting only
for the Company and the Executive Directors in connection with the
Placing and will not be responsible to anyone other than the
Company and the Executive Directors for providing the protections
offered to the clients of Shore Capital, nor for providing advice
in relation to the Placing or any matters referred to in this
announcement.
Shore Capital and any of its respective affiliates acting as an
investor for its own account may participate in the offering on a
proprietary basis and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition they may
enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Shore Capital does 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 document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions or evolving business strategy. No assurances can be
given that the forward-looking statements in this document will be
realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual results or
otherwise
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUMAAUPMGAA
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