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RNS Number : 4494L
Gresham House PLC
10 September 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018 AND CERTAIN OTHER ENACTING MEASURES ("UK MAR").
FOR IMMEDIATE RELEASE
10 September 2021
Gresham House PLC
Results of Placing and PrimaryBid Offer
Gresham House (AIM:GHE), the specialist alternative asset
manager, announces the successful completion of the Placing
announced earlier today (the "Placing Announcement") as well as the
concurrent Retail Offer (together the "Fundraise"). Both the
Placing and Retail Offer were significantly oversubscribed.
A total of 4,395,604 Placing Shares of 25 pence each have been
conditionally placed by Canaccord Genuity Limited ("Canaccord") and
Jefferies International Limited ("Jefferies") with certain existing
and new institutional investors at an issue price of 910 pence per
share (the "Placing Price").
In addition, retail investors have subscribed via the PrimaryBid
platform (the "PrimaryBid Offer") for a total of 219,780 new
Ordinary Shares of 25 pence each (the "Retail Shares") at the
Placing Price.
In aggregate, the Fundraise comprises 4,615,384 new Ordinary
Shares, representing approximately 14.01% of the existing Ordinary
Shares (prior to the Fundraise), and will raise gross proceeds of
approximately GBP42 million. The Company expects the net proceeds
of the Placing after fees and expenses to be approximately GBP40.2
million.
The Placing Price of 910 pence represents a discount of
approximately 2.15% to the closing price on 9 September 2020, the
last practicable day prior to the completion of the Placing.
Applications will be made to the London Stock Exchange for the
Placing Shares and Retail Shares, to be issued pursuant to the
Placing and PrimaryBid Offer, to be admitted to trading on AIM. The
Placing Shares and Retail Shares will be issued credited as fully
paid and will rank pari passu with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
such shares after the date of their issue.
It is expected that admission of the Cash Placing Shares and
Retail Shares to trading on AIM ("First Admission") will become
effective and that dealings in the Cash Placing Shares and Retail
Shares will commence on AIM at 8.00 a.m. on 17 September 2021.
Following the First Admission, the Company will have a total of
35,363,457 Ordinary Shares in issue. With effect from the First
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
It is expected that admission of the Consideration Shares
(including the Vendor Placing Shares) to trading on AIM ("Second
Admission") will become effective and that dealings in the Vendor
Placing Shares will commence on AIM at 8.00 a.m. on 30 September
2021. The Vendor Placing is conditional upon, inter alia,
completion of the Acquisition and Second Admission occurring on 30
September 2021 (or such later date as may be agreed between the
Company and the Banks, being no later than 15 October 2021).
Following the Second Admission, the Company will have a total of
38,000,819 Ordinary Shares in issue. With effect from the Second
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Related Party Participation
As part of the Placing, Simon Stilwell, a Director of the
Company, has agreed to subscribe for 11,000 Placing Shares at the
Placing Price. Mr Stilwell's resultant shareholding in the Company
will be 16,000 Ordinary Shares, representing 0.04% of the enlarged
share capital of the Company following Second Admission.
Mr Stilwell is considered a "related party" (as defined by the
AIM Rules) of the Company by virtue of being a director. The
Directors (excluding Mr Stilwell) consider, having consulted with
Canaccord Genuity, the Company's Nominated Adviser for the purposes
of the AIM Rules, that the terms of the related party subscription
set out above are fair and reasonable insofar as the shareholders
of the Company are concerned.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of the Market Abuse Regulation (EU 596/2014), which
is part of the laws of England and Wales by virtue of the EUWA and
certain other enacting measures ("UK MAR"). Upon the publication of
this announcement via a Regulatory Information Service this inside
information is now considered to be in the public domain.
- Ends -
For information contact:
Gresham House PLC
Anthony Dalwood, Chief Executive +44 (0)20 3837
Kevin Acton, Chief Financial Officer 6270
Canaccord Genuity Limited - Nominated Adviser, Joint
Global Co-Ordinator, Bookrunner and Broker
Bobbie Hilliam +44 (0)20 7523
Georgina McCooke 8000
Jefferies International Limited - Joint Global Co-Ordinator,
Bookrunner and Broker
Paul Nicholls
Max Jones +44 (0)20 7029
Lee Morton 8000
Houston - PR Advisers
Alexander Clelland +44 (0)20 4529
Kay Larsen 0549
About Gresham House:
Gresham House is a specialist alternative asset management
group, dedicated to sustainable investments across a range of
strategies, with expertise across forestry, housing,
infrastructure, renewable energy and battery storage, public and
private equity.
Our origins stretch back to 1857, while our focus is on the
future and the long term. Quoted on the London Stock Exchange
(GHE:LN) we actively manage c.GBP4.7 billion of assets (as at 30
June 2021) on behalf of institutions, family offices, charities and
endowments, private individuals and their advisers. We act
responsibly within a culture of empowerment that encourages
individual flair and entrepreneurial thinking.
As a signatory to the UN-supported Principles for Responsible
Investment (PRI), our vision is to always make a positive social or
environmental impact, while delivering on our commitments to
shareholders, employees and investors.
www.greshamhouse.com
IMPORTANT NOTICES
No action has been taken by the Company, the Banks or any of its
or their respective Affiliates, or any of its or their respective
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Banks to
inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129 (the
"Prospectus Regulation") and the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union (Withdrawal
Act) 2018 ("UK Prospectus Regulation")) . Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Members of the public are not eligible to take part in the
Placing. In member states of the European Economic Area ("EEA"),
this announcement is directed only at and may only be communicated
to persons who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation ("qualified investors").
In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) order
2005 (the "order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the order; or (iii)
persons to whom it may otherwise lawfully be communicated
(together, "relevant persons"). Any investment or investment
activity to which the Announcement relates is only available to and
will only be engaged with in the member states of the EEA by
qualified investors and in the United Kingdom by relevant persons.
This announcement must not be acted on or relied on by persons in
member states of the EEA who are not qualified investors or by
persons in the United Kingdom who are not relevant persons.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
A prospectus has not been and will not be filed with any
securities regulator in Canada in connection with the sale of the
Placing Shares and the Placing Shares may not be offered or sold
within Canada except pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of Canadian
securities laws.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. 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 Australia, Canada,
the Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes'", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this announcement
may not occur. The forward-looking statements contained in this
announcement speak only as of the date of this announcement. The
Company, its Directors and the Banks each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the AIM Rules, UK MAR, the DTRs, the rules of
the London Stock Exchange or the Financial Conduct Authority
("FCA").
Canaccord Genuity Limited is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Jefferies
International Limited ("Jefferies") is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. Each of
Canaccord and Jefferies is acting exclusively for the Company, the
Sellers and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than the Company and the Sellers for providing the protections
afforded to the respective clients of Canaccord and Jefferies or
for providing advice in relation to the matters described in this
announcement. The responsibilities of Canaccord, as nominated
adviser, are owed solely to the London Stock Exchange plc and are
not owed to the Company or to any Director or any other person and
accordingly no duty of care is accepted in relation to them.
Neither Canaccord nor Jefferies is acting for the Company or any
other person with respect to the PrimaryBid Offer.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord, Jefferies or by any of its or their respective
Affiliates or any of its or their respective directors, officers,
employees, agents or advisers as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks and any of
their respective Affiliates may take up a portion of the shares of
the Company in the Placing as a principal position and in that
capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments
and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Banks or any of
their respective Affiliates acting in such capacity. In addition,
either of the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such Banks
or any of their respective Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Banks, or any of their
respective Affiliates, intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK target market assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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