TIDMGLE
RNS Number : 2477J
MJ Gleeson PLC
08 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
MJ Gleeson Plc ("MJ Gleeson", the "Company" or the "Group")
Results of Placing
The board of MJ Gleeson, the low-cost housebuilder and strategic
land specialist, is pleased to announce the successful completion
of the placing announced earlier today (the "Placing").
A total of 2,730,100 new ordinary shares of 2 pence each (the
"New Ordinary Shares") were placed by Liberum Capital Limited
("Liberum") at a price of 600 pence per share (the "Placing Price")
to certain existing shareholders and other high-quality
institutional investors, raising approximately GBP16.4 million
gross proceeds.
The Placing was conducted by way of an accelerated bookbuild
process and saw strong demand from existing and new investors.
Liberum acted as sole bookrunner on the Placing.
James Thomson (Chief Executive Officer), Stefan Allanson (Chief
Financial Officer), Andrew Coppel (Non-Executive Director) and
Fiona Goldsmith (Non-Executive Director) each participated in the
Placing, subscribing for 28,166 Placing Shares in aggregate.
Application has been made for admission of the New Ordinary
Shares to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the
London Stock Exchange plc's main market for listed securities
("Admission"). It is expected that Admission will take place and
that trading in the New Ordinary Shares will commence on 14 April
2020. The New Ordinary Shares will represent approximately 4.7% of
the enlarged issued share capital of the Company on Admission.
Following Admission of the New Ordinary Shares, the Company's
issued and fully paid share capital will consist of 58,067,535
ordinary shares of 2 pence each (the "Ordinary Shares"), each of
which carry one voting right per share. The Company does not hold
any Ordinary Shares in treasury. The figure of 58,067,535 Ordinary
Shares may be used by shareholders as the denominator for the
calculation 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 FCA's Disclosure Guidance and Transparency
Rules.
Smaller related party transaction
Harwood Capital LLP ( "Harwood Capital" ) has been a substantial
shareholder in the Company within the 12 months prior to this
announcement for the purposes of Chapter 11 of the FCA's Listing
Rules (the " Listing Rules "). Harwood Capital is, therefore,
considered to be a related party for the purposes of Chapter 11 of
the Listing Rules. Harwood Capital has subscribed for 300,000 New
Ordinary Shares in the Placing, equating to GBP1.80 million. Under
Listing Rule 11.1.10R, the participation in the Placing by Harwood
Capital constitutes a "smaller" related party transaction and as
such does not require the approval of independent ordinary
shareholders of the Company. The transaction falls within Listing
Rule 11.1.10R (smaller related party transactions) and this
announcement is made in accordance with Listing Rule
11.1.10R(2)(c).
Commenting on the Placing, James Thomson, Chief Executive
Officer, said:
"The money raised today will help position our Company, once
COVID-19 restrictions are lifted, to move quickly and support our
customers, many of whom are the key workers that continue to
provide an incredible service to our country, by supplying the much
needed high quality, low-cost homes that they deserve. We want
Gleeson to emerge, ready to take advantage of the positive market
fundamentals, to re-open and build-out our existing sites, continue
to deliver our high quality, low cost homes for our customers, the
majority of whom are first time buyers on low and average incomes,
and where possible accelerate new sites that we own and build out
our pipeline of sites and strategic land sales. Our 2, 3 and 4
bedroom homes are truly affordable and start at just GBP90,000.
Home ownership changes lives and we want to do our part alongside
Government to restart the housing industry and to get Britain
building again. We remain committed to our growth strategy which we
are confident will maximise both our sales and earnings for our
shareholders."
This announcement is released by MJ Gleeson plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
Upon the publication of this announcement, this information is
considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Stefan Allanson, Chief Financial
Officer.
Enquiries:
MJ Gleeson plc
James Thomson Chief Executive Officer
Stefan Allanson Chief Financial Officer 01142 612900
Liberum
Neil Patel
Richard Bootle
James Greenwood
Edward Phillips 020 3100 2222
N+1 Singer
Shaun Dobson
Rachel Hayes 020 7496 3000
Instinctif Partners 07771 860938
Mark Garraway 07814 379412
James Gray
IMPORTANT NOTICE
The distribution of this Announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
Announcement 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.
This Announcement does not contain or constitute an offer for
sale of, or the solicitation of an offer or an invitation to buy or
subscribe for, securities to any person in the United States,
Australia, Canada, South Africa or Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The offer
and sale of securities has not been and will not be registered
under the applicable securities laws of any state, province or
territory of the United States, Australia, Canada, South Africa, or
Japan. Subject to certain limited exceptions, securities may not be
offered or sold in Australia, Canada, South Africa, or Japan or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, South Africa, or Japan.
The securities referred to herein may not be offered or sold in
the United States except to "qualified institutional buyers" as
defined in, and in reliance on, Rule 144A under the U.S. Securities
Act of 1933 as amended (the "Securities Act") or another applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. All offers and
sales of securities outside of the United States will be made in
reliance on, and in compliance with, Regulation S under the
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States.
In the United Kingdom, this communication is directed only at
(i) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
(investment professionals) or (ii) persons falling within Article
43 of the Order (persons who are existing shareholders) or (iii)
persons falling within Article 49(2)(a) to (d) of the Order (high
net worth companies, unincorporated associations etc.) (all such
persons referred to above being "Relevant Persons"). Any investment
activity to which this communication relates will only be available
to and will only be engaged with Relevant Persons. By accepting
receipt of this communication, each recipient is deemed to confirm,
represent and warrant that they are a Relevant Person.
In any member state of the European Economic Area, this
communication is only addressed to and directed at "qualified
investors" in that Member State within the meaning of the
Prospectus Regulation ((EU) 2017/1129).
Liberum is authorised and regulated by the Financial Conduct
Authority. Liberum is acting exclusively for the Company and no one
else in connection with the Placing. Liberum will not regard any
other person as its client in relation to the subject matter of
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
None of the Company, Liberum or any of their respective
affiliates, directors, officers, employees, agents or advisers,
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has
been omitted from the Announcement) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this Announcement or its contents or
otherwise arising in connection therewith. The Company, Liberum and
their respective affiliates, directors, officers, employees, agents
or advisers accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each recipient should
consult his, her or its own legal adviser, financial adviser or tax
adviser for legal, financial or tax advice.
This Announcement may include 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 "targets", "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" 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 and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects,
growth or strategies and the industry in which it operates.
Forward-looking statements speak only as at the date they are made
and cannot be relied upon as a guide to future performance. Save as
required by law or regulation, the Company disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements in this Announcement that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROISSIFEAESSEFL
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April 08, 2020 08:16 ET (12:16 GMT)
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