TIDMGTLY
RNS Number : 0268R
Gateley (Holdings) PLC
25 February 2019
THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF GATELEY (HOLDINGS) PLC IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Gateley (Holdings) Plc
('Gateley' or the 'Group')
Result of secondary Placing
Gateley (AIM: GTLY), the law led professional services group,
announces that further to the announcement on 22 February 2019, the
Bookrunners have successfully sold, on behalf of the Selling
Shareholders, a total of 4,000,000 Ordinary Shares at a price of
150 pence per Ordinary Share for which there was significantly more
demand. The Placing Shares represent, in aggregate, 3.6 per cent.
of the total issued share capital of the Company. For the avoidance
of doubt, the Company will not receive any proceeds from the
Placing.
Director and PDMR Dealings
The below listed PDMRs, together with their connected persons
sold, in aggregate, 1,287,179 Ordinary Shares. Their resultant
interests in the Company are:
Name Number of Ordinary Resultant shareholding % of total issued
Shares sold share capital
Michael Ward 164,450 2,466,754 2.23%
------------------- ----------------------- ------------------
Peter Davies 178,900 2,481,204 2.24%
------------------- ----------------------- ------------------
Neil Smith 93,854 480,846 0.43%
------------------- ----------------------- ------------------
Paul Hayward 164,900 2,467,204 2.23%
------------------- ----------------------- ------------------
Callum Nuttall 144,954 2,174,303 1.96%
------------------- ----------------------- ------------------
Rod Waldie 98,670 1,480,052 1.34%
------------------- ----------------------- ------------------
Victoria Walker 63,294 577,483 0.52%
------------------- ----------------------- ------------------
Nick Smith 167,031 1,274,667 1.15%
------------------- ----------------------- ------------------
Katie Chester 12,900 207,445 0.19%
------------------- ----------------------- ------------------
Christopher Thompson 8,343 144,000 0.13%
------------------- ----------------------- ------------------
Thomas Durrant 31,648 504,896 0.46%
------------------- ----------------------- ------------------
Rebecca Grisewood 94,941 1,424,104 1.28%
------------------- ----------------------- ------------------
Mark Halliwell 63,294 949,403 0.86%
------------------- ----------------------- ------------------
Michael Ward, CEO of Gateley said:
"As a result of strong institutional investor demand following
our recent results, our employees have today placed 4,000,000
shares with both existing shareholders and a significant number of
new shareholders. Our newly broadened share register provides a
strong and supportive base from which we can continue to grow our
business and we welcome new holders onto our register and thank our
existing investors for their continued support.
"In order to satisfy this strong demand, certain of the
Directors and employees have, through the Placing, reduced their
shareholdings, thereby increasing the Company's free float and
spread of institutional investors.
"The Placing is consistent with our orderly approach to
broadening of the share register since IPO and we fully intend to
maintain the same level of discipline and control going
forward..
"The Board is also reviewing the Company's existing employee
share incentivisation arrangements with a view to simplifying the
current schemes, and will update the market in due course.
The Group is on track to deliver full year earnings in line with
market forecasts, which were raised following the positive Trading
Update announced on 23 November 2018, with revenues of not less
than GBP102m and EBITDA margins in H2 19 not less than those
achieved previously."
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Company's announcement made at 12.44 p.m. on 22 February 2019.
Gateley (Holdings) Plc
Neil Smith, Finance Director +44 121 234 0196
Nick Smith, Acquisitions Director and Head
of Investor Relations +44 20 7653 1665
Cara Zachariou, Head of Corporate Communications +44 121 234 0074
or
+44 7703 684 946
finnCap - Nominated adviser and Joint broker +44 20 7220 0575
Matt Goode, James Thompson (Corporate Finance)
Andrew Burdis (Corporate Broking)
N+1 Singer - Joint broker
Richard Lindley, Peter Steel (Corporate
Finance) +44 20 7496 3100
Rachel Hayes (Corporate Broking)
Belvedere Communications Limited - Financial
PR adviser +44 7967 816 525
Cat Valentine, Keeley Clarke, Llew Angus
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 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 IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF GATELEY (HOLDINGS) PLC IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the 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.
The Placing Shares 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 the
Selling Shareholders, finnCap, N+1 Singer 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),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
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 Selling Shareholders, finnCap,
N+1 Singer 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 by the Selling Shareholders,
finnCap and N+1 Singer to inform themselves about and to observe
any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, finnCap, N+1 Singer or any
of their respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, finnCap, N+1 Singer or any of
their respective directors, partners, officers, employees, advisers
or any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by
Financial Services and Markets Act 2000 ("FSMA"), any liability
therefore is expressly disclaimed. Any other person in receipt of
this announcement should seek their own independent legal,
investment and tax advice as they see fit.
N+1 Singer, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of N+1 Singer, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on N+1 Singer by
FSMA, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own
independent legal, investment and tax advice as they see fit.
In connection with the Placing, N+1 Singer and any of its
affiliates, acting as investors for their own accounts, may take up
a portion of the Placing Shares in the Placing as a principal
position, and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in the Placing Shares
and other securities of the Company or related investments and may
offer or sell such Placing Shares or other investments otherwise
than in connection with the Placing. Accordingly, references in
this announcement to the Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any offer,
acquisition, placing or dealing in the Placing Shares by, N+1
Singer and any of its affiliates acting as an investor for their
own accounts. In addition, N+1 Singer or its affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which N+1 Singer (or its affiliates) may from time
to time acquire, hold or dispose of ordinary shares in the Company.
Neither N+1 Singer nor any of its affiliates intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part 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
MSCLELFLKLFBBBE
(END) Dow Jones Newswires
February 25, 2019 07:08 ET (12:08 GMT)
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