Morses Club PLC Proposed secondary placing of existing shares (5512F)
February 21 2018 - 8:14AM
UK Regulatory
TIDMMCL
RNS Number : 5512F
Morses Club PLC
21 February 2018
21 February 2018
Morses Club PLC
Proposed secondary placing of existing shares
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or in any
other jurisdiction in which offers or sales would be prohibited by
applicable law. Further, this announcement is not an offer to sell
or a solicitation to buy securities in any jurisdiction, including
the United States, Australia, Canada, Japan or Republic of South
Africa. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. In addition, market
soundings were taken in respect of the matters contained in this
announcement, with the result that certain persons became aware of
such inside information prior to the date of this announcement.
Upon the publication of this announcement, this inside information
is now considered to be in the public domain and such persons shall
therefore cease to be in possession of inside information.
Proposed secondary placing of existing shares in Morses Club
PLC
Morses Club PLC ("Morses Club", or the "Company") announces
today that, in response to interest from certain institutional
investors, it has been notified by Hay Wain Group Limited, formerly
Perpignon Limited ("Hay Wain") of its intention to sell no less
than 15 million ordinary shares of the Company (the "Placing
Shares"), representing approximately 11.6 per cent. of the
Company's existing issued ordinary share capital, through a placing
to institutional investors (the "Placing"). The price at which the
Placing Shares are to be placed will be 130 pence per ordinary
share.
The Placing Shares will be offered to institutional investors
through an accelerated bookbuild to be carried out by Panmure
Gordon (UK) Ltd ("Panmure Gordon") and finnCap Ltd ("finnCap")
acting as joint bookrunners (the "Offering"). The books for the
Offering will open with immediate effect.
Hay Wain currently holds approximately 66.05 million ordinary
shares in the Company, representing 51.0% of the Company's existing
issued ordinary share capital. Any of the Company's ordinary shares
held by Hay Wain following the Placing will be subject to a lock-up
which will end 90 days after completion of the Placing (subject to
waiver by Panmure Gordon and finnCap at their absolute discretion
as well as certain other limited exceptions).
The Placing is subject to demand, price and market conditions.
The timing of the close of the Offering and the basis of
distribution of the allocations are at the discretion of Hay Wain,
Panmure Gordon and finnCap. The details of the Placing will be
announced as soon as practicable after the close of the
bookbuilding process.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Enquiries:
Panmure Gordon (UK) Limited (Nomad Tel: +44 (0)
and Joint Broker) 20 7886 2500
Richard Gray / Fabien Holler
/ Atholl Tweedie (Corporate Finance)
Charles Leigh-Pemberton (Corporate
Broking)
finnCap Tel: +44 (0)
Jonny Franklin-Adams / Emily 20 7220 0500
Watts / Anthony Adams (Corporate
Finance)
Tim Redfern / Richard Chambers
(Corporate Broking)
Notes:
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by Hay Wain Group Limited, Panmure Gordon or by finnCap or any of
their respective affiliates that would permit an offering of the
Placing Shares or possession or distribution of this announcement
or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is
required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or 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 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 securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
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 ("Qualified
Investors"). 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. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) 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, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering, Panmure Gordon, finnCap and any
of their affiliates acting as an investor for their own account may
take up as a proprietary position any Placing Shares 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.
Panmure Gordon and finnCap 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.
Panmure Gordon and finnCap, which are authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting on behalf of Hay Wain and no one else in connection with any
offering of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to any of its
clients or for providing advice in relation to any offering of the
Placing Shares. Panmure Gordon and finnCap will not regard any
other person as their client in relation to the offering of the
Placing Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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