TIDMMCLS
RNS Number : 5224I
McColl's Retail Group plc
13 August 2021
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MCCOLL'S RETAIL GROUP PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MCCOLL'S
RETAIL GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
13 August 2021
McColl's Retail Group plc
("McColl's", the "Company", or the "Group")
Successful completion of Accelerated Bookbuild
Further to the Company's announcement on 12 August 2021
regarding the proposed GBP35 million Capital Raising (the "Launch
Announcement"), the Company is pleased to announce the successful
completion of the bookbuilding process for the Firm Placing (the
"Bookbuild"), which has now closed. The Company has conditionally
placed 150,000,000 New Ordinary Shares at the Offer Price of 20
pence per share (the "Offer Price"), raising gross proceeds of
approximately GBP30 million. The Offer Price represents a discount
of 31.03 per cent. to the Closing Price of 29 pence per Ordinary
Share on 11 August 2021 (being the last Business Day before the
Launch Announcement).
Defined terms in this announcement shall have the meaning given
to them in the Launch Announcement.
Capital Raise Highlights
-- Firm Placees have agreed to subscribe for 150,000,000 Firm
Placing Shares at the Offer Price raising GBP30 million before
expenses.
-- Each of the Director's participated in the Firm Placing and
together the Directors have agreed to subscribe approximately
GBP3.19 million in aggregate for 15,950,000 New Ordinary Shares via
the Firm Placing at the Offer Price.
As described in the Launch Announcement, the net proceeds of the
Firm Placing of GBP27.3 million together with the proceeds from the
Open Offer will be used to:
1. Increase the number, and accelerate the pace of rollout, of
Morrisons Daily stores, from 56 to 350 by the end of the financial
year ending November 2022 (an increase of 50 stores against the
Group's previous target of 300 stores by the end of December
2023);
2. Improve the grocery infrastructure in the Morrisons Daily
sites, thus enhancing the standard of the refit and expanding the
chilled offer with more refrigeration, adding further profit
potential;
3. Further invest in the store estate, including the potential
to extend the rollout of Morrisons Daily beyond 350 stores; and
4. To reduce the Group's financial leverage.
The Firm Placing Shares represent approximately 130.1 per cent.
of the Existing Ordinary Shares of the Company and approximately
56.5 per cent. of the issued share capital of the Company as
enlarged by the Firm Placing (excluding the impact of the Open
Offer).
Jonathan Miller, Chief Executive, said : "Today's successful
capital raise represents a transformational opportunity to
accelerate our strategy and capitalise on the growth opportunity
available to us in food-led convenience. On behalf of the Board, I
would like to thank our existing shareholders for their ongoing
support and welcome all new shareholders in the Company."
General Meeting
Completion of the Capital Raising is conditional upon, inter
alia, approval by Shareholders the Resolutions to be proposed at a
General Meeting expected to be held at 11.00 at Ground Floor West,
One London Road, Brentwood, Essex, England, CM14 4QW on 1 September
2021.
Directors' participation in the Firm Placing
The following Directors have agreed to subscribe for in
aggregate 15,950,000 New Ordinary Shares at the Offer Price in the
Firm Placing as follows:
Director Number of Aggregate subscription
Firm Placing amount (GBP)
Shares
Jonathan Miller 15,000,000 3,000,000
Angus Porter 150,000 30,000
Giles David 200,000 40,000
Georgina Harvey 25,000 5,000
Jens Hofma 150,000 30,000
Dominic Lavelle 150,000 30,000
Benedict Smith 150,000 30,000
Richard Crampton 125,000 25,000
Related Party Transactions
Jonathan Miller
The subscription by Jonathan Miller for 15,000,000 New Ordinary
Shares at the Offer Price for the total amount of GBP3,000,000
constitutes a related party transaction for the purposes of
paragraph 11.1.7 of the Listing Rules and, consequently, such
subscription requires Shareholder approval under the Listing Rules
which will be sought at the General Meeting. Jonathan Miller is not
entitled to vote on the Fourth Resolution at the General Meeting
and has taken all reasonable steps to ensure that his associates do
not vote on the Fourth Resolution.
Each Director's subscription (other than Jonathan Miller's)
constitutes a smaller related party transaction for the purposes of
paragraph 11.1.10 of the Listing Rules.
Aberforth
Aberforth Partners LLP, in its capacity as discretionary fund
manager on behalf of its clients, ("Aberforth") is a related party
of the Company for the purposes of the Listing Rules as it is a
substantial shareholder of the Company which is entitled to
exercise, or control the exercise of, approximately 11.94 per cent.
of the votes able to be cast at general meetings of the Company.
Aberforth agreed to subscribe for 25,000,000 Firm Placing Shares in
the Firm Placing at the Offer Price, equating to GBP5,000,000
million in aggregate. Accordingly, the issue of such New Ordinary
Shares to Aberforth is a transaction of sufficient size to require
Shareholder approval under the Listing Rules as Aberforth is a
related party. Such shareholder approval will be sought at the
General Meeting and Aberforth and its affiliates will not vote on
the Fifth Resolution. Any New Ordinary Shares issued to Aberforth
as a result of it taking up its Open Offer Entitlements are exempt
from the rules regarding related party transactions under chapter
11 of the Listing Rules.
Open Offer
As described in the Launch Announcement, the Company is
providing all Qualifying Shareholders with the opportunity to
subscribe for an aggregate of up to 25,000,000 Open Offer Shares at
the Offer Price, on and subject to the terms and conditions of the
Open Offer, pro rata to their holdings of Existing Ordinary Shares,
on the basis of:
3 Open Offer Shares at the Offer Price for every 14 Existing
Ordinary Shares held at the Record Date
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) through
the Excess Application Facility.
The Company intends to publish the Prospectus, containing
relevant information regarding the Open Offer and incorporating the
Notice of General Meeting later today and Shareholders should read
the Prospectus in full before making any application for Open Offer
Shares and/or Excess Open Offer Shares.
The Firm Placing and Open Offer are conditional, inter alia,
upon:
(i) all of the Resolutions being passed by the Shareholders
without material amendment at the General Meeting;
(ii) the Placing and Sponsor Agreement becoming or being
declared unconditional in all respects (save in respect of
Admission) and not having been terminated in accordance with its
terms prior to Admission; and
(iii) Admission becoming effective by no later than 8.00 a.m. on
6 September 2021 (or such later time and/or date as the Company and
the Joint Bookrunners may determine).
If any of the conditions are not satisfied or, if applicable,
waived, then the Firm Placing and Open Offer will not proceed.
Admission
Applications will be made to the FCA for admission of the New
Ordinary Shares to listing on the premium listing segment of the
Official List of the FCA and to the London Stock Exchange for
admission of the New Ordinary Shares to trading on its main market
for listed securities. Subject to the conditions above being
satisfied, it is expected that Admission will become effective on 6
September 2021 and that dealings for normal settlement in the New
Ordinary Shares will commence at 8.00 a.m. on the same day.
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on the Existing Ordinary
Shares by reference to a record date on or after Admission.
Total Voting Rights
On 6 September 2021, following admission of the New Ordinary
Shares, the Company's enlarged issued share capital will comprise
of 290,304,400 Ordinary Shares with voting rights in the Company
assuming full take up occurs under the Open Offer. This figure may
be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in the interest in, the share
capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Enquiries :
For further information, please contact:
Analyst & Investors: Tej Randhawa, McColl's +44 (0)1277 372916
Media: Ed Young, Headland +44 (0)203 805 4822
Rob Walker, Headland mccolls@headlandconsultancy.com
Charlie Twigg, Headland
Panmure Gordon (UK)
Limited Oliver Cardigan
Sponsor and Joint Edward Walsh
bookrunner Rupert Dearden +44 (0)203 886 2500
Singer Capital Markets Shaun Dobson
Securities Limited Hannah Woodley
Joint bookrunner Alex Bond +44 (0)20 7496 3000
EXPECTED TIMETABLE OF PRINCIPLE EVENTS
Record Date for entitlements under 6.00 p.m. on Tuesday 10
the Open Offer August 2021
Publication and posting of the Prospectus, Friday 13 August 2021
Form of Proxy and Application Form
Ex Entitlements Date for the Open 8.00 a.m. on Friday 13
Offer August 2021
Open Offer Entitlements credited As soon as possible after
to stock accounts of Qualifying CREST 8.00 a.m. on Monday 16
Shareholders in CREST August 2021
Recommended latest time for requesting 4.30 p.m. on Monday 23
withdrawal of Open Offer Entitlements August 2021
from CREST (i.e. if your Open Offer
Entitlements are in CREST and you
wish to convert them to certificated
form)
Latest time and date for depositing 3.00 p.m. on Tuesday 24
Open Offer Entitlements into CREST August 2021
Latest time and date for splitting 3.00 p.m. on Wednesday
of Application Forms (to satisfy 25 August 2021
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on Friday 27
of completed Application Forms and August 2021
payment in full under the Open Offer
or settlement of relevant CREST instruction
(as appropriate)
Latest time and date for receipt 11.00 a.m. on Monday 30
of Forms of Proxy or electronic proxy August 2021
appointments
General Meeting 11.00 a.m. on Wednesday
1 September 2021
Announcement of the results of the Wednesday 1 September
General Meeting 2021
Admissions and commencement of dealings By 8.00 a.m. on Monday
in New Ordinary Shares issued pursuant 6 September 2021
to the Capital Raising
New Ordinary Shares credited to CREST Soon after 8.00 a.m. on
accounts (uncertificated holders Monday 6 September 2021
only)
Expected dispatch of definitive share Within ten Business Days
certificates (where applicable) of Admission
CAPITAL RAISE STATISTICS
Closing Price of the Existing Ordinary 29 pence
Shares(1)
Offer Price per New Ordinary Share 20 pence
Discount of Offer Price to Closing Price(1) 31.03 per cent.
Number of Existing Ordinary Shares 115,304,400
Number of New Ordinary Shares to be issued
pursuant to the Capital Raising(2) 175,000,000
Number of New Ordinary Shares to be issued
pursuant to the Firm Placing 150,000,000
Maximum number of New Ordinary Shares to
be issued pursuant to the Open Offer 25,000,000
Number of Ordinary Shares in issue immediately
following the Capital Raising(2)(3) 290,304,400
Firm Placing Shares as a percentage of
the Enlarged Share Capital following completion
of
the Capital Raising(2)(3) 56.5
Open Offer Shares as a percentage of the
Enlarged Share Capital following completion
of the Capital Raising 8.6%
New Ordinary Shares as a percentage of 60.3 per cent.
the Enlarged Share Capital following completion
of the Capital Raising (2)(3)
Gross proceeds of the Capital Raising (approximately)(2) GBP35.0 million
Estimated net proceeds of the Capital Raising GBP32.7 million
(approximately)(2)
Notes:
(1) The Closing Price on the London Stock Exchange on 11 August
2021 being the last Business Day prior to the announcement of the
Capital Raising
(2) On the assumption that the maximum number of Open Offer
Shares made available under the Open Offer are issued.
(3) On the assumption that no further Ordinary Shares are issued
from the date of this document until completion of the Capital
Raising other than the New Ordinary Shares. The actual number of
New Ordinary Shares may be subject to rounding to eliminate
fractions.
Important Information
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful. No public offering of the securities referred to herein
is being made in any such jurisdiction or elsewhere.
The securities referred to herein 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 may not be offered or
sold in the United States, except pursuant to an exemption from the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the New
Ordinary Shares is being made in the United States.
Notes to editors
McColl's is a leading neighbourhood retailer, with an estate of
over 1,200 managed convenience stores and newsagents. We operate
McColl's and Morrisons Daily branded convenience stores as well as
newsagents branded Martin's across the UK, except in Scotland where
we operate under our heritage brand, RS McColl.
LEI: 213800R1TLR536P8YJ67
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