TIDMMCLS
RNS Number : 1105K
McColl's Retail Group plc
31 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR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.
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. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE
PROSPECTUS ARE AVAILABLE AT HTTPS://WWW.MCCOLLSPLC.CO.UK
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 August 2021
McColl's Retail Group plc
("McColl's", the "Company", or the "Group")
Result of Open Offer
On 12 and 13 August 2021 the Company announced details of a
proposed Firm Placing and Open Offer (the "Capital Raising") to
raise gross proceeds of up to GBP35 million. GBP30.0 million of the
Capital Raising was conducted by way of a Firm Placing of
150,000,000 Firm Placing Shares at the Offer Price of 20 pence per
share. A combined circular and prospectus was published on 13
August 2021 setting out details of the Open Offer.
The Company is pleased to announce the results of the Open Offer
which closed for acceptances at 11 a.m. on 27 August 2021.
The Company has received valid acceptances from Qualifying
Shareholders under their basic Open Offer Entitlements in respect
of 9,273,646 Open Offer Shares, representing approximately 37 per
cent of the Open Offer Shares available pursuant to the Open Offer
(following any fractional entitlements being discarded). In
addition, the Company has received applications from Qualifying
Shareholders under the Excess Application Facility in respect of
5,733,183 Open Offer Shares.
Accordingly, a total of 15,006,829 Open Offer Shares have been
accepted or applied for under the Open Offer, including the Excess
Application Facility, representing 60 per cent. of the Open Offer
Shares.
Qualifying Shareholders who have validly applied for Open Offer
Shares will receive their full Open Offer Entitlement. Applications
under the Excess Application Facility will be satisfied in full and
in accordance with the terms set out in the Prospectus.
The Company has therefore raised gross proceeds of approximately
GBP3.0 million through the Open Offer. A total of 165,006,829 New
Ordinary Shares will be issued at the Offer Price (subject to the
conditions noted below), of which 15,006,829 New Ordinary Shares
will be issued pursuant to the Open Offer and 150,000,000 New
Ordinary Shares will be issued pursuant to the Firm Placing.
The Capital Raising remains conditional, inter alia, upon:
-- the passing of the Resolutions (as set out in the Notice of
General Meeting) at the General Meeting on 1 September 2021;
-- the Placing and Sponsor Agreement having become unconditional
in all respects, save for the condition relating to Admission, and
not having been terminated in accordance with its terms before
Admission occurs; and
-- Admission having become effective by not later than 8.00 a.m.
on 6 September 2021 (or such later date as the Company and Joint
Bookrunners may agree, being not later than 8.00 a.m. 20 September
2021).
If any of the conditions are not satisfied or, if applicable,
waived, then the Capital Raising will not take place.
The Company will announce the results of the General Meeting as
soon as practicable after the meeting concludes.
Defined terms in this announcement bear the same meanings as in
the announcements made by the Company on 12 and 13 August 2021.
Admission
Application has been made to the Financial Conduct Authority for
the New Ordinary Shares to be admitted to the premium listing
segment of the Official List and to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading on its Main
Market for listed securities. It is expected that Admission will
become effective, and that dealings in the New Ordinary Shares will
commence, at 8.00 a.m. on 6 September 2021 (or such later date as
the Company and the Joint Bookrunners may agree, being not later
than 8.00 a.m. on 20 September 2021).
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares.
Total Voting Rights
On 6 September 2021, subject to satisfaction of the conditions
and following admission of the New Ordinary Shares, the Company's
enlarged issued share capital shall comprise 280,311,229 Ordinary
Shares with voting rights in the Company. 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 in the interest in, the share capital of the
Company under the Financial Conduct Authority'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) Oliver Cardigan
Limited Edward Walsh
Sponsor and Joint 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
LEI: 213800R1TLR536P8YJ67
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END
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