TIDMBRK
RNS Number : 4321W
Peel Hunt LLP
27 April 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR RELEASE, PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR TO US PERSONS. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR AUSTRALIA.
27 April 2016
Brooks Macdonald Group plc
("Brooks Macdonald")
Intended sale of ordinary shares by Directors
(the "Placing")
Peel Hunt LLP ("Peel Hunt") announces that Richard Spencer, a
Director of Brooks Macdonald, intends to sell up to 550,000
ordinary shares in Brooks Macdonald ("Ordinary Shares"). In
addition Simon Wombwell, also a Director of Brooks Macdonald,
intends to sell 35,000 Ordinary Shares. The combined total of up to
585,000 shares (the "Placing Shares") represents approximately 4.3
per cent. of the Company's issued share capital.
Assuming that the Placing is completed in full, Richard Spencer
and Simon Wombwell (together the "Vendors") will retain beneficial
interests in 1.7 per cent. and 0.4 per cent. respectively of the
issued ordinary share capital of the Company.
Richard Spencer has agreed to a lock-in arrangement in relation
to the balance of his Ordinary Shares which will last until the
first anniversary of the completion of the Placing.
The Placing will be conducted by means of an accelerated book
build secondary placing to institutional investors. Peel Hunt has
been appointed as sole bookrunner in respect of the Placing. The
books of the Placing will open with immediate effect. The final
price at which the Placing Shares are to be sold will be agreed by
Peel Hunt and the Vendors at the close of the book build process.
The results of the Placing will be announced as soon as practicable
thereafter. The Placing Shares are expected to be sold on a T+2
basis.
The timing of the closing of the books will be at the absolute
discretion of Peel Hunt and the Vendors.
In relation to the Placing, Richard Spencer makes the following
statement:
"I have held a substantial interest in Brooks Macdonald since
co-founding the company in 1991. It is now appropriate to diversify
my personal financial risk profile whilst retaining a significant
shareholding in Brooks Macdonald. I remain committed to the Group
in my role as Chief Investment Officer and continue to have every
confidence in the Group's prospects."
Contacts
Peel Hunt LLP
ECM
Al Rae 020 7418 8914
Edward Fox 020 7418 8972
Corporate
Adrian Haxby
Guy Wiehahn 020 7418 8900
MHP Communications
Reg Hoare / Giles Robinson
/ Charlie Barker 020 3128 8100
IMPORTANT ANNOUNCEMENT
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED
INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT
PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER (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.
The information contained in this Announcement is restricted and
is not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from the United States
(including its territories and possessions), any state of the
United States and the District of Columbia, collectively the
"United States") Australia, Canada, Japan or the Republic of South
Africa or any jurisdiction in which the same would be unlawful.
The Placing Shares have not been, and will not be, registered
under the US 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
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 State or other jurisdiction of the
United States. There will be no public offering of securities in
the United States or elsewhere.
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 Vendors, Peel Hunt, or any of
Peel Hunts's 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 Peel
Hunt to inform themselves about and to observe any such
restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This Announcement has been issued by, and is the sole
responsibility of Brooks Macdonald. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Peel
Hunt or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Peel Hunt is acting for the Vendors only in connection with the
Placing, and no one else, and will not be responsible to anyone
other than to the Vendors for providing the protections offered to
clients of Peel Hunt nor for providing advice in relation to the
Placing. Peel Hunt is authorised by the Financial Conduct Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority. This statement does not seek to limit or
exclude responsibilities or liabilities which may arise under the
FSMA or the regulatory regime established thereunder.
Neither the content of Brooks Macdonald's website nor any
website accessible by hyperlinks on the Brooks Macdonald's website
is incorporated in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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April 27, 2016 02:01 ET (06:01 GMT)
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