TIDMDPP
RNS Number : 2393J
DP Poland PLC
18 December 2020
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION 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 OR OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN DP POLAND 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 DP POLAND PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 THE MARKET ABUSE REGULATION (EU) NO. 596/2014
("MAR").
DP Poland plc
("DP Poland" or "the Company")
Result of Fundraising
Further to the announcement earlier today ("Launch
Announcement"), DP Poland is pleased to announce the completion of
an oversubscribed Placing of 19,965,361 New Shares and a
Subscription of 23,784,639 New Shares with certain existing and new
investors, at a price of 8 pence (the "Issue Price") raising a
total of GBP3.5 million before expenses. Additionally, 21,828,204
Sale Shares (comprising part of the 283,766,661 Consideration
Shares) have been successfully placed at the Issue Price equating
to GBP1.7 million (before expenses) sales proceeds for the benefit
of Malaccan Holdings.
Words and expressions used in this announcement shall, unless
specifically defined, have the same meanings as those contained in
the Launch Announcement.
The Placing is subject to the conditions set out in the Launch
Announcement, including (but not limited to) the passing of all of
the Resolutions at the General Meeting, completion of the
Acquisition and admission of the Placing Shares and Consideration
Shares to trading on AIM ("Admission").
The Placing Shares, Subscription Shares and Consideration Shares
represent approximately 3.4%, 4.1% and 48.8% of the company's
Enlarged Share Capital respectively, in aggregate 56.3%. The New
Shares will be issued and allotted credited as fully paid and will
rank pari passu with the Company's existing ordinary shares,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue.
Publication of Admission Document, Notice of General Meeting and
Restoration of trading on AIM
The Company expects to publish the Admission Document, which
includes a circular and a notice of general meeting, at the
beginning of next week.
Accordingly, upon publication of the Admission Document trading
in the Company's Existing Ordinary Shares on AIM will be restored
and a further announcement will be made in relation to this .
Capitalised terms in this announcement have the same meanings as
defined in the Launch of Placing Announcement released at 7.00 a.m.
today, unless otherwise stated.
The person responsible for arranging the release of this
announcement on behalf of the Company is Nick Donaldson,
Non-Executive Chairman.
Enquires:
DP Poland PLC Tel: +44 (0) 20 3393 6954
Nick Donaldson, Non-Executive Chairman
N+1 Singer (Nominated Adviser and Tel: +44 (0) 20 7496 3000
Broker)
Shaun Dobson / Will Goode / George
Tzimas / Amanda Gray
IMPORTANT NOTICES
Neither this Announcement (including the information contained
in them), nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the
United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Offer Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the " US
Securities Act "), or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or
other jurisdiction of the United States.
There is no intention to register any portion of the Fundraising
in the United States or to conduct any public offering of
securities in the United States or elsewhere. All offers of Offer
Shares will be made pursuant to an exemption under the Regulation
(EU) 2017/1129 (the " Prospectus Regulation ") as amended from time
to time from the requirement to produce a prospectus. No prospectus
will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance
with the Prospectus Regulation) to be published. Persons needing
advice should consult an independent financial adviser.
Members of the public are not eligible to take part in the
Fundraising. This Announcement is for information purposes only and
is directed only at persons whose ordinary activities involve them
in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a Member State of the Economic European Area (the "EEA" )
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation (" Qualified Investors "); or (b) if in the
United Kingdom, Qualified Investors who (i) are persons who have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the " Order "); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (c) are persons
to whom it may otherwise be lawfully communicated; (all such
persons referred to in (a), (b) and (c) above together being
referred to as " Relevant Persons "). 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 distribution of this Announcement and the offering of the
Offer Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or N+1 Singer or any of their
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents that would permit an offering of
such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and N+1 Singer to inform themselves about, and to observe,
such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended (" FSMA "), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by N+1 Singer or by any of
its partners, directors, officers, employees, advisers,
consultants, 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 any interested person or
their advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by N+1 Singer or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities,
if any, imposed on N+1 Singer by FSMA or by the regulator regime
established under it, no responsibility or liability is accepted by
N+1 Singer or any of its partners, directors, officers, employees,
advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the
Placing.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the transactions and arrangements described
in this Announcement and will not regard any other person (whether
or not a recipient of this Announcement) as a client in relation to
the transactions and arrangements described in this Announcement.
Neither N+1 Singer nor its partners, directors, officers,
employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the
protections afforded to clients of N+1 Singer or for providing
advice in connection with the contents of this Announcement or for
any other matters referred to herein.
Cautionary statements
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Offer Shares. Any investment
decisions to buy Offer Shares in the Placing must be made solely on
the basis of publicly available information, which has not been
independently verified by N+1 Singer.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Fundraising. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
The Offer Shares to be issued and/or purchased pursuant to the
Fundraising will not be admitted to trading on any stock exchange
other than AIM, a market operated by the London Stock Exchange
plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the " Target Market
Assessment "). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, N+1 Singer will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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