TIDMDPP
RNS Number : 4148J
DP Poland PLC
21 December 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR")
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
DP Poland plc
("DP Poland" or "the Company")
Publication of Admission Document, Notice of General Meeting,
Related Party Transaction and Restoration of trading on AIM
Further to the announcement on 18 December 2020, DP Poland
announces that the Admission Document, which includes a circular
and a notice of general meeting which is being convened for 10.00
a.m. on 7 January 2021, has been published and is expected to be
posted to Shareholders later today. The Admission Document is
available to view on the Company's website at
https://dppoland.com/2015/aim-26-data/.
Accordingly, trading in the Company's Existing Ordinary Shares
on AIM will resume today at 3.30 p.m. .
Shareholders are reminded that in light of the current COVID-19
pandemic, no shareholders will be permitted to attend the General
Meeting and instead should appoint the Chairman of the meeting as
their proxy (either electronically or by post) with their voting
instructions.
Related party transactions
In connection with the Fundraising, certain shareholders, being
substantial shareholders in the Company as defined in the AIM
Rules, have conditionally agreed to participate in the Placing as
follows:
Shareholder Number % of Existing Number of Shareholding % of Enlarged
of Existing Ordinary New Shares following Issued Share
Ordinary Shares subscribed Admission Capital
Shares for on Admission
Pageant Holdings 45,019,413 17.73 9,383,331 54,402,744 9.36
------------- -------------- ------------ ------------- --------------
Canaccord Genuity
Group Inc. 30,289,471 11.93 5,915,550 36,205,021 6.23
------------- -------------- ------------ ------------- --------------
The participation by Pageant Holdings and Canaccord Genuity
Group in the Placing are deemed to be related party transactions
pursuant to rule 13 of the AIM Rules for Companies. The Directors,
having consulted with the Company's Nominated Adviser, N+1 Singer,
consider the terms of these transactions are fair and reasonable
insofar as Shareholders are concerned.
Admission
Application will be made for the Enlarged Share Capital of
581,485,754 Ordinary Shares, comprising the 253,969,093 Existing
Ordinary Shares, the 43,750,000 New Shares and the 283,766,661
Consideration Shares, to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Enlarged Issued Share Capital will commence at 8.00 a.m. on 8
January 2021. The trade date for the Placing is 5 January 2021 and
settlement is expected to occur on 8 January 2021.
Following Admission of the New Shares, the Company's issued
ordinary share capital will consist of 581,485,754 ordinary shares,
with the right to one vote each. The Company will hold no ordinary
shares in treasury. Therefore, the total number of ordinary shares
and voting rights in the Company will be 581,485,754. With effect
from Admission, 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 to their interest in, the share capital of the Company under
the Company's Articles of Association.
On Admission, the Company will have a market capitalisation of
approximately GBP 46.5 million at the Issue Price. The ISIN number
of the Ordinary Shares is and from Admission, will continue to be,
GB00B3Q74M51 and the Company's TIDM is "DPP".
Capitalised terms in this announcement have the same meanings as
defined in the Launch of Placing Announcement released at 7.00 a.m.
on 18 December 2020, unless otherwise stated.
The person responsible for arranging the release of this
announcement on behalf of the Company is Nick Donaldson,
Non-Executive Chairman.
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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