TIDMDSCV
RNS Number : 3655W
discoverIE Group plc
16 April 2019
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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 ("RESTRICTED
JURISDICTIONS"). PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
16 April 2019
discoverIE Group plc ("discoverIE", the "Company")
Results of Placing
discoverIE is pleased to announce the successful completion of
the placing announced earlier today by the Company (the
"Placing").
Peel Hunt LLP ("Peel Hunt") and FinnCap Ltd ("FinnCap")
(together, the "Banks") have placed a total of 7,309,867 new
ordinary shares of five pence each in the share capital of the
Company (the "Placing Shares") at a price of 400 pence per Placing
Share (the "Placing Price"), raising gross proceeds of
approximately GBP29m. The Placing Price represents a discount of
3.85 per cent. to the closing price on 15 April 2019. The Placing
Shares being issued represent approximately 9.96 per cent. of the
issued share capital of the Company prior to the Placing.
Applications have been made for admission of the Placing Shares
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market of the London Stock Exchange (together "Admission"). It is
expected that Admission will take place at 8.00 a.m. on 18 April
2019 at which time dealings in the Placing Shares will
commence.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of five pence each in the share capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing
Shares.
The Placing is conditional upon, amongst other things, Admission
becoming effective by 8.00 a.m. on 18 April 2019 (or such later
time and/or date as Peel Hunt may agree with the Company) and the
placing agreement entered into by the Company and the Banks having
not been terminated in accordance with its terms before that
time.
Total voting rights
Following Admission becoming effective, the Company's issued
share capital will consist of 80,668,714 ordinary shares with
voting rights. Therefore, the total number of voting rights in the
Company will be 80,668,714. 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 Company under the
disclosure guidance issued by the FCA and the transparency rules
made by the FCA under section 89A(1) of the Financial Services and
Markets Act 2000, as amended ("FSMA") (together, the "Disclosure
Guidance and Transparency Rules").
Director participation
Certain Directors of discoverIE have subscribed, in aggregate,
for 18,000 Placing Shares at the Placing Price. The related party
transactions involving each of the Directors are exempt small
transactions pursuant to paragraph 1 of Annex 1 to Chapter 11 of
the Listing Rules. The interests of the Directors who have
participated in the Placing in the issued share capital of the
Company, as enlarged by the Placing and immediately following
Admission, are set out below:
Director No. of Ordinary Placing Shares Holding following % of enlarged
Shares currently subscribed Admission issued share
held for capital after
Placing
----------------- ------------------ --------------- ------------------ ---------------
Simon Gibbins 257,670 5,000 262,670 0.33
Bruce Thompson 8,000 8,000 16,000 0.02
Malcolm Diamond 19,907 5,000 24,907 0.03
Contacts
For further information please contact:
discoverIE 01483 544 500
Nick Jefferies, Group Chief Executive
Simon Gibbins, Group Finance Director
Peel Hunt (Broker and bookrunner) 020 7418 8900
Jock Maxwell Macdonald
Mike Bell
Ed Allsopp
FinnCap (Lead manager) 020 7220 0500
Tim Redfern
Julian Blunt
Richard Chambers
Instinctif (Financial PR) 020 7457 2020
Mark Garraway
James Gray
IMPORTANT NOTICE:
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. The information
contained herein is not for release, publication, distribution or
forwarding, directly or indirectly, in or into the any Restricted
Jurisdictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such
jurisdiction.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in, any
Restricted Jurisdiction or in any jurisdiction in which such an
offer or solicitation is unlawful. None of the securities referred
to herein have been or will be registered under the relevant laws
of any state, province or territory of any Restricted Jurisdiction.
Subject to certain limited exceptions, none of these materials will
be released, published, distributed or forwarded in or into any
Restricted Jurisdiction.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered or sold in the United States absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act. There will be no public offer of the
securities in the United States. None of the Placing Shares, this
announcement or any other document connected with the Placing has
been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions
of any state or other jurisdiction of the United States or any
other regulatory authority, and none of the foregoing authorities
or any securities commission has passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this announcement or any other document connected with the
Placing. Any representation to the contrary is a criminal offence
in the United States.
Peel Hunt and FinnCap are each regulated in the United Kingdom
by the FCA. Each of the Banks is acting exclusively for the Company
and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this announcement)
as a client in relation to the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Placing or any matters, transactions or
arrangements referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Banks under FSMA or the regulatory regime established
thereunder, none of the Banks accepts any responsibility whatsoever
or make any representation or warranty, express or implied, for the
contents of this announcement including its accuracy, completeness
or verification or for any statement made or purported to be made
by it, or on its behalf, in connection with the Company, the
Placing Shares or the Placing and nothing in this announcement
shall be read as a promise or representation in this respect
whether as to the past or future. The Banks accordingly disclaim
all and any liability whatsoever arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this announcement should not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This announcement and the information contained herein are
for information purposes only and are directed only at (a) persons
in member states of the European Economic Area ("EEA") who are
qualified investors as defined in section 86(7) of FSMA ("Qualified
Investors") being persons falling with the meaning of Article
2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC and includes any relevant implementing directive measure
in any member state) (the "Prospectus Directive"); (b) in the
United Kingdom, to Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons"). Any
investment or investment activity in connection with the Placing
will be available to, and will only be engaged with, Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this announcement or any of its contents.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
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 Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
This announcement has not been issued by the Banks and is the
sole responsibility of discoverIE. The information contained in
this announcement is for background purposes only and does not
purport to be full or complete. No reliance may or should be placed
by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy or completeness.
The information in this announcement is subject to change.
Neither the contents of discoverIE's website nor any website
accessible by hyperlinks on discoverIE's website is incorporated
in, or forms part of, this announcement.
This announcement should not be considered a recommendation by
the Banks or any of their respective directors, officers,
employees, advisers or affiliates in relation to any purchase of or
subscription for securities. None of the Banks, nor any of their
respective directors, officers, employees, advisers or affiliates
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy, fairness, sufficiency
or completeness of the information or the opinions or beliefs
contained in this announcement (or any part hereof). None of the
information in this announcement has been independently verified or
approved by the Banks or any of their respective directors,
officers, employees, advisers or affiliates. Save in the case of
fraud, no liability is accepted by the Banks or any of their
respective directors, officers, employees, advisers or affiliates
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. No person has been authorised to give any information
or to make any representations other than those contained in this
announcement and, if given or made, such announcements must not be
relied on as having been authorised by the Company or either of the
Banks. Subject to the Listing Rules, the Disclosure Guidance and
Transparency Rules and Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
("MAR"), the issue of this announcement and any subsequent
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of
DiscoverIE or its subsidiaries (the "Group") since the date of this
announcement or that the information contained in it is correct as
at any subsequent date.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, the
Banks nor their respective directors, officers, employees, agents,
affiliates and advisers, or any other party undertakes or is under
any duty to update this announcement or to correct any inaccuracies
in any such information which may become apparent or to provide you
with any additional information, other than any requirements that
the Company may have under applicable law or the Listing Rules, the
Disclosure Guidance and Transparency Rules or MAR. To the fullest
extent permissible by law, such persons disclaim all and any
responsibility or liability, whether arising in tort, contract or
otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
In connection with the Placing, each of the Banks and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, the
Banks and any of their affiliates acting in such capacity. In
addition, the Banks and any of their affiliates may enter into
financing arrangements (including swaps) with investors in
connection with which the Banks and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. The Banks do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
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 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 Company's ordinary
shares may decline and investors could lose all or part of their
investment; the Company's ordinary shares offer no guaranteed
income and no capital protection; and an investment in the
Company's ordinary 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, the Banks 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIEAELKFAXNEFF
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