Eve Sleep plc: Update on planned fundraising (754957)
December 06 2018 - 2:01AM
UK Regulatory
Dow Jones received a payment from EQS/DGAP to publish this press
release.
Eve Sleep plc (EVE)
Eve Sleep plc: Update on planned fundraising
06-Dec-2018 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014.
eve Sleep plc
("eve", the "Company" or the "Group")
Update on planned fundraising
Introduction
On 15 November 2018 eve Sleep (AIM: EVE), a sleep brand focussed on the UK,
Ireland and France, announced the results of its business review and a
trading update, as well as stating its intention to raise approximately GBP15
million of new equity (the "Fundraise"). Since then, the Company has been in
discussions with existing and potential new investors, and today announces
the following:
· Subject to the Panel granting a Rule 9 Waiver* and the approval of
Independent Shareholders (the "Whitewash") as set out below, existing
shareholders, being certain investment funds acting through their agent
and discretionary investment manager Woodford Investment Management Ltd
("Woodford") have indicated that they intend to subscribe for up to GBP8.0
million of new ordinary shares of 0.1p each in the capital of the Company
("Ordinary Shares") at a price of 10p per share (the "Proposed Issue
Price");
· Paul Pindar, Chairman of the Company, has indicated that he intends to
subscribe for approximately GBP1.0 million of new Ordinary Shares at the
Proposed Issue Price;
· James Sturrock, Chief Executive Officer of the Company, has indicated
that he intends to subscribe for approximately GBP20k of new Ordinary Shares
at the Proposed Issue Price; and
· Another existing investor in the Company, Channel 4, that provides
advertising services to the Company, has indicated that (subject to
agreement of documentation and relevant internal approvals) it intends to
subscribe for Ordinary Shares for a value at the Proposed Issue Price of
GBP0.9 million.
The Company has also received other indications of potential interest at the
Proposed Issue Price from existing and new investors, and remains in
discussion with a number of other potential investors whose internal
investment processes are longer than a typical public markets fundraising
timetable. These conversations will remain ongoing whilst the Company
undertakes the Whitewash process set out below.
Takeover Code Whitewash
Woodford is currently beneficially interested in 41,774,848 Ordinary Shares,
representing approximately 29.91 per cent. of the voting rights of the
Company.
Whilst the Company is in discussions with a number of investors that could
result in Woodford's participation in the Fundraise being scaled back to its
pro rata position, on the basis that approximately GBP15 million is raised by
the Company at the Proposed Issue Price and Woodford subscribes for
approximately GBP8 million, following completion of the Fundraise, Woodford's
voting rights in the Company would be approximately 42.04 per cent. In these
circumstances, in order for Woodford to avoid a mandatory offer obligation
pursuant to Rule 9 of the Takeover Code, a Rule 9 Waiver* will be sought in
respect of the Fundraise.
The Rule 9 Waiver* would be subject to approval by a simple majority of the
votes cast on a poll by Independent Shareholders**.
It is anticipated that a circular relating to the Whitewash (the "Whitewash
Circular") will be prepared and that such circular will also include notice
of the resolutions required to issue and allot the new Ordinary Shares
pursuant to the Fundraise. The Company is aiming to send the Whitewash
Circular to shareholders in the first quarter of 2019.
Related party transactions
It is likely that the participation of Woodford, Paul Pindar and James
Sturrock in the Fundraise will be classified as related party transactions
for the purpose of Rule 13 of the AIM Rules for Companies.
Current Trading
Further to the trading update on 15 November 2018, trading has continued to
be strong. In particular, the Company experienced a very good Black Friday
period. Unaudited revenues for the 11 months to 30 November 2018 were
approximately GBP33m, and therefore the Company continues to anticipate that
it will deliver revenues above market expectations for the year end 31
December 2018. The Company had unaudited net cash resources of approximately
GBP6.5 million at 30 November 2018.
A further update regarding the progress of the Fundraise will be announced
in due course.
Commenting, James Sturrock, CEO of eve Sleep, said:
"Whilst the Fundraise is not yet completed and is subject to a short delay,
the Board remains confident of delivering the investment from existing, new
and potentially strategic investors which is required to deliver the
business strategy. We look forward to putting the business on a stronger
footing with a view to establishing eve as a leading sleep and well-being
brand."
Enquiries:
eve Sleep plc via Instinctif Partners
James Sturrock, Chief Executive Officer
Abid Ismail, Chief Financial Officer
Peel Hunt LLP (NOMAD and broker) +44 (0) 20 7418 8900
Dan Webster
George Sellar
Guy Pengelley
Instinctif Partners +44 (0) 20 7457 2020
Guy Scarborough
The person arranging release of this announcement on behalf of the Company
is Abid Ismail, Chief Financial Officer.
Definitions
*Rule 9 Waiver means the waiver, conditional on its approval by the
Independent Shareholders** taken by a poll, by the Takeover Panel Executive
(the "Panel") of the obligation that, following the issue of the shares
pursuant to the Fundraise, would otherwise arise on Woodford to make a
general offer to all shareholders of the Company pursuant to Rule 9 of the
Takeover Code as a result of the allotment and issue of shares pursuant to
the Fundraise to Woodford.
**Independent Shareholders means the shareholders of the Company, excluding
(i) Woodford and any person acting in concert with them who holds Ordinary
Shares and (ii) as anticipated, the shareholders of the Company who
subscribe for shares in the Fundraise and any person acting in concert with
them (including any members of their immediate families, related trusts or
connected persons).
ISIN: GB00BYWMFT51
Category Code: MSCU
TIDM: EVE
LEI Code: 2138007BAC29AUXWQE6
OAM Categories: 2.2. Inside information
3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 6777
EQS News ID: 754957
End of Announcement EQS News Service
(END) Dow Jones Newswires
December 06, 2018 02:01 ET (07:01 GMT)
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