TIDMHRN
RNS Number : 7481D
Hornby PLC
21 February 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT
SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE PLACING AND
OPEN OFFER ARE SET OUT BELOW.
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, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HORNBY PLC OR ANY OTHER ENTITY IN
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Hornby PLC
("Hornby", the "Company")
Result of Placing
and
Notice of General Meeting
Hornby PLC, the international models and collectibles group, is
pleased to announce that following the announcement earlier today
regarding the launch of a proposed Placing and Open Offer (the
"Placing"), it has successfully placed 41,666,666 new ordinary
shares (the "Placing Shares") at a price of 36 pence per share (the
"Issue Price") raising gross proceeds of GBP15 million.
37,177,974 Placing Shares have been placed with the Firm Placees
(being certain existing institutional investors) at the Issue
Price, thereby raising approximately GBP13.4 million.
A further 4,488,692 Placing Shares have also been placed with a
Conditional Placee (an existing institutional investor) at the
Issue Price, thereby raising approximately a further GBP1.6
million. Such Placing Shares have been placed conditionally with
the Conditional Placee, subject to clawback by Qualifying
Shareholders in order to satisfy valid applications made by them
under the Open Offer.
The Placing and Open Offer and the Amendment and Restatement of
the Sale and Purchase Agreement are all conditional upon the
passing of certain Shareholder resolutions. Accordingly, a circular
(the "Circular") will be posted later today notifying shareholders
of a general meeting which is being convened for the purpose of
considering the relevant Resolutions, at the offices of the
Company's solicitors, Taylor Wessing LLP, 5 New Street Square,
London EC4A 3TW at 10.00 a.m. on 10 March 2020.
The Placing was conducted by way of an Accelerated Book Build
process. Liberum Capital Limited ("Liberum") acted as sole
bookrunner on the Placing.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate at the Issue Price, the Company is
making the Open Offer to all Qualifying Shareholders to give them
the opportunity to subscribe for up to 4,488,692 new Ordinary
Shares (the "Open Offer Shares") at the Issue Price to raise gross
proceeds of up to approximately GBP1.6 million. The terms and
conditions of the Open Offer will be set out in the Circular.
Phoenix and Artemis are not Qualifying Shareholders and,
accordingly, will not participate in the Open Offer.
The Issue Price is equal to the Closing Price per Ordinary Share
on 20 February 2020, being the last business day prior to the
announcement of the Placing and Open Offer.
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM and it is anticipated
that trading in the New Shares will commence on AIM at 8.00 a.m. on
12 March 2020.
Related Party Transaction
Phoenix Asset Management Partners Limited ("Phoenix") has agreed
(through certain discretionary funds that it manages) to subscribe
for up to 31,109,832 Placing Shares in the Firm Placing. Due to the
size of Phoenix's existing holding (through certain discretionary
funds which it manages) of 93,524,498 Ordinary Shares in the
capital of the Company representing 74.66% of the current issued
share capital, this transaction is considered to be a related party
transaction pursuant to AIM Rule 13 of the AIM Rules.
The Independent Directors of the Company consider, having
consulted with Liberum, the Company's Nominated Adviser, that the
terms of Phoenix's participation (through certain discretionary
funds that it manages) in the Placing are fair and reasonable in so
far as its Shareholders are concerned. Immediately following
Admission, Phoenix (through certain discretionary funds that it
manages) could hold up to a maximum of 124,634,330 Ordinary Shares
representing a maximum shareholding of 74.66% of the enlarged share
capital (before the issue of any shares under the Open Offer and
the resulting clawback of the Conditional Placing Shares).
Artemis Investment Management LLP (has agreed (through certain
discretionary funds that it manages) to subscribe for up to
10,556,833 Placing Shares in the Placing comprising 6,068,141
Placing Shares pursuant to the Firm Placing and up to 4,488,692
pursuant to the Conditional Placing. Due to the size of Artemis'
existing holding (through certain discretionary funds which it
manages) of 18,242,460 Ordinary Shares in the capital of the
Company representing 14.56% of the current issued share capital,
this transaction is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules.
The Independent Directors of the Company consider, having
consulted with Liberum, the Company's Nominated Adviser, that the
terms of Artemis' participation (through certain discretionary
funds which it manages) in the Placing are fair and reasonable in
so far as its Shareholders are concerned. Immediately following
Admission, Artemis (through certain discretionary funds which it
manages) could hold up to a maximum of 28,799,293 Ordinary Shares
representing a maximum shareholding of 17.25% of the enlarged share
capital (before the issue of any shares under the Open Offer and
the resulting clawback of Conditional Placing Shares).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Open Offer Record Date 5.00 p.m. on 19 February
2020
Announcement of the Placing and Open 21 February 2020
Offer
Date of this document and of the posting 21 February 2020
of this document and Application Forms
Date Existing Ordinary Shares marked 24 February 2020
'ex-entitlement' by the London Stock
Exchange
Open Offer Entitlements and Excess 25 February 2020
Open Offer Entitlements credited to
CREST stock accounts of Qualifying
CREST Shareholders
Recommended latest time and date for 4.30 p.m. on 3 March 2020
requesting withdrawal of Open Offer
Entitlements and Excess Open Offer
Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on 4 March 2020
Open Offer Entitlements and Excess
Open Offer Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 5 March 2020
Application Forms (to satisfy bona
fide market claims in relation to Open
Offer Entitlements only)
Last time and date for receipt of completed 10.00 a.m. on 8 March 2020
Proxy Submissions and receipt of electronic
proxy appointments via the CREST system
Last time and date for receipt of completed 11.00 a.m. on 9 March 2020
Application Forms and payment in full
under the Open Offer or settlement
of the relevant CREST instructions
(as appropriate)
General Meeting 10.00 a.m. on 10 March 2020
Results of the General Meeting and 10 March 2020
the Placing and Open Offer expected
to be announced through a Regulatory
Information Service
Completion of the Amendment and Restatement 10 March 2020
Agreement
Admission and commencement of dealings 8.00 a.m. on 12 March 2020
in the New Ordinary Shares on AIM expected
to commence
Expected date for CREST accounts to As soon as practicable after
be credited with New Ordinary Shares 8.00 a.m. on 12 March 2020
in uncertificated form
Expected date for dispatch of definitive by 20 March 2020
share certificates in respect of New
Ordinary Shares to be issued in certificated
form
Open Offer Record Date 5.00 p.m. on 19 February
2020
General Meeting 10.00 a.m. on 10 March 2020
Results of the General Meeting and 10 March 2020
the Placing and Open Offer expected
to be announced through a Regulatory
Information Service
Completion of the Amendment and Restatement 10 March 2020
Agreement
Admission and commencement of dealings 8.00 a.m. on 12 March 2020
in the New Ordinary Shares on AIM expected
to commence
Expected date for CREST accounts to As soon as practicable after
be credited with New Ordinary Shares 8.00 a.m. on 12 March 2020
in uncertificated form
Expected date for dispatch of definitive by 20 March 2020
share certificates in respect of New
Ordinary Shares to be issued in certificated
form
Defined terms used in this announcement will have the meaning
(unless the context otherwise requires) as set out in the Placing
and Open Offer Announcement released earlier today and the Circular
to be posted to Shareholders today, which will be available on the
Company's website www.hornby.plc.uk.
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
- ends -
For further information contact:
Hornby PLC
Lyndon Davies, CEO
Kirstie Gould, CFO 01843 233500
Liberum Capital Limited
Andrew Godber
Edward Thomas
Kane Collings 020 3100 2222
Financial PR Advisor
Scott Fulton 07788 144993
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the Financial Conduct Authority (the FCA),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum Capital Limited or by any of its 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.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for
no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum Capital Limited
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
Liberum Capital Limited to inform themselves about, and to observe
such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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
ROIKKDBDKBKDABB
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