TIDMMCL
RNS Number : 5722F
Morses Club PLC
21 February 2018
21 February 2018
Morses Club PLC
Result of secondary placing of existing shares in Morses Club
PLC
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or in any
other jurisdiction in which offers or sales would be prohibited by
applicable law. Further, this announcement is not an offer to sell
or a solicitation to buy securities in any jurisdiction, including
the United States, Australia, Canada, Japan or Republic of South
Africa. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Result of secondary placing of existing shares in Morses Club
plc
Notification of PCA Dealing
Following the announcement made earlier today, Morses Club PLC
("Morses Club", or the "Company") announces that Hay Wain Group
Limited, formerly Perpignon Limited ("Hay Wain"), has sold
18,361,360 ordinary shares of the Company, representing
approximately 14.2 per cent. of the Company's existing issued
ordinary share capital, at a price of 130 pence per share (the
"Placing"). The Company is not a party to the Placing and will not
receive any proceeds from the Placing.
Following completion of the Placing, Hay Wain holds 47,683,640
ordinary shares in the Company, representing approximately 36.8 per
cent. of the Company's issued share capital. Hay Wain's shares are
subject to a lock-up which will end 90 days after completion of the
Placing (subject to waiver by Panmure Gordon and finnCap at their
absolute discretion as well as certain other limited exceptions).
Settlement of the Placing is expected to take place on 23 February
2018.
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.
Enquiries:
Panmure Gordon (UK) Limited (Nomad Tel: +44 (0)
and Joint Broker) 20 7886 2500
Richard Gray / Fabien Holler
/ Atholl Tweedie (Corporate Finance)
Charles Leigh-Pemberton (Corporate
Broking)
finnCap Tel: +44 (0)
Jonny Franklin-Adams / Emily 20 7220 0500
Watts / Anthony Adams (Corporate
Finance)
Tim Redfern / Richard Chambers
(Corporate Broking)
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial
responsibilities / person closely associated
---- ------------------------------------------------------------
a) Name Hay Wain Group Ltd (formerly Perpignon
Ltd)
---- ------------------- ---------------------------------------
2 Reason for the notification
---- ------------------------------------------------------------
a) Position/status PCA of Peter Ward, PDMR
---- ------------------- ---------------------------------------
b) Initial Initial notification
notification
/Amendment
---- ------------------- ---------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
---- ------------------------------------------------------------
a) Name Morses Club PLC
---- ------------------- ---------------------------------------
b) LEI 2138009PVBE5FDT58R09
---- ------------------- ---------------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- ------------------------------------------------------------
a) Description Ordinary shares of 1 pence each
of the financial
instrument,
type of GB00BZ6C4F71
instrument
Identification
code
---- ------------------- ---------------------------------------
b) Nature of Sale of shares
the transaction
---- ------------------- ---------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) --------- -----------
130p 18,361,360
--------- -----------
---- ------------------- ---------------------------------------
Aggregated
information
- Aggregated
volume 18,361,360
d) - Price 130p
---- ------------------- ---------------------------------------
e) Date of 21 February 2018
the transaction
---- ------------------- ---------------------------------------
f) Place of AIM Market, London Stock Exchange
the transaction (XLON)
---- ------------------- ---------------------------------------
The above notification is made in accordance with the
requirements of the EU Market Abuse Regulation.
Notes:
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by Hay Wain, Panmure Gordon or by finnCap or any of their
respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of South Africa or any other jurisdiction where
such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression '2010 PD
Amending Directive' means Directive 2010/73/EU. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering, Panmure Gordon, finnCap and any
of their affiliates acting as an investor for their own account may
take up as a proprietary position any Placing Shares and in that
capacity may retain, purchase or sell for their own account such
Placing Shares. In addition they may enter into financing
arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares.
Panmure Gordon and finnCap do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
Panmure Gordon and finnCap, which are authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting on behalf of Hay Wain and no one else in connection with any
offering of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to any of its
clients or for providing advice in relation to any offering of the
Placing Shares. Panmure Gordon and finnCap will not regard any
other person as their client in relation to the offering of the
Placing Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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