MPAC Mpac Group Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF MPAC GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF MPAC GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). 

For immediate release

1 October 2024

Mpac Group plc

Result of Placing, Posting of Circular

and

Notice of General Meeting

Mpac Group plc ("Mpac" or the "Company") (AIM: MPAC), the AIM quoted global leader in high-speed packaging and automation solutions, is pleased to announce that, further to the announcement made earlier today regarding the Fundraising (the "Launch Announcement"), it has conditionally raised gross proceeds of £29 million by way of a placing of 7,250,000 new ordinary shares of 25 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 400 pence per Placing Share (the "Issue Price").

The Placing was significantly oversubscribed and was strongly supported by both existing and a large number of new institutional investors. Allocations in the Placing will be confirmed to Placees as soon as practicable today.

Shore Capital Stockbrokers Limited ("SCS") and Panmure Liberum Limited ("Panmure Liberum") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners").

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

Highlights

·    The Company has conditionally raised, in aggregate, gross proceeds of £29 million at the Issue Price.

·   The Issue Price represents a discount of approximately 3.6 per cent. to the closing mid-market price of 415 pence per Existing Ordinary Share on 30 September 2024, being the latest practicable date prior to the publication of the Launch Announcement.

·     Certain Directors are participating in the Placing and are subscribing an aggregate amount of £90,000.

·   On Admission, the Placing Shares will represent approximately 25.2 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

Retail Offer

As announced earlier today, the Company also launched the Retail Offer through the Bookbuild Platform to raise gross proceeds of up to £1 million (before fees and expenses).  The Retail Offer provides existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing.  The results of the Retail Offer are expected to be announced on 8 October 2024.

Directors' participation in the Placing

The following Directors have participated in the Placing as set out below (the "Directors' Participation").

Related party transactions

Schroders, a substantial shareholder of the Company for the purposes of the AIM Rules, has subscribed for Placing Shares at the Issue Price.

The participation by Schroders in the Placing is deemed to be a related party transaction for the purposes of AIM Rule 13. The Directors, having consulted with the Company's nominated adviser, Shore Capital and Corporate Limited ("SCC"), consider that the terms of Schroders' participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

Details of the Placing

The Placing is conditional upon, inter alia, the passing of the Resolutions and the Placing Agreement between the Company and the Joint Bookrunners not having been terminated in accordance with its terms. 

A circular (the "Circular") containing details of the Placing, the Retail Offer and the Acquisition (which was announced by the Company earlier today) is expected to be posted to Shareholders tomorrow, on 2 October 2024. The General Meeting is to be held at the offices of Mpac at 2 Argosy Court, Coventry, CV3 4GA at 9.00 a.m. on 18 October 2024. The Circular will be available from the Company's website from 2 October 2024 at mpac-group.com/investor-centre/.

The Placing is not conditional on the completion of the Acquisition. The conditions to the completion of the Acquisition are set out in the Acquisition Announcement and include the Acquisition having become unconditionally authorised from a national security perspective by a decision of the Romanian Competition Council pursuant to Government Emergency Ordinance no. 46/2022 on terms that are reasonably satisfactory to Mpac Bidco, the Resolutions being duly passed and the consultation procedures with the works council established at the level of CSi Industries B.V. in accordance with article 25 of the Dutch Works Council Act (Wet op de ondernemingsraden) having been complied with. In the unlikely event the Acquisition does not complete, the Company may, at its option, decide to use the funds for alternative investments or consider a tax efficient way to return the net proceeds to Shareholders. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 21 October 2024 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 21 October 2024 or, in each case, such later time and/or date as the Joint Bookrunners and the Company agree (being in any event no later than 8.00 a.m. on 28 October 2024).

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes. Shareholders who wish to receive and retain share certificates are able to do so.

The ISIN number of the New Ordinary Shares is GB0005991111. The TIDM is MPAC.

The person responsible for arranging the release of this Announcement on behalf of the Company is William Wilkins, Group Finance Director of the Company.

For further information please contact:

Important Notices

SCS and SCC are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for Mpac and no one else in connection with the Placing, and SCS and SCC will not be responsible to anyone (including any Placees) other than Mpac for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Panmure Liberum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for Mpac and no one else in connection with the Placing, and Panmure Liberum will not be responsible to anyone (including any Placees) other than Mpac for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 the Joint Bookrunners or by any of their respective Representatives 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.

The responsibilities of SCC as Mpac's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to Mpac or to any Director or to any other person.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Mpac's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Mpac, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Mpac and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Mpac's profitability and ability to access capital and credit, a decline in Mpac's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of Mpac may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of Mpac speak only as of the date they are made.  Except as required by applicable law or regulation, Mpac expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Mpac's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Mpac for the current or future financial years would necessarily match or exceed the historical published earnings per share of Mpac.

The Placing Shares to be issued pursuant to the Placing will be not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.

Neither the content of Mpac's website nor any website accessible by hyperlinks on Mpac's website is incorporated in, or forms part of, this Announcement.