TIDMSFE
RNS Number : 1940J
Safestyle UK PLC
08 April 2020
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, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SAFESTYLE UK PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SAFESTYLE UK
PLC
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 a Regulatory Information Service, this inside
information is now considered to be in the public domain.
For immediate release
8 April 2020
SAFESTYLE UK PLC
("Safestyle" or the "Company" and together with its subsidiaries
the "Group")
Result of Placing and Posting of Circular
Safestyle UK plc (AIM: SFE), the leading UK -- focused retailer
and manufacturer of PVCu replacement windows and doors for the
homeowner market, is pleased to announce the successful completion
of the placing announced on 7 April (the "Placing
Announcement").
A total of 50,000,000 Placing Shares have been placed at the
Issue Price of 17 pence per share, raising GBP8.5 million before
expenses subject, inter alia, to Shareholder approval being
obtained at the General Meeting of the Company to be convened for
27 April 2020. The Placing was conducted by way of an accelerated
bookbuild process. Zeus Capital and Liberum acted as joint
bookrunners on the Placing.
As outlined in the Placing Announcement, the net proceeds are
intended to strengthen the Company's balance sheet so that the
business is well capitalised and has a strong cash buffer to ensure
it can continue in business through and out of the current crisis
relating to the COVID-19 pandemic.
The Directors have in aggregate subscribed for 619,000 Placing
Shares at the Issue Price.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is anticipated
that Admission of the Placing Shares will take place at or around
8.00 a.m. on 28 April 2020. The Placing Shares will rank pari passu
with the existing Ordinary Shares in issue. The Placing Shares will
represent approximately 37.6% of the Company's enlarged issued
share capital on Admission (assuming no other issuance of Ordinary
Shares prior to Admission).
Following Admission of the Placing Shares, the Company's issued
and fully paid share capital will consist of 132,808,896 Ordinary
Shares, all of which carry one voting right per share. The Company
does not hold any Ordinary Shares in treasury. The figure of
132,808,896 Ordinary Shares may be used by shareholders as the
denominator for the calculation 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 and
Transparency Rules.
Related Party Transactions
The Directors have conditionally subscribed for an aggregate of
619,000 Placing Shares as set out below. Alantra Asset Management,
Janus Henderson Investors and Cambridge Global Asset Management,
substantial shareholders in the Company as defined in the AIM Rules
for Companies (and therefore related parties of the Company for the
purposes of the AIM Rules) (the "Substantial Shareholder Related
Parties") have conditionally subscribed for 9,700,000, 6,136,564
and 5,000,000 Placing Shares respectively. Therefore, the
participation of each of these parties in the Placing constitutes a
related party transaction under Rule 13 of the AIM Rules.
In the case of each of the Directors below who has conditionally
committed to subscribe, the remaining Directors are deemed to be
independent. Therefore, having consulted with the Company's
nominated adviser, Zeus Capital, each of the Directors'
participation is considered, by the relevant independent Directors,
to be fair and reasonable insofar as the Company's shareholders are
concerned.
Their individual participations are set out below:
Initial Holding Resultant Holding
Percentage Number of Resulting
Number of of Existing Placing Shares number of Percentage
Ordinary Issued Share to be acquired Ordinary of Enlarged
Director Shares Capital on Admission Shares Share Capital
Alan Lovell(1) 180,000 0.22% 270,000 450,000 0.34%
Mike Gallacher 50,000 0.06% 150,000 200,000 0.15%
Rob Neale 50,000 0.06% 150,000 200,000 0.15%
Fiona Goldsmith 20,000 0.02% 30,000 50,000 0.04%
Julia Porter 9,671 0.01% 19,000 28,671 0.02%
1. This figure includes 20,000 Ordinary Shares that were
acquired on 8 November 2019 which were not previously included in
his disclosures
In the case of the Substantial Shareholder Related Parties, the
Directors consider, having consulted with the Company's nominated
adviser, Zeus Capital, that the terms of the Substantial
Shareholder Related Parties participation in the Placing are fair
and reasonable insofar as the Company's Shareholders are
concerned.
Posting of Circular
The Company will shortly be publishing a Circular, containing a
Notice of General Meeting, which will be sent to shareholders,
together with a proxy form. The Circular will also be available on
the Company's website at www.safestyleukplc.co.uk
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Placing Announcement dated 7
April 2020.
Mike Gallacher, Chief Executive Officer of Safestyle, said:
"The strong support received from our shareholders, both
existing and new, in the current challenging market is hugely
welcome. I am also delighted that the Board has also committed to
contribute significantly to the placing, demonstrating all of our
Directors' strong belief in the growth strategy and potential of
the Group. The business has made strong progress in recent years
and I believe that, as a result of the actions taken, we are well
placed to weather the COVID 19 crisis and emerge to resume our
recent positive momentum.
Together with our existing funding arrangements, this equity
fund raise significantly strengthens our balance sheet, providing
further headroom should we need to extend our temporary shutdown in
line with Government guidance, protecting the NHS and saving lives.
The business acted promptly in ceasing all operations on 24 March
2020 and I am grateful to our customers and staff who responded to
this challenging situation and the disruption it has caused with
such understanding and flexibility. In addition I would like to
take the opportunity, on behalf of the Board, to thank our
shareholders, suppliers, banks, brokers and advisers for their
strong support as we have worked together to protect the business
and ensure that it emerges strongly when this crisis passes, as in
due course it will."
Enquiries:
Safestyle UK plc via FTI Consulting
Mike Gallacher, Chief Executive Officer
Rob Neale, Chief Financial Officer
Zeus Capital Limited (Nominated Adviser Tel: 0203 829 5000
& Joint Broker)
Dan Bate / Daniel Harris / Dominic King
Liberum Capital Limited (Joint Broker) Tel: 0203 100 2100
Neil Patel / Jamie Richards / Laura Hamilton
FTI Consulting (Financial PR) Tel: 0203 727 1000
Alex Beagley / James Styles / Sam Macpherson
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contact rns@lseg.com or visit www.rns.com.
END
ROIUPUGGCUPUUMR
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