TIDMSFOR
RNS Number : 7781Q
S4 Capital PLC
23 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, REPUBLIC
OF IRELAND, SWITZERLAND, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 October 2019
S(4) CAPITAL PLC
("S(4) Capital" or the "Company")
Results of Open Offer
On 8 October 2019, the Board of S(4) Capital announced details
of a share issue to raise gross proceeds of GBP100 million by way
of a Firm Placing and a Placing and Open Offer (together the
"Issue") primarily to fund the cash consideration payable in
connection with the Firewood Merger.
The Issue and the Firewood Merger remain conditional upon: (i)
the Merger Agreement becoming or being declared unconditional in
all respects; (ii) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms; (iii) the Issue Resolution passing at
the General Meeting of the Company that has been convened for 24
October 2019; and (iv) Admission becoming effective.
Results of Open Offer
The Company is pleased to announce the results of the Open
Offer, which closed for acceptances at 11.00 a.m. on 22 October
2019. Valid applications have been received in respect of
25,260,141 New Ordinary Shares, representing 89.32 per cent. of the
number of New Ordinary Shares available under the Open Offer.
Applications have been made for the New Ordinary Shares to be
issued via the Open Offer to be admitted to the standard listing
segment of the Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange's Main Market for listed
securities ("Admission"). It is expected that Admission and
commencement of dealings in the new Ordinary Shares will occur at
8.00 a.m. on 25 October 2019.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the announcement released
by S(4) Capital on 8 October 2019.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
S(4) Capital plc via Powerscourt
Sir Martin Sorrell (Executive Chairman)
Powerscourt (PR Adviser to S(4) Capital Tel: +44 (0)20 7250
plc) 1446
Elly Williamson
Jessica Hodgson
Dowgate Capital Limited (Joint Broker Tel: +44 (0)20 3903
and Joint Bookrunner) 7715
James Serjeant
David Poutney
HSBC Bank plc (Joint Broker, Joint Tel: +44 (0)20 7991
Bookrunner and principal bankers) 8888
Sam Barnett
Sam Hart
Sir Martin Sorrell, Executive Chairman
S(4) Capital plc, 12 St James's Place, London SW1A 1NX
LEI 21380068SP9V65KPQN68
IMPORTANT NOTICES
This Announcement has been prepared by, and is the sole
responsibility of, the Directors of S(4) Capital plc.
Dowgate Capital Limited ("Dowgate"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively for S(4) Capital plc in
connection with the proposals set out in this Announcement and for
no one else and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Announcement and will not be responsible to anyone other than S(4)
Capital plc for providing the protections afforded to their clients
or for providing advice in relation to this Announcement or any
transaction, matter or arrangement referred to herein.
HSBC Bank plc ("HSBC"), which is authorised in the United
Kingdom by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the PRA and the FCA, is acting
exclusively for S(4) Capital plc in connection with the proposals
set out in this Announcement and for no one else and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Announcement and will
not be responsible to anyone other than S(4) Capital plc for
providing the protections afforded to their clients or for
providing advice in relation to this Announcement or any
transaction, matter or arrangement referred to herein.
No representation or warranty, express or implied, is made or
purported to be made by Dowgate or HSBC or any of their respective
affiliates or any of their respective affiliates' directors,
officers, partners, members employees or advisers
("Representatives"), or on their behalf, as to the contents of this
Announcement, or for the omission of any material from this
Announcement, including its accuracy, fairness, completeness or
verification or sufficiency, or concerning any other document or
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Issue or the New Ordinary Shares
and nothing in this Announcement is, or shall be relied upon as, a
warranty or representation in this respect, whether as to the past
or future. No liability whatsoever is accepted by either HSBC or
Dowgate or any of their respective affiliates or Representatives
for the accuracy of any information or opinions contained in this
Agreement or for the omission of any material information, for
which the Company is solely responsible. Neither Dowgate nor HSBC
has authorised the contents of, or any part of, this Announcement
and no liability whatsoever is accepted by Dowgate or HSBC for the
accuracy of any information or opinions contained in this document
or for the omission of any information from this Announcement. Each
of HSBC, Dowgate and each of their respective affiliates and
Representatives disclaim, to the fullest extent permitted by law,
all and any liability whether arising in tort, contract or
otherwise which they might otherwise be found to have in respect of
the acts or omissions of the Company in relation to the Issue this
announcement or any such statement.
The New Ordinary Shares have not been, nor will they be,
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States or under the
applicable securities laws of Australia, Canada, Japan, or South
Africa. Subject to certain exceptions, the Ordinary Shares may not
be offered or sold in the United States, Australia, Canada,
Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of
the People's Republic of China, Republic of Ireland or Switzerland
or to or for the account or benefit of any national, resident or
citizen of Australia, Canada, Guernsey, Jersey, Japan, Hong Kong
Special Administrative Region of the People's Republic of China,
Republic of Ireland or Switzerland or any person located in the
United States. The Issue and the distribution of this Announcement
in other jurisdictions may be restricted by law and the persons
into whose possession this Announcement comes should inform
themselves about, and observe, any such restrictions.
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
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October 23, 2019 02:00 ET (06:00 GMT)
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