TIDMSHI
RNS Number : 5500Q
SIG PLC
19 June 2020
19 June 2020
SIG plc
( " SIG " or the " Company " )
Successful Completion of Bookbuilding Process
Following this morning's announcement, the Company announces the
successful completion of the bookbuilding process for the Firm
Placing and conditional Placing of Open Offer Shares, which has now
closed. Subject to the conditions set out below, the Capital Raise
will raise gross proceeds of GBP165 million.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in Appendix 1 of the announcement
made by the Company at 7.53 a.m. this morning.
Firm Placing
Pursuant to the Firm Placing, the Firm Placees have agreed to
subscribe for 200,012,655 Firm Placed Shares at the Issue
Price.
Placing and Open Offer
In addition, pursuant to the Placing and Open Offer, the Joint
Bookrunners have placed 126,023,818 Open Offer Shares at the Issue
Price with Conditional Placees, subject to clawback to satisfy
valid applications by Qualifying Shareholders under the Open
Offer.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to apply for the Open Offer Shares at the
Issue Price, on and subject to the terms and conditions of the Open
Offer, pro rata to their holdings of Existing Ordinary Shares on
the Record Date on the following basis:
1 Open Offer Share at 30 pence for every 4 Existing Ordinary
Shares
The Company expects to publish a Prospectus, setting out full
details of the Open Offer and incorporating the Notice of General
Meeting, later today.
Shareholders should read the Prospectus in full before making
any application for Open Offer Shares.
The Firm Placing and Placing and Open Offer are conditional
upon, among other things:
i. the Capital Raise Resolutions being passed by the
Shareholders at the General Meeting (or, with the Joint
Bookrunners' written consent, at any adjournment of it);
ii. Admission becoming effective by not later than 8.00 a.m. on
27 July 2020 (or such later time and/or date as the Company and the
Joint Bookrunners may agree); and
iii. each of the CD&R Subscription Agreement and the
Sponsors and Placing Agreement otherwise becoming unconditional in
all respects and not having been terminated in accordance with
their respective terms before Admission
Applications will be made to the FCA for admission of the New
Ordinary Shares to listing on the premium listing segment of the
Official List of the FCA and to the London Stock Exchange for
admission of the New Ordinary Shares to trading on its main market
for listed securities. Subject to the conditions above being
satisfied, it is expected that Admission will become effective on
10 July 2020 and that dealings for normal settlement in the New
Ordinary Shares will commence at 8.00 a.m. on the same day.
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on the Existing Ordinary
Shares by reference to a record date on or after the date of
Admission.
Steve Francis, Chief Executive Officer, commented:
" Today marks a significant moment for SIG. We have received
resounding backing from our shareholders, notably our largest, IKO;
and new investors, including CD&R; and we have reaffirmed
support from our lenders - as a result, we have a much improved and
appropriate capital base from which to go forward. SIG is now
primed for growth under a strong management team and with a new
customer-centric strategy focused on proximity, expertise and
service. As a team, we look forward to SIG resuming active industry
leadership."
LEI: 213800VDC1BKJEZ8PV53
Important Notice: This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014. The
person responsible for arranging the release of this announcement
on behalf of the Company is Kulbinder Dosanjh.
Enquires
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Kath Kearney-Croft, Interim Chief Financial Officer +44 (0) 114 285 6300
Lazard - Lead Financial Adviser
Cyrus Kapadia / Vasco Litchfield / Nick Fowler +44 (0) 20 7187
2000
Jefferies International Limited - Financial Adviser & Joint
Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0)
20 7029 8000
Peel Hunt LLP - Financial Adviser & Joint Broker
Charles Batten / Nicholas How / Sam Cann +44 (0) 20 7418
8900
FTI Consulting
Richard Mountain / Susanne Yule +44 ( 0) 20 3727 1340
Important notices
This announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of the Company and
the Group. This announcement includes statements that are, or may
be deemed to be, "forward-looking statements". The words "believe,"
"estimate," "target," "anticipate," "expect," "could," "would,"
"intend," "aim," "plan," "predict," "continue," "assume,"
"positioned," "may," "will," "should," "shall," "risk", their
negatives and other similar expressions that are predictions of or
indicate future events and future trends identify forward-looking
statements. Forward-looking statements in this announcement
include, but are not limited to, statements about: the conditions
to the Capital Raise becoming effective being met, the Group's
ability to successfully execute, and the costs associated with, its
new strategy, and the current development and aftermath of the
COVID-19 pandemic. An investor should not place undue reliance on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors that are in many cases
beyond the control of the Company or the Group. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. The Company cautions investors that
forward-looking statements are not guarantees of future performance
and that its actual results of operations and financial condition,
and the development of the industry in which it operates, may
differ materially from those made in or suggested by the
forward-looking statements contained in this announcement and/or
information incorporated by reference into this announcement. In
addition, even if the Company's or the Group's results of
operation, financial position and growth, and the development of
the markets and the industry in which the Group operates, are
consistent with the forward-looking statements contained in this
announcement, these results or developments may not be indicative
of results or developments in subsequent periods. The cautionary
statements set forth above should be considered in connection with
any subsequent written or oral forward- looking statements that the
Company, or persons acting on its behalf, may issue.
Lazard & Co., Limited (Lazard) and each of Jefferies
International Limited (Jefferies) and Peel Hunt LLP (Peel Hunt)
(together, in the case only of Jefferies and Peel Hunt, the Joint
Bookrunners), which are each authorised and regulated in the UK by
the FCA, are each acting exclusively for SIG plc and no one else in
connection with the contents of this announcement, the Capital
Raise or any other matters referred to in this announcement and
will not regard any other person as a client in relation to the
Capital Raise or any other matters referred to in this announcement
and will not be responsible to anyone for providing the protections
afforded to their clients nor for giving advice to any other person
in relation to the contents of this announcement, the Capital Raise
or any other matter or arrangement referred to in this
announcement. Neither Lazard nor the Joint Bookrunners are
responsible for the contents of this announcement.
Past performance of the Company cannot be relied on as a guide
to future performance. A variety of factors may cause the Company's
or the Group's actual results to differ materially from the
forward-looking statements contained in this announcement. The
Group and the Joint Bookrunners and any of their respective
directors, officers, employees, agents, affiliates and advisers
expressly disclaim any obligation to supplement, amend, update or
revise any of the forward-looking statements made herein, except
where required to do so under applicable law.
No statement in this announcement is intended as a profit
forecast, project, prediction or estimate and no statement in this
announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
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 either
Joint Bookrunner, Lazard or by any of their respective affiliates,
directors, employees, advisers 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 any interested party
or its advisers, and any liability therefore is expressly
disclaimed.
No reliance may or should be placed by any person for any
purpose whatsoever on the information contained in this
announcement or on its accuracy or completeness. The information in
this announcement is subject to change.
This announcement, including the appendices, is for information
purposes only and is not intended to and does not constitute or
form part of any offer or invitation to sell, allot or issue, or
any offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities in the
United States (including its territories and possessions),
Australia, its territories and possessions, Canada, Japan, South
Africa, Malaysia, New Zealand or in any jurisdiction to whom or in
which such offer or invitation is unlawful, nor does the fact of
its distribution form the basis of, or be relied upon in connection
with, or act as any inducement to enter into, any contract or
commitment whatsoever with respect to such securities, the Company
or otherwise.
Neither this announcement nor any copy of it nor the information
contained in it and any related materials is for publication,
distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia) (subject to certain restrictions), Australia,
its territories and possessions, Canada, Japan, South Africa,
Malaysia, New Zealand or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction.
The distribution of this announcement and the offering of the
New Ordinary Shares may be restricted by law in certain
jurisdictions.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective affiliates that would permit an offer of
the New Ordinary Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the Securities
Act), or under any securities laws of any state or other
jurisdiction of the United States. The New Ordinary Shares may not
be offered, sold, taken up, exercised, resold, transferred or
delivered, directly or indirectly, into or within the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offer of the New Ordinary Shares in the United States. The New
Ordinary Shares are being offered: (i) outside the United States in
"offshore transactions" as defined in, and in accordance with,
Regulation S under the Securities Act (but not, for the avoidance
of doubt, to any holders of American depositary receipts); and (ii)
in the United States to persons reasonably believed to be
"qualified institutional buyers", as defined in Rule 144A under the
Securities Act (QIBs) who are subscribing for the New Ordinary
Shares in private placement transactions pursuant to an exemption
to the registration requirements of the Securities Act; or (iii)
pursuant to another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Prospective purchasers are
notified that the Company as issuer of the New Ordinary Shares is
relying upon an exemption from the registration requirements of
Section 5 of the Securities Act. The New Ordinary Shares may not be
offered or sold to, or for the account or benefit of, any holders
of American depositary receipts.
The New Ordinary Shares have not been approved or disapproved by
the U.S. Securities and Exchange Commission, or state securities
commission in the United States or any other regulatory authority
in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Capital Raise or the
accuracy or adequacy of these terms and conditions. Any
representation to the contrary is a criminal offence in the United
States.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raise. The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance. The contents of this announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
The New Ordinary Shares to be issued or sold pursuant to the
Firm Placing and Placing and Open Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments , as amended (MiFID II); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the MiFID
II Product Governance Requirements), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares to be issued in the Capital Raise have been
subject to a product approval process, which has determined that
the New Ordinary Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the Target
Market Assessment). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares to be issued in the Capital
Raise provide no guaranteed income and no capital protection; and
an investment in the New Ordinary Shares to be issued in the
Capital Raise is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Capital Raise .
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and Peel Hunt will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Unless the context otherwise requires, all references to time
are to London time.
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
FURKKCBNQBKDFAD
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June 19, 2020 10:41 ET (14:41 GMT)
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