TIDMSHI
RNS Number : 4613S
SIG PLC
09 July 2020
9 July 2020
SIG plc
( " SIG " or the " Company " )
Results of Open Offer
On 19 June 2020, the Company announced details of a proposed
capital issue to raise gross proceeds of GBP165 million.
The proposed capital issue comprises of two tranches:
-- an investment from CD&R Sunshine S.à r.l ("CD&R") of
GBP60 million, pursuant to which CD&R has committed to
subscribe for 240,000,000 New Ordinary Shares at an issue price of
25 pence per share (the "CD&R Investment"); and
-- a firm placing and placing and open offer of GBP105 million
(the "Firm Placing and Placing and Open Offer" and, together with
the CD&R Investment, the "Capital Raise") of, in aggregate,
347,901,900 New Ordinary Shares at an issue price of 30 pence per
New Ordinary Share (the "Issue Price"), split as follows:
o 200,012,655 New Ordinary Shares issued pursuant to the Firm
Placing to raise gross proceeds of c.GBP60 million; and
o 147,889,245 New Ordinary Shares issued pursuant to the Placing
and Open Offer to raise gross proceeds of c.GBP44 million.
In addition, Directors and Senior Management have subscribed for
2,098,095 New Ordinary Shares at the Issue Price (the "Directors
and Senior Management Subscription").
The Open Offer Shares were conditionally placed with
institutional investors at the Issue Price, subject to clawback to
satisfy valid applications by Qualifying Shareholders pursuant to
the Open Offer. The CD&R Investment and Firm Placed Shares are
not subject to clawback and are not part of the Open Offer.
The Open Offer closed for acceptances at 11:00 a.m. on 8 July
2020. The Company has received valid acceptances from Qualifying
Shareholders under their Open Offer Entitlements in respect of
124,251,105 Open Offer Shares, representing approximately 84% of
the Open Offer Shares. Accordingly, Qualifying Shareholders who
have validly applied for Open Offer Shares will receive such Open
Offer Shares. The remaining 23,638,140 Open Offer Shares,
representing approximately 16% of the Open Offer Shares, will be
allocated to the Placees with whom the Open Offer Shares had been
conditionally placed under the Placing.
Application has been made to the Financial Conduct Authority
("FCA") for the New Ordinary Shares to be admitted to the premium
listing segment of the Official List and to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on
its Main Market for listed securities. It is expected that
Admission will become effective, and that dealings in the New
Ordinary Shares will commence, at 8.00 a.m. on 10 July 2020 (or
such later date as the Company and the Joint Bookrunners may agree,
being not later than 8.00 a.m. on 27 July 2020).
The Capital Raise remains conditional on, among other things,
the approval of the Capital Raise Resolutions by Shareholders at
the Company's General Meeting to be held later today (or any
adjournment of it), the satisfaction of certain conditions in the
CD&R Subscription Agreement and the Sponsors and Placing
Agreement and Admission of the New Ordinary Shares to the Official
List of the FCA and to trading on the Main Market of the London
Stock Exchange occurring at or before 8.00 a.m. on 10 July 2020 (or
such later date as the Company and the Joint Bookrunners may agree,
being not later than 8.00 a.m. on 27 July 2020). The Company will
announce the results of the General Meeting as soon as practicable
after the meeting concludes.
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared in respect of Ordinary Shares after Admission.
The total issued share capital of SIG following Admission will
be 1,181,556,977 Ordinary Shares and the total number of voting
rights of the Company will be 1,181,556,977 and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the combined circular and
prospectus dated 19 June 2020 published in connection with the
Capital Raise (the "Prospectus"). A copy of the Prospectus is
available for inspection at www.sigplc.com/investors .
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.
Enquiries
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton, 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
Sponsor & Joint Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0) 20 7029 8000
Peel Hunt LLP - Financial Adviser, Joint Sponsor & 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
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.
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.
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.
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 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
ROIUPUUWMUPUGRR
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