TIDMSND
RNS Number : 6643U
Sanderson Group PLC
16 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO,
OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION
WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF SANDERSON GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE OF THIS ANNOUNCEMENT.
SANDERSON GROUP PLC
Proposed secondary placing of ordinary shares in Sanderson
Sanderson Group plc ('Sanderson' or 'the Company'), the software
and IT services business specialising in digital retail technology
and enterprise software for businesses operating in the
manufacturing, wholesale distribution and logistics sectors,
announces that it has been advised by Christopher Winn, Executive
Chairman (the 'Selling Shareholder') that he intends to sell
approximately 3,686,924 million ordinary shares in the Company (the
'Placing Shares') via an accelerated bookbuild placing to
institutional investors at a price of 90 pence per share (the
'Placing'). The Placing Shares represent approximately 6.15 per
cent. of the issued share capital of Sanderson.
Assuming that all of the Placing Shares are sold, the Selling
Shareholder would continue to have an interest in 8,000,000
ordinary shares in the Company, representing approximately 13.34
per cent. of the Company's issued share capital.
The Placing is being managed by N+1 Singer Advisory LLP ('N+1
Singer'), acting as sole bookrunner.
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by N+1
Singer and the Selling Shareholder at the close of the bookbuild
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timing for the close of the
bookbuild process will be at the absolute discretion of N+1
Singer.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
The books for the Placing will open with immediate effect.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain
For further information contact:
Enquiries:
Sanderson Group plc
Christopher Winn, Chairman
Ian Newcombe, Chief Executive 0333 123
Richard Mogg, Finance Director 1400
020 7496
N+1 Singer (Nominated Adviser and Broker) 3000
Mark Taylor
James White
Walbrook PR Limited 0117 985
Paul Vann 8989
or 07768
807631
Important Notice:
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Selling Shareholder and no one else in connection with the
Placing, and will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Selling Shareholder for providing the protections afforded
to its clients nor for providing advice in relation to the Placing,
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
Neither this announcement nor the information contained herein
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), Australia, Canada, Japan, New
Zealand, South Africa or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons who come
into possession of any document or other information referred to
herein 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
jurisdictions.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States, Australia, Canada, Japan, New Zealand,
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act.
The offer and sale of securities referred to herein has not been
and will not be registered under the US Securities Act or under the
applicable securities laws of Australia, Canada, Japan, New Zealand
or South Africa. There will be no public offer of the Placing
Shares in the United States, Australia, Canada, Japan, New Zealand
or South Africa. Subject to certain exceptions, the Placing Shares
referred to herein may not be offered or sold in Australia, Canada,
Japan, New Zealand or South Africa or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada,
Japan, New Zealand or South Africa.
This announcement is directed at and is only being distributed
(A) in member states of the European Economic Area, to persons who
are qualified investors within the meaning of Article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC as amended
(including amendments by Directive 2010/73/EU) the "Prospectus
Directive"); (B) in the United Kingdom to persons who (i) have
professional experience in matters relating to investments and who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or, are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order; and (ii) are "qualified investors" as defined in section 86
of FSMA; and (C) otherwise, to persons to whom it may otherwise be
lawful to communicate it to (each a "Relevant Person"). No other
person should act or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons,
and will only be engaged with such persons. By accepting this
announcement you represent and agree that you are a Relevant
Person.
In connection with the Placing, N+1 Singer and any of its
affiliates, acting as investors for their own accounts, may take up
a portion of the Placing Shares in the Placing as a principal
position, and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in the Placing Shares
and other securities of the Company or related investments and may
offer or sell such Placing Shares or other investments otherwise
than in connection with the Placing. Accordingly, references in
this announcement to the Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any offer,
acquisition, placing or dealing in the Placing Shares by, N+1
Singer and any of its affiliates acting as an investor for their
own accounts. In addition, N+1 Singer or its affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which N+1 Singer (or its affiliates) may from time
to time acquire, hold or dispose of ordinary shares in the Company.
Neither N+1 Singer nor any of its affiliates intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholder, N+1 Singer or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholder, N+1 Singer or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Forward-looking statements:
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
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
IOEBZLFFVDFEBBF
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