TIDMSPR
RNS Number : 2200U
Springfield Properties PLC
01 December 2021
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, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SPRINGFIELD
PROPERTIES 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 SPRINGFIELD PROPERTIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR").
Springfield Properties plc
("Springfield" or the "Company")
Close of Bookbuild and Result of Placing
The Board of Springfield (AIM: SPR), a leading housebuilder in
Scotland delivering private and affordable housing, is pleased to
announce that, further to the announcement made earlier today (the
"Launch Announcement"), the Placing has now closed. The Placing was
oversubscribed and, subject to completion, the Company has raised
gross proceeds of approximately GBP22.0 million through the placing
of 15,714,286 Placing Shares at the Placing Price of 140 pence per
Placing Share.
Innes Smith, CEO of the Company, commented :
" We are very pleased to have successfully raised GBP22m in this
placing, which will be used to accelerate our growth through the
acquisition of Tulloch Homes. We have received excellent support
from new and existing investors, for which we thank them. Our
stated strategy is to grow organically as well as via acquisitions
while maintaining a strong focus on building high-quality homes and
creating sustainable communities. This transaction represents great
delivery on that strategy. We look forward to updating the market
on our progress and to generating value for our shareholders. "
General Meeting
The Placing is conditional, inter alia, upon the approval of the
Placing by Shareholders at a general meeting of the Company, which
is expected to be convened for 9 a.m. on 20 December 2021 (the
"General Meeting").
The Circular is expected to be posted to Shareholders on or
around 3 December 2021 and the Circular, once published, will be
available on the Company's website at www.springfield.co.uk.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur
at 8.00 a.m. on 21 December 2021 (or such later time or date as SCM
may agree with the Company, being no later than 8.00 a.m. on the
date falling 10 business days following 21 December 2021) and that
dealings in the Placing Shares will commence at that time.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
Enquiries:
Springfield Properties
Sandy Adam, Chairman
Innes Smith, Chief Executive Officer +44 1343 552550
-----------------
Singer Capital Markets
-----------------
Shaun Dobson, Rachel Hayes, James Moat
(Investment Banking) +44 20 7496 3000
-----------------
Luther Pendragon
-----------------
Harry Chathli, Claire Norbury +44 20 7618 9100
-----------------
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand, or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
This Announcement has been issued by, and is the sole
responsibility of, the Company. The distribution of this
Announcement or any information contained in it, and the offering
or sale of securities in jurisdictions other than the United
Kingdom may be restricted by law, and therefore persons coming into
possession of this Announcement and/or any related communications
should inform themselves about and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and it is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
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 SCM, the Nomad nor any of their
affiliates or agents (or any of their respective directors,
officers, employees or advisers) for the contents of the
information contained in this Announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of SCM, the Nomad nor any of
their affiliates in connection with the Company, the Placing Shares
or the Placing or the Acquisition and any responsibility and
liability whether arising in tort, contract or otherwise therefore
is expressly disclaimed.
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 Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
This Announcement and the information contained herein are not
an offer of securities for sale in the United States . The Placing
Shares described in this Announcement have not been, and will not
be , registered under the US Securities Act of 1933, as amended
(the "Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold , resold, transferred or delivered , directly or indirectly,
within, in or into the United States , unless registered under the
Securities Act or pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and , in each case, in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. The Placing Shares are being offered and sold
solely outside of the United States in offshore transactions in
accordance with Regulation S under the Securities Act ("Regulation
S"). There will be no public offering of the Placing Shares in the
United States. No representation is being made as to the
availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares .
The Placing Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Fundraising or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
Furthermore, the Placing Shares have not been and will not be
registered under the applicable laws of any of Australia, Canada,
Japan, the Republic of Ireland, the Republic of South Africa or of
any other jurisdiction where to do so would be unlawful and,
consequently, may not be offered or sold to any national, resident
or citizen thereof. The distribution of this Announcement and the
placing of the Placing Shares as set out in this Announcement in
certain jurisdictions may be restricted by law. No action has been
taken that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdictions
where action for that purpose is required. Persons into whose
possession this Announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction.
Singer Capital Markets Securities Limited, which is authorised
and regulated in the United Kingdom by the FCA, is acting as broker
and bookrunner exclusively to the Company and to no-one else in
connection with the Placing and Admission and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients, nor
for providing advice in relation to the Placing or Admission or any
other matters referred to in this Announcement.
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the United Kingdom, is acting as nominated adviser to
the Company for the purposes of the AIM Rules in connection with
the Placing and Admission and to no-one else in connection with the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing or
Admission or any other matters referred to in this Announcement.
Singer Capital Markets Advisory LLP's responsibilities as the
Company's nominated adviser under the AIM Rules are owed solely to
the London Stock Exchange and are not owed to the Company, any
director of the Company or to any other person .
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the
directors of the Company and involve known and unknown risks,
uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual
results and performance to differ materially from any expected
future results or performance expressed or implied by the
forward-looking statement. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, global events (such as pandemics), economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not
occur.
The information contained in this Announcement speaks only as of
the date of this Announcement and is subject to change without
notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or
review any of the information contained to this Announcement,
whether as a result of new information, future events or otherwise,
except to the extent required by the FCA, the AIM Rules, UK MAR,
the rules of the London Stock Exchange or by applicable law.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors, investors who meet the criteria of professional clients
and eligible counterparties, each as defined in the UK Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (for the purposes of UK
Product Governance Requirements) should note that: (a) the price of
the Placing Shares may decline and investors could lose all or part
of their investment; (b) the Placing Shares offer no guaranteed
income and no capital protection; and (c) an investment in the
Placing Shares 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, SCM 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIUPGUAPUPGGUG
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