TIDMSSTY
RNS Number : 9377I
Safestay PLC
29 November 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
For immediate release
29 November 2018
Safestay plc
("Safestay" or the "Company")
Results of Placing and Subscription to raise GBP10 million
and
Notice of General Meeting
Following its announcement earlier today, the Company is pleased
to announce that it has raised GBP10 million by way of a placing of
27,609,496 new ordinary shares ("Placing Shares") at a price of 34p
per Placing Share and subscriptions for 1,802,269 new ordinary
shares ("Subscription Shares") at a price of 34p per Subscription
Share.
The Placing Shares and Subscription Shares represent in
aggregate approximately 86 per cent. of the Company's issued share
capital prior to the Placing and Subscription.
The Placing and Subscription are conditional upon, inter alia,
certain resolutions being passed at a general meeting of the
Company (the "General Meeting"), which is to be convened for 10.00
a.m. on 17 December 2018, to be held at the offices of Dechert LLP,
160 Queen Victoria Street, London, EC4V 4QQ. The Circular
containing the notice of the General Meeting and setting out
(amongst other things) the terms and conditions of the Open Offer
referred to in the Company's earlier announcement of today is
expected to be despatched to Shareholders shortly.
Application will be made for the admission of the New Ordinary
Shares (as defined in the Company's earlier announcement of today),
which will rank pari passu with the existing Ordinary Shares, to be
admitted to trading on AIM ("Admission"). Admission is expected to
occur at 8.00 a.m. on 18 December 2018.
Directors' Participation and Related Party Transactions
The Company is pleased to confirm that all of the Directors have
committed to participate in the Fundraising.
Pyrrho Investments Limited ("Pyrrho"), of which Anson Chan and
Paul Cummins are directors and Anson Chan's family trust is
shareholder, has committed to subscribe for up to 9,698,897 Placing
Shares in the Placing. Due to the size of Pyrrho's existing holding
of 9,326,741 Ordinary Shares in the capital of the Company,
representing approximately 27.26 per cent. of the current issued
share capital, this transaction is considered to be a related party
transaction pursuant to AIM Rule 13 of the AIM Rules.
Safeland Holdings Corporation and Safeland plc (together
"Safeland"), of which Larry Lipman is a shareholder, have committed
to subscribe for up to 294,117 and 1,176,470 Subscription Shares in
the Subscription respectively. Due to the combined size of
Safeland's existing holding of 3,945,114 Ordinary Shares in the
capital of the Company, representing approximately 11.5 per cent.
of the current issued share capital, this transaction is considered
to be a related party transaction pursuant to AIM Rule 13 of the
AIM Rules.
Larry Lipman, in his own personal capacity, has also committed
to subscribe for up to 149,999 Subscription Shares in the
Subscription. Due to Larry Lipman's position as Chairman of the
Company, this transaction is considered to be a related party
transaction pursuant to AIM Rule 13 of the AIM Rules.
Nuno Sacremento has committed to subscribe for up to 29,411
Subscription Shares in the Subscription Due to Nuno Sacremento's
position as Chief Operating Officer of the Company, this
transaction is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules.
Hervé Deligny has committed to subscribe for up to 44,117
Subscription Shares in the Subscription. Due to Hervé Deligny's
position as Chief Financial Officer of the Company, this
transaction is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules.
Stephen Moss has committed to subscribe for up to 108,155
Subscription Shares in the Subscription. Due to Stephen Moss'
position as a non-executive Director of the Company, this
transaction is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules.
Michael Hirst has committed to subscribe for up to 42,976
Placing Shares in the Placing. Due to Michael Hirst's position as a
non-executive Director of the Company, this transaction is
considered to be a related party transaction pursuant to AIM Rule
13 of the AIM Rules.
Canaccord Genuity Limited, the Company's nominated adviser,
considers that the terms of the related party transactions
described above are fair and reasonable insofar as Shareholders are
concerned.
Enquiries:
Safestay plc +44 (0) 20 8815 1600
Larry Lipman
Nuno Sacramento
Hervé Deligny
Canaccord Genuity Limited
(Nominated Adviser and Broker) +44 (0) 20 7523 8000
Chris Connors
Martin Davison
Michael Reynolds
Novella +44 (0) 20 3151 7008
Tim Robertson
Toby Andrews
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS DIRECTED ONLY
AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC AS
AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AND (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.) OF THE ORDER OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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 BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SATURN PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan, New Zealand or the Republic
of South Africa or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Canaccord Genuity Limited is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and
is acting exclusively for the Company and no one else in connection
with the Bookbuilding Process and the Placing, and the Bookrunner
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuilding
Process or the Placing or any other matters referred to in this
Announcement.
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 the Bookrunner or by any of its
affiliates 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 or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast 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.
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, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
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.
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
MSCEAAFNASFPFFF
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November 29, 2018 07:55 ET (12:55 GMT)
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