TIDMSWG
RNS Number : 8417K
Shearwater Group PLC
24 April 2020
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, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
24 April 2020
Shearwater Group plc
Results of Placing and Total Voting Rights
Shearwater Group plc (AIM: SWG) ("Shearwater", the "Company" or,
together with its subsidiary undertakings, the "Group" ), the
organisational resilience group, is pleased to announce that,
further to the announcement made earlier today (the "Placing
Announcement") an aggregate of 1,562,500 new ordinary shares of 10
pence each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") have been successfully placed with existing and
new institutional investors by Berenberg at a price of 240 pence
per Placing Share (the "Placing Price") to raise approximately
GBP3.75 million (before expenses) (the "Placing").
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Placing
Announcement, unless the context provides otherwise.
The Placing Price represents a discount of 17.2 per cent. to the
closing middle market share price of 290 pence per Ordinary Share
on 23 April 2020 and a discount of 3.6 per cent. to the volume
weighted average price over the last 20 trading days of 249 pence.
[1] The Placing Shares being issued represent approximately 7.1 per
cent. of the existing issued ordinary share capital of the Company
prior to the Placing.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission").
Settlement for the Placing Shares and Admission is expected to take
place on or before 8.00 a.m. on 30 April 2020. The Placing is
conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing Ordinary Shares in issue.
Director Participation in the Placing
Certain of the Directors of the Company have conditionally
subscribed for an aggregate of 104,166 Placing Shares in the
Placing. The individual subscriptions of the participating
Directors are set out below:
Director Existing Existing Number of Ordinary Ordinary
Ordinary Ordinary Placing Shares on Shares on
Shares Shares as Shares Admission Admission
% of issued as % of
Ordinary enlarged
Share capital Ordinary
Share capital
David Williams 1,381,674* 6.2% 52,083 1,433,757 6.1%
------------ --------------- ---------- ----------- ---------------
Phil Higgins 2,251,667** 10.2% 52,083 2,303,750 9.7%
------------ --------------- ---------- ----------- ---------------
*including 75,000 Ordinary Shares held by Wentworth Limited, a
company in which David Williams has a beneficial interest.
**including 122,500 Ordinary Shares held by VJM Investments, a
company closely associated with Philip Higgins.
The notifications below, made in accordance with the
requirements of the EU Market Abuse Regulation, provide further
details in relation to the Directors' participation in the
Placing.
Total voting rights
On Admission, the Company will have 23,671,817 Ordinary Shares
in issue. There are no Ordinary Shares held in treasury. Therefore,
the Company confirms that the total number of voting rights in the
Company will, from Admission, be 23,671,817. 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 to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
The person responsible for arranging the release of this
Announcement on behalf of the Company is David Williams, Chairman
of the Company.
Enquiries:
Shearwater Group plc c/o Instinctif Partners
David Williams, Chairman
Phil Higgins, Chief Executive Officer
Berenberg (Sole Bookrunner and Joint Broker)
Matthew Armitt / Mark Whitmore +44 (0)20 3207 7800
Cenkos Securities plc (Nominated Adviser
and Joint Broker)
Max Hartley / Ben Jeynes - NOMAD
Julian Morse / Michael Johnson - Sales +44 (0)20 7397 8900
Instinctif Partners shearwater@instinctif.com
Adrian Duffield / Chantal Woolcock +44 (0)20 7457 2815
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
About Shearwater
Shearwater is an award-winning organisational resilience group
that provides cyber security, advisory and managed security
services to help assure and secure businesses in a connected global
economy. The Group's comprehensive cyber security solutions and
advisory services maintain trust between users, provide assurance
around the protection of information assets and critical
infrastructure, and support organisations' operational
effectiveness. Its capabilities include identity and access
management and data security, cyber security solutions and managed
security services, and security governance, risk and compliance.
The Group is headquartered in the UK with offices in the US, UK and
Europe, serving customers across the globe who are active in a
broad spectrum of industries. Shearwater's shares are admitted to
trading on the London Stock Exchange's AIM market under the ticker
"SWG". For more information, please visit
www.shearwatergroup.com.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Wentworth Limited
-------------------------- ---------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status A company in which David Williams,
Shearwater Chairman, has a beneficial
interest
-------------------------- ---------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Shearwater Group plc
-------------------------- ---------------------------------------
b) LEI 213800ZRUKUYDJLKD504
-------------------------- ---------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description of the Ordinary shares of 10 pence each
financial instrument,
type of instrument
GB00B00T3528
Identification code
-------------------------- ---------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
-------------------------- ---------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
240 pence 52,083
----------
-------------------------- ---------------------------------------
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
-------------------------- ---------------------------------------
e) Date of the transaction 24 April 2020
-------------------------- ---------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- ---------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name VJM Investments
-------------------------- ------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------
a) Position/status A company closely associated with
Phil Higgins, Shearwater Chief Executive
Officer
-------------------------- ------------------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name Shearwater Group plc
-------------------------- ------------------------------------------
b) LEI 213800ZRUKUYDJLKD504
-------------------------- ------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------
a) Description of the Ordinary shares of 10 pence each
financial instrument,
type of instrument
GB00B00T3528
Identification code
-------------------------- ------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
-------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
240 pence 52,083
----------
-------------------------- ------------------------------------------
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
-------------------------- ------------------------------------------
e) Date of the transaction 24 April 2020
-------------------------- ------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- ------------------------------------------
IMPORTANT NOTICES
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, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. 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 THE UNITED
KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (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)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (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 SHEARWATER GROUP 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 OTHER 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.
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,
Berenberg 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 Berenberg to inform themselves about
and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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,
New Zealand, Canada, Japan 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 in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation 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) (the "FSMA") 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 from 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, New Zealand, 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, New Zealand, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
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
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.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively for the Company in connection
with the Placing and will not be acting for any other person
(including any Placees) and will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Berenberg or for advising any other person in respect of
the 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 Berenberg 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 therefore 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 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 nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
[1] Bloomberg as at 24 April 2020
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
MSCKKQBQBBKDPQB
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