TIDMTOT
RNS Number : 7003D
Total Produce Plc
01 February 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 February 2018
Total Produce plc
("Total Produce" or the "Company")
Result of Placing
The Board of Total Produce is pleased to announce the successful
completion of the placing of Ordinary Shares (the "Placing")
announced this morning.
A total of 63 million new Ordinary Shares in Total Produce (the
"Placing Shares") have been placed by Goldman Sachs International
("Goldman Sachs") and J&E Davy ("Davy") at a price of EUR2.30
per Placing Share (the "Placing Price"), raising gross proceeds of
approximately EUR145 million or $180 million (before expenses). The
Placing Shares represent approximately 19% of the Company's issued
ordinary share capital (excluding treasury shares) prior to the
Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares (other than treasury shares which are non-voting and do not
qualify for dividends), including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Ordinary Shares after the date of issue.
Applications have been made to the Irish Stock Exchange and to
the London Stock Exchange for the Placing Shares to be admitted to
trading on ESM and AIM respectively ("Admission"). It is expected
that settlement of the Placing Shares will occur, Admission will
become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 5 February 2018. The Placing is conditional,
among other things, upon Admission becoming effective and the
placing agreement between the Company, Goldman Sachs and Davy (the
"Placing Agreement") not being terminated in accordance with its
terms.
Following Admission, the total number of shares in issue in the
Company will be 387,829,462 (excluding 22,000,000 treasury
shares).
Balkan Investment Unlimited Company, which together with related
parties (including Arnsberg Investment Unlimited Company) (together
"Balkan") is the largest shareholder in the Company, is a related
party of the Company for the purposes of the AIM Rules and ESM
Rules by virtue of its status as a substantial shareholder of the
Company. Balkan has subscribed for approximately EUR27 million in
the Placing at the Placing Price. The Independent Directors
(excluding Carl McCann who is considered an Associate of Balkan
under the AIM Rules and the ESM Rules) of Total Produce consider,
having consulted with Davy, the Company's Nominated Adviser and ESM
Adviser, that the terms of the placing with Balkan are fair and
reasonable insofar as the Company's shareholders are concerned.
Goldman Sachs International ("Goldman Sachs") and J&E Davy
("Davy") are acting as Joint Bookrunners in respect of the Placing.
Coöperatieve Rabobank U.A. ("Rabobank" or the "Co-Lead Manager") is
acting as Co-Lead Manager in respect of the Placing.
The person responsible for arranging release of this
Announcement on behalf of Total Produce is Frank Davis.
For further information on the Announcement, please contact:
Total Produce plc: +353 1 8872600
Carl McCann, Executive Chairman
Rory Byrne, Chief Executive
Frank Davis, Finance Director
Jacinta Devine, Company Secretary
Goldman Sachs (Joint Bookrunner) +44 7774 1000
Tim Ingrassia
Hugo MacNeill
Duncan Stewart
Asad Ali
Christian Bauer
Davy (Nomad / ESM Adviser and Joint Bookrunner) +353 1 6796363
Ivan Murphy
Fergal Meegan
Barry Murphy
Ronan Veale
Orla Cowzer
Rabobank (Co-Lead Manager) +353 1 607 6100
Kevin Brady
Jeremy Perl
Willem Kröner
Wilson Hartnell PR (Media Enquiries) +353 1 6690030
Brian Bell
Important Notice
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Japan, South Africa or any
other state or jurisdiction in which the same would be restricted,
unlawful or unauthorised, in each case except pursuant to an
available exemption from applicable securities laws (each, a
"Restricted Territory").
This Announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory 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 the securities laws of
such jurisdictions. No public offer of the shares referred to in
this Announcement is being made in Ireland, the United Kingdom, any
Restricted Territory or elsewhere.
This Announcement has been issued by and is the sole
responsibility of the Company. Neither of the Joint Bookrunners,
nor the Co-Lead Manager, nor any of their respective affiliates
accept any responsibility whatsoever for the contents of the
information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of the Joint
Bookrunners or the Co-Lead Manager or any of their respective
affiliates in connection with the Company, the Placing Shares or
the Placing. The Joint Bookrunners and the Co-Lead Manager and each
of their respective affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by the Joint Bookrunners or the Co-Lead Manager or any of
their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
Subject to certain exemptions, the securities referred to herein
may not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or under the securities laws of, 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 or into the United States
absent registration under the Securities Act or 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. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a
limited number of "qualified institutional buyers" ("QIBs") within
the meaning of Rule 144A under the Securities Act ("Rule 144A") in
accordance with Rule 144A or pursuant to an exemption from the
registration requirements of the Securities Act in a transaction
not involving any "public offering" and (ii) outside the United
States in offshore transactions within the meaning of, and in
reliance on, Regulation S under the Securities Act ("Regulation
S").
Goldman Sachs, which is authorised by the Prudential Regulation
Authority in the United Kingdom and regulated in the United Kingdom
by the Prudential Regulation Authority and by the Financial Conduct
Authority, is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this
Announcement and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Bookrunner for the Company and no-one
else in connection with the Placing and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
Rabobank, which is regulated in the Netherlands by the Dutch
Central Bank ('De Nederlandsche Bank') and the Dutch Authority for
the Financial Markets ('Stichting Autoriteit Financiële Markten'),
is acting as Co-Lead Manager for the Company and for no-one else in
connection with the Placing referred to in this Announcement and is
not, and will not be, responsible to anyone other than the Company
for providing the protections afforded to its clients, nor for
providing advice in relation to the Placing and/or any other matter
referred to in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
the Co-Lead Manager 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
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions. 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.
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.
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 directors' current beliefs and expectations
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. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. 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 herein, whether as a result of new
information, future events or otherwise, except to the extent
required by the London Stock Exchange, the Irish Stock Exchange,
the Central Bank of Ireland or by applicable law. No statement in
this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for
the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.
The Placing has not been approved and will not be approved or
disapproved by the U.S. 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 Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
The most recent Annual and Interim Reports and other information
are available on the Total Produce website at
https://investors.totalproduce.com/investors. 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 company news service from the London Stock Exchange
END
IOELLFERFRILIIT
(END) Dow Jones Newswires
February 01, 2018 11:58 ET (16:58 GMT)
Total Produce (LSE:TOT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Total Produce (LSE:TOT)
Historical Stock Chart
From Jul 2023 to Jul 2024