TIDMNXR
RNS Number : 1923L
Norcros PLC
12 May 2022
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, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN NORCROS 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 NORCROS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014, WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR").
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
12 May 2022
Norcros plc ("Norcros" or the "Company")
Results of Placing
Norcros, a market leading supplier of high quality and
innovative bathroom and kitchen products, is pleased to announce
the successful completion of the placing announced on 11 May 2022
(the "Placing") (the "Placing Announcement").
A total of 8,088,700 new ordinary shares of 10 pence each in the
capital of the Company ("Ordinary Shares") (the "Placing Shares")
have been placed by Numis Securities Limited ("Numis") at a price
of 230 pence per Placing Share (the "Placing Price"), raising gross
proceeds of approximately GBP18.6 million (before expenses). The
proceeds from the Placing will be used to part-fund the acquisition
of Granfit Holdings Limited ("Grant Westfield"), as announced by
the Company yesterday (the "Acquisition"), and associated costs.
Details of the Acquisition were contained in a separate
announcement released by the Company yesterday (the "Acquisition
Announcement"), which should be read in conjunction with this
announcement and the Placing Announcement.
Terms defined in the Placing Announcement have the same meanings
in this announcement (this "Announcement") unless the context
provides otherwise.
The Placing Shares represent approximately 9.9 per cent. of the
issued ordinary share capital of the Company prior to the Placing.
The Placing Price is equal to the closing price of 230 pence on 11
May 2022, being the last practicable date prior to the date of this
Announcement.
The Company consulted with a number of its major shareholders
prior to the Placing and has respected the principles of
pre-emption through the allocation process insofar as possible. The
Company is pleased by the strong support it has received from new
and existing shareholders.
Admission and Dealings
Application has been made for the Placing Shares to be listed on
the premium listing segment of the official list of the FCA and to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") (together, "Admission").
Admission is expected to take place on or before 8.00 a.m. on 16
May 2022. The Placing is conditional, amongst other things, upon
Admission becoming effective and upon the sponsor and placing
agreement entered into yesterday between the Company and Numis (the
"Sponsor and Placing Agreement") not being terminated in accordance
with its terms prior to Admission. The Placing is not conditional
upon the approval of the Company's shareholders nor is it
conditional on the Acquisition completing.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Smaller related party transaction
Premier Miton Group Plc ("Premier Miton") was, within the 12
months before the date of the Placing, a substantial shareholder in
the Company for the purposes of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10%
of the votes able to be cast at general meetings of the Company.
Premier Miton has agreed to acquire 800,000 Placing Shares in the
Placing, amounting to a total subscription of approximately GBP1.8
million, under, and on the terms and conditions of, the Placing.
Under Listing Rule 11.1.10R, the participation in the Placing by
Premier Miton constitutes a "smaller related party transaction" and
this part of this Announcement is therefore made in accordance with
Listing Rule 11.1.10R(2)(c).
Total Voting Rights
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, immediately following Admission, the Company
will have a total issued share capital of 89,152,452 Ordinary
Shares. None of the Ordinary Shares are held in treasury.
The above figure may be used by shareholders (and others with
notification obligations) 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.
This Announcement should be read in its entirety. In particular,
investors should read and understand the information provided in
the "Important Notices" section below.
For further information please contact:
Norcros plc Tel: 01625 547 700
Nick Kelsall, Chief Executive
Officer
James Eyre, Chief Financial
Officer
Numis Tel: 0207 260 1000
Richard Thomas
Jonathan Wilcox
William Baunton (ECM)
George De Felice
Hudson Sandler Tel: 0207 796 4133
Charlie Jack
Sophie Miles
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Richard Collins, Group Counsel and Company
Secretary.
IMPORTANT NOTICES
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 has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Numis, or by any of its
partners, directors, officers, employees, advisers, consultants,
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 any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Numis or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
Numis by the Financial Services and Markets Act 2000, as amended
("FSMA") or by the regulator regime established under it, no
responsibility or liability is accepted by Numis or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement.
Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to
anyone other than the Company for providing the protections
afforded to clients of Numis or for providing advice in connection
with the contents of this Announcement or for any other matters
referred to herein.
Cautionary statements
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. 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. The
information contained in this Announcement is subject to change
without notice and, except as required by
applicable law or regulation (including to meet the requirements
of the FCA's Listing Rules, MAR and/or FSMA), 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 statements are based. Statements
contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or
activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
The Placing Shares to be issued 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 (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
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END
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May 12, 2022 02:02 ET (06:02 GMT)
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