TIDMSTOB
RNS Number : 0863R
Stobart Group Limited
25 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE PEOPLE'S
REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS REFERRED TO
BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE ON STOBART GROUP
LIMITED'S WEBSITE AT WWW.STOBARTGROUP.CO.UK/INVESTORS.
25 June 2020
Stobart Group Limited
("Stobart Group" or the "Company")
Results of General Meeting
The Company announces that, at the General Meeting held earlier
today, the resolutions set out in the Notice of General Meeting
(the "Resolutions") contained in the combined prospectus and
circular published by the Company on 5 June 2020 (the "Prospectus")
were duly passed without amendment on a poll by the requisite
majorities. The full text of the resolutions is set out in the
Notice of General Meeting.
Details of the total votes received in relation to the
Resolutions (representing 80.86% of the Company's existing issued
ordinary share capital of 374,652,662 Shares) are as follows
Resolution For* Against Votes subject
to discretion
No. of % No. of % No. of % Votes Total votes
votes votes votes withheld cast
*
============ ====== ======== ===== ========= ====== =========== ============
Increase in
share capital
1 by 302,813,355 99.97 62,246 0.02 2,050 0.01 50,142 302,927,793
================== ============ ====== ======== ===== ========= ====== =========== ============
Approval of
the Capital
2 Raise 302,790,149 99.96 85,452 0.03 2,050 0.01 50,142 302,927,793
================== ============ ====== ======== ===== ========= ====== =========== ============
Issue of Shares
on a non pre
3 emptive basis** 302,787,030 99.96 95,571 0.03 2,050 0.01 43,142 302,927,793
================== ============ ====== ======== ===== ========= ====== =========== ============
Issue of Shares
at a discount
of greater
than 10 per
4 cent. 302,810,236 99.97 62,246 0.02 5,169 0.01 50,142 302,927,793
================== ============ ====== ======== ===== ========= ====== =========== ============
Related party
transaction
with Toscafund
5 Asset Management 213,121,108 99.94 117,094 0.05 5,419 0.01 89,684,172 302,927,793
================== ============ ====== ======== ===== ========= ====== =========== ============
* A vote withheld is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.
** Passed as a special resolution.
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Firm Placing and Placing and
Open Offer to raise gross proceeds of GBP100 million (together, the
"Capital Raise"). The Capital Raise remains conditional upon,
amongst other things, Admission becoming effective by 8.00 a.m. on
29 June 2020 (or such later time and date as the Company and the
Joint Bookrunners may agree, being not later than 8.00 a.m. on 6
July 2020).
Applications have been made to the FCA and to the London Stock
Exchange for 250,273,461 New Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market
for listed securities respectively. It is expected that Admission
will become effective, and dealings in the New Shares will
commence, at 8.00 a.m. on 29 June 2020. The aggregate number of New
Shares in respect of which Admission has been sought includes
273,461 New Shares to be issued, pursuant to the existing
pre-emption disapplication authority granted at the Company's 2019
annual general meeting, on the same terms and conditions as the
Capital Raise.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions has been submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results
of the General Meeting held on 25 June 2020 will be available to
view on the Company's website at
www.stobartgroup.co.uk/investors.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the Existing Shares and
carry the right to receive all dividends and distributions
declared, made or paid in respect of the Shares after
Admission.
The total issued share capital of Stobart Group following
Admission will be 624,926,123 Shares and 1,000 Deferred Shares,
with no Shares held in treasury. The total number of voting rights
of the Company will therefore be 624,926,123 and 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 in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the Prospectus, which is
available on the Company's website
(www.stobartgroup.co.uk/investors).
For further enquiries please contact:
Stobart Group Limited C/o Newgate Communications
Charlie Geller, Communications
Director
---------------------------
+44 203 757 3406 /
Newgate Communications +44 203 757 6884
---------------------------
Giles Croot / Ian Silvera / Megan stobart@newgatecomms.com
Kovach
---------------------------
Canaccord Genuity Limited (Joint
Sponsor, Joint Bookrunner, Joint
Global Co-ordinator and Corporate
Broker to Stobart Group) +44 (0) 20 7523 8300
---------------------------
Adam James / Andrew Potts / Angelos
Vlatakis / Chris Robinson
---------------------------
UBS AG London Branch (Joint Sponsor,
Joint Bookrunner, Joint Global
Co-ordinator and Financial Adviser
to Stobart Group) +44 (0)20 7567 8000
---------------------------
David James / Ian Hart / Alex
Bloch / Alistair Smith
---------------------------
Important notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in conjunction with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by
the Company in connection with the Capital Raise.
A copy of the Prospectus is available on the Company's website
at www.stobartgroup.co.uk/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. The Prospectus provides further details of the New
Shares being offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable 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. There will be no public offer of
the New Shares in the United States. None of the New Shares, Open
Offer Entitlements, Excess Open Offer Entitlements, this
announcement or any other document connected with the Capital Raise
has been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions
of any state or other jurisdiction of the United States or any
US
regulatory authority, nor have any of the foregoing authorities
has passed upon or endorsed the merits of the offering of the New
Shares, Open Offer Entitlements, or Excess Open Offer Entitlements
or the accuracy or adequacy of this announcement or any other
document connected with the Capital Raise. Any representation to
the contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell, allot or issue, or any offer or invitation to
purchase or subscribe for, New Shares, or to take up any
entitlements to New Shares, in any jurisdiction or any solicitation
to purchase or subscribe for, any securities in the United States
or Australia, Canada, Hong Kong, Japan, the People's Republic of
China, the Republic of South Africa (the "Excluded Territories") or
in any jurisdiction to whom or in which such offer or invitation is
unlawful, nor does the fact of its distribution form the basis of,
or be relied upon in connection with, or act as any inducement to
enter into, any contract or commitment whatsoever with respect to
such securities, the Company or otherwise.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Application Forms should not be distributed, forwarded to or
transmitted in or into the United States or any Excluded
Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raise. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder 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.
Notice to all investors
Canaccord Genuity Limited ("Canaccord") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom. UBS AG London Branch ("UBS" and together with Canaccord,
the "Joint Bookrunners") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland, and it is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company
and no one else in connection with the Capital Raise or any other
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Capital Raise and/or any other matter 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 Joint Bookrunners or by any of their
respective 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 either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the New Shares or the Capital Raise and any responsibility therefor
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or in respect of any statements
or other information contained in this announcement and no
representation or warranty, express or implied, is made by either
Joint Bookrunner or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Canaccord and
UBS.
In connection with the Capital Raise, each of their Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may take up a portion of the
shares in the Capital Raise as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the Capital Raise or otherwise.
Accordingly, references in the Prospectus to the Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any
of their respective affiliates acting as investors for their own
accounts. Except as required by applicable law or regulation, the
Joint Bookrunners do not propose to make any public disclosure in
relation to such transactions.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Company's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. No
representation or warranty is made that any forward-looking
statement will come to pass.
You are advised to read the Prospectus and the information
incorporated by reference therein in their entirety, and, in
particular, the section of the Prospectus headed "Risk Factors",
for a further discussion of the factors that could affect Stobart
Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements, including statements
regarding prospective financial information, in this announcement
may not occur. These statements are not fact and should not be
relied upon as being necessarily indicative of future results, and
readers of this announcement are cautioned not to place undue
reliance on the forward-looking statements, including those
regarding prospective financial information.
No statement in this announcement is intended as a profit
forecast, and no statement in this announcement should be
interpreted to mean that underlying operating profit for the
current or future financial years would necessarily be above a
minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.
Neither the Company nor any of Canaccord or UBS are under any
obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result
of new information, future events or otherwise, other than in
accordance with their legal or regulatory obligations (including,
for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules and Disclosure Guidance and Transparency Rules).
Subject to the Prospectus Regulation Rules, the Listing Rules and
the Disclosure Guidance and Transparency Rules, the issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
in it is correct as at any subsequent date.
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
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