TIDMPSDL
RNS Number : 9590Q
Phoenix Spree Deutschland Limited
03 March 2016
3 March 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA,
OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
Phoenix Spree Deutschland Limited
(the "Company")
Results of Extraordinary General Meeting and Initial Issue
On 9 February 2016, the Board of Phoenix Spree Deutschland
Limited announced details of a proposed fundraising pursuant to
which gross proceeds of GBP33.0 million were conditionally raised
by way of a Firm Placing and additional gross proceeds of up to
GBP5.0 million were available by way of an Offer for Subscription
(together the "Initial Issue"), all at 168 pence per New Share
("Initial Issue Price"). The Board also announced a proposed
Placing Programme to enable the Company to raise capital in an
efficient and cost-effective manner over the next 12 months
(together with the Initial Issue, the "Issues"). The Issues are
conditional, inter alia, on Shareholder approval.
The Board is pleased to announce that at the Extraordinary
General Meeting held at 10.00 a.m. today, the Resolutions set out
in the Circular sent to Shareholders on 9 February 2016 in
connection with the Issues were duly passed on a show of hands.
Details of the proxies from Shareholders in respect of each
Resolution are set out below:
Resolution For Against Withheld
Number % Number % Number
1 18,472,977 99.03 180,033 0.97 15,000
2 18,272,983 97.88 395,027 2.12 0
The voting figures will also be displayed shortly on the Group's
website www.phoenixspree.com.
In accordance with paragraph 9.6.2 of the Listing Rules, the
Resolutions will shortly be available for inspection at the FCA
document viewing facility: http://www.morningstar.co.uk/uk/NSM.
The Board is also pleased to announce the results of the Initial
Issue. Based on valid applications and commitments received, the
gross proceeds of the Initial Issue have been determined to be
GBP38.0 million (approximately GBP36.6 million net of
expenses).
A total of 22,619,047 New Shares will be issued at the Initial
Issue Price (subject to the conditions noted below), of which
19,642,857 New Shares will be issued pursuant to the Firm Placing
and 2,976,190 New Shares will be issued pursuant to the Offer for
Subscription.
The Initial Issue remains conditional upon, amongst other
things, (a) the Sponsor and Placing Agreement becoming wholly
unconditional (save as to Initial Admission) and not having been
terminated in accordance with its terms prior to Initial Admission;
and (b) Initial Admission occurring by 8.00 a.m. on 4 March 2016
(or such later date, not being later than 31 March 2016, as the
Company and Liberum may agree).
Application has been made to the Financial Conduct Authority
("FCA") and to the London Stock Exchange for the 22,619,047 New
Shares to be admitted to the premium segment of the Official List
of the UK Listing 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 that dealings for
normal settlement in the New Shares will commence at 8.00 a.m. on 4
March 2016.
The New Shares issued under the Initial Issue will rank pari
passu in all respects with the existing Shares including the right
to receive any dividend for the period from 1 July 2015 to 31
December 2015.
Following Admission, the number of Shares that the Company has
in issue will be 92,491,345. No shares are held in treasury. The
total number of voting rights of the Company will be 92,491,345 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 to, their interest in the
Company under the Disclosure and Transparency Rules of the FCA.
Robert Hingley, Chairman of Phoenix Spree Deutschland,
commented:
"I am delighted at the success of the fund raising which will
enable us to continue to grow the portfolio, particularly in Berlin
where a significant market opportunity exists. The placing
programme, approved today, will allow us to continue to access the
market to take advantage of acquisition opportunities as they
arise, to increase our exposure to the highly attractive German
residential market."
For further information please contact:
PMM Partners UK Limited (Property
Advisor)
Mike Hilton
Matthew Northover
Paul Ruddle
Stuart Young +44 (0) 20 7292 7153
Liberum Capital Limited (Sponsor
and Bookrunner)
Shane Le Prevost
Richard Crawley
Christopher Britton
Jill Li +44 (0) 20 3100 2222
Bell Pottinger (Financial Public
Relations)
Nick Lambert
Victoria Geoghegan
Elizabeth Snow +44 (0) 20 3772 2500
IMPORTANT INFORMATION
Terms defined in the Prospectus have the same meaning when used
in this announcement, unless the context requires otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and for no-one else in connection with any
Admission and the Issues and the other transactions and
arrangements referred to in this announcement and is not acting
for, nor will it be responsible to any other person (whether or not
a recipient of this announcement) in connection with, any Admission
and the Issues including for providing the protections afforded to
clients of Liberum or for providing advice in connection with any
Admission, the Issues, the contents of this announcement or any
transaction, arrangement or other matter referred to in this
announcement. Liberum is not responsible for the contents of this
announcement. Liberum has not authorised the contents of, or any
part of, this announcement and no liability whatsoever is accepted
by Liberum nor does it make any representation or warranty, express
or implied, for the accuracy of any information or opinion
contained in this announcement or for the omission of any
information. Liberum disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement. This does not
exclude or limit any responsibilities which Liberum may have under
FSMA or the regulatory regime established thereunder.
The distribution of this announcement and other documents and/or
information in connection with any Admission and the Issues in
other jurisdictions may be restricted by law and therefore neither
this announcement nor any other documents and/or information in
connection with any Admission and the Issues may be published,
distributed or transmitted by any means or media directly or
indirectly, in whole or in part in or into any jurisdiction except
under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession any
document and/or other information referred to herein comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdictions. This
announcement does not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction in
which such offer would be unlawful. In particular, this
announcement does not constitute an offer to buy securities, and it
is not for distribution, directly or indirectly, in or into the
United States of America, Canada, Australia, the Republic of South
Africa, or Japan.
The information contained in this announcement does not
constitute an offering of securities for sale in the United States.
The Shares have not been, and will not be, registered under the
United States Securities Act 1933 (as amended) nor under the
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States of America or of
any province or territory of Canada, Australia, the Republic of
South Africa or Japan, nor in any country or territory where to do
so may contravene local securities laws or regulations and will not
be made to any national, resident or citizen of the United States
of America, Canada, Australia, the Republic of South Africa or
Japan. In addition, the Company has not been, and will not be,
registered under the United States Investment Company 1940 (as
amended).
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
REGSSMFFDFMSEED
(END) Dow Jones Newswires
March 03, 2016 06:27 ET (11:27 GMT)
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