TIDMCSP
RNS Number : 8659T
Countryside Properties PLC
23 July 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI: 213800J3U1EMU8XMB493
For immediate release
23 July 2020
Countryside Properties PLC
Result of Placing
Countryside Properties PLC ("Countryside" or the "Company" and
together with its subsidiaries, the "Group") announces the
successful pricing of the placing of new ordinary shares of 1 penny
each in the capital of the Company (the "Ordinary Shares")
announced yesterday (the "Placing") as well as the concurrent offer
made by the Company for retail investors to subscribe for Ordinary
Shares via the PrimaryBid platform (the "Retail Offer") .
A total of 72,983,484 new Ordinary Shares (the " Placing Shares
") have been placed with institutional investors by Barclays Bank
PLC ("Barclays") and Numis Securities Limited ("Numis") at a price
of 335 pence per Placing Share (the "Placing Price" ). Barclays and
Numis are acting as Joint Global Coordinators and Joint Bookrunners
(together, the "Bookrunners") in respect of the Placing.
A total of 1,557,119 new Ordinary Shares (the "Retail Shares")
have been subscribed for in the Retail Offer at the Placing
Price.
Concurrently with the Placing, certain directors of the Company
("Directors") and members of the senior management team of the
Group ( and/or in each case persons closely associated with them )
have subscribed for an aggregate of 86,267 new Ordinary Shares (the
"Subscription Shares"), at the Placing Price, pursuant to
subscription letters entered into with the Company (the
"Subscription"). A further 33,730 Placing Shares have been placed
with the other Directors and certain members of the senior
management team of the Group ( and/or in each case persons closely
associated with them ) at the Placing Price. The total gross
proceeds of such Director and senior management participation will
be approximately GBP402,000.
The total gross proceeds of the Placing, the Subscription and
the Retail Offer will be approximately GBP250 million in aggregate.
The Placing Price represents a discount of approximately 6.7 per
cent to the closing share price on 22 July 2020.
The Placing Shares, the Subscription Shares and the Retail
Shares being issued together will constitute 74,626,870 new
Ordinary Shares, representing approximately 16.6 per cent of the
Company's issued share capital immediately prior to the Placing,
the Subscription and the Retail Offer.
Countryside 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
Group is pleased by the strong support it has received from new and
existing shareholders, including retail shareholders via the Retail
Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares, the Subscription Shares
and the Retail Shares to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the LSE (together, "Admission"). It is
expected that Admission will become effective on or before 8.00
a.m. on 27 July 2020. The Placing and the Subscription are each
conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement between the Company and
Bookrunners not being terminated in accordance with its terms. The
Retail Offer is also conditional upon Admission becoming effective
and upon the placing agreement not being terminated in accordance
with its terms.
The Placing Shares, the Subscription Shares and the Retail
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after the date of issue.
Following Admission, the total number of shares in issue in the
Company will be 524,626,870 Ordinary Shares. The Company does not
hold any shares in treasury, and therefore the total number of
voting rights in Countryside will be 524,626,870 following
Admission. 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.
Smaller related party transactions
Standard Life Aberdeen ("SLA") is a substantial shareholder of
the Group and a related party of the Company for the purposes of
the Listing Rules and has agreed to subscribe for 9,084,169 Placing
Shares in the Placing at the Placing Price, representing an
aggregate consideration of approximately GBP30.4 million. The
participation in the Placing by SLA constitutes a smaller related
party transaction for the purpose of Listing Rule 11.1.10R.
Aviva Investors ("Aviva") is also a substantial shareholder of
the Group and a related party of the Company for the purposes of
the Listing Rules and has agreed to subscribe for 6,509,512 Placing
Shares in the Placing at the Placing Price, representing an
aggregate consideration of approximately GBP21.8 million. The
participation in the Placing by Aviva constitutes a smaller related
party transaction for the purpose of Listing Rule 11.1.10R.
PDMR notifications
The following Directors of the Company and other persons
discharging managerial responsibilities and/or persons closely
associated with them have agreed to subscribe pursuant to the
Subscription, or to participate via the Placing, for in aggregate
119,997 new Ordinary Shares, at the Placing Price, as follows:
Name Number of new Ordinary Shares
David Howell 10,746
------------------------------
Iain McPherson 28,358
------------------------------
Michael Scott 14,179
------------------------------
Amanda Burton 2,388
------------------------------
Gillian Hurt (closely associated
person of Douglas Hurt) 2,537
------------------------------
Sally Morgan 2,089
------------------------------
Simon Townsend 11,940
------------------------------
Phillip Lyons 4,477
------------------------------
Victoria Prior 2,985
------------------------------
Gary Whitaker 2,985
------------------------------
Michael Woolliscroft 14,925
------------------------------
Nicholas Worrall 22,388
------------------------------
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is being
released on behalf of Countryside Properties PLC by Gary Whitaker,
General Counsel and Company Secretary.
For further information on the announcement, please contact:
Countryside +44 (0) 1277 260 000
Victoria Prior, Managing Director, Corporate Affairs
Barclays (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker) +44 (0) 20 7623 2323
Rob Mayhew
Richard Bassingthwaighte
Numis (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker) +44 (0) 207 260 1000
Heraclis Economides
Oliver Hardy
Ben Stoop
Brunswick +44 (0) 20 7404 5959
Nina Coad
Charles Pretzlik
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN 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, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, into or within the United
States, absent registration under the Securities Act, 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 securities referred to
herein have not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to
herein. No public offering of the Placing Shares is being made in
the United States. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States,
Australia, Canada, the Republic of South Africa, Japan or to, or
for the account or benefit of, any national, resident or citizen of
the United States, Australia, Canada, the Republic of South Africa,
Japan. No public offering of the Placing Shares is being made in
the United States, United Kingdom or elsewhere.
No action has been taken by the Company, Barclays Bank PLC
("Barclays") or Numis Securities Limited ("Numis" and, together
with Barclays, the "Joint Bookrunners") or any of their respective
affiliates, or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, 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 the Joint
Bookrunners to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"), (b) in the United Kingdom, Qualified Investors who (i)
have professional experience in matters relating to investments and
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
are persons who fall within Article 49(2)(a) to (d) of the Order,
and (c) otherwise, persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
Any offer and sale of the Placing Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. Any resale of the Placing
Shares into Canada must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon this Announcement or the merits of the
Placing Shares. Any representation to the contrary is an offense.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering
of the Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) a "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
Barclays is authorised by the Prudential Regulation Authority
("PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority ("FCA"). Numis is authorised and
regulated in the United Kingdom by the FCA. Each of Barclays and
Numis is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing 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 its clients or
for giving advice in relation to the Placing or any other matter
referred to in this Announcement. Neither Barclays nor Numis is
acting for the Company with respect to the Retail Offer or the
Subscription.
This Announcement is being issued by and is the sole
responsibility of the Company. 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 or on
behalf of Barclays or Numis (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness 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 or any
other statement made or purported to be made by or on behalf of
Barclays or Numis or any of their respective affiliates or any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Barclays or Numis or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in 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 therefor is expressly disclaimed.
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 Announcement, 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 does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. 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 investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for 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 main
market for listed securities of 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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Barclays and Numis will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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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(END) Dow Jones Newswires
July 23, 2020 02:00 ET (06:00 GMT)
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