TIDMDFS

RNS Number : 5743K

DFS Furniture PLC

23 April 2020

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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 INCLUDES INSIDE INFORMATION

For Immediate Release

23 April 2020

DFS Furniture plc

Results of Placing

DFS Furniture plc ("DFS" or the "Group" or the "Company") is pleased to announce the successful completion of the placing announced yesterday (the "Placing").

A total of 42,309,457 new ordinary shares in DFS (the "Placing Shares") have been placed by Jefferies International Limited ("Jefferies"), Peel Hunt LLP ("Peel Hunt"), Barclays Bank PLC, acting through its investment bank ("Barclays") and BNP PARIBAS ("BNP Paribas") (together the "Joint Bookrunners") at a price of 150 pence per Placing Share (the "Placing Price"), with existing and new institutional investors. Jefferies and Peel Hunt are acting as joint global coordinators, joint bookrunners and corporate brokers. Barclays and BNP Paribas are acting as joint global coordinators and joint bookrunners. In conjunction with the Placing, certain directors and members of the senior management team of the Company will subscribe (the "Subscription") for an aggregate of 296,662 new ordinary shares in the capital of the Company (the "Subscription Shares"), at the Placing Price, pursuant to subscription letters entered into with the Company.

Together, the Placing and Subscription of an aggregate of 42,606,119 new ordinary shares will raise gross proceeds of approximately GBP64 million. The Placing Price of 150 pence represents a premium of 16.3% to the closing share price of 129 pence on 22 April 2020. The Placing Shares and Subscription Shares together represent approximately 19.9% of the issued ordinary share capital of DFS prior to the Placing and Subscription.

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares and Subscription Shares to the premium listing segment of the Official List maintained by the FCA and to London Stock Exchange plc (the "LSE") for admission to trading of the Placing Shares and Subscription Shares on the LSE's main market for listed securities (together, "Admission"). It is expected that Admission will take place at or around 8.00 a.m. on Monday, 27 April 2020 (or such later date as may be agreed between DFS and the Joint Bookrunners) and that dealings in the Placing Shares and Subscription Shares will commence at the same time. The Placing is conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms.

The Placing Shares and the Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of DFS. This includes the right to receive all dividends and other distributions declared or paid in respect of such ordinary shares after the date of issue of the Placing Shares and Subscription Shares.

Following Admission, the total number of ordinary shares in issue in DFS will be 255,636,720. DFS currently holds 266,473 ordinary shares in treasury, and, therefore, following Admission, the total number of ordinary shares with voting rights in the DFS in issue will be 255,370,247. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, DFS under the FCA's Disclosure Guidance and Transparency Rules (the "DTRs").

Director and PDMR participation

Certain directors of the Company and other persons discharging managerial responsibilities ("PDMR") and/or persons closely associated with them have agreed to subscribe for, in aggregate, Subscription Shares, at the Placing Price, as follows:

 
 Name                 Number of Subscription    Resultant Number     % Enlarged Total 
                              Shares           of Ordinary Shares      Voting Rights 
 Ian Durant                   16,666                 44,666               0.02% 
 Tim Stacey                   15,333                 477,208              0.19% 
 Mike Schmidt                 10,000                 19,375               0.01% 
 Alison Hutchinson            13,333                 13,333               0.01% 
 Stephen Johnson              26,666                 26,666               0.01% 
 Jo Boydell                   13,333                 13,333               0.01% 
 Jane Bednall                 13,333                 13,333               0.01% 
 
 
 

Related party transaction

Franklin Templeton Investment Management Ltd. ("Franklin Templeton") is a substantial shareholder in the Company for the purposes of the Listing Rules as a result of having been entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company within the last 12 months. Franklin Templeton is therefore considered to be a related party for the purposes of the Listing Rules. Franklin Templeton has agreed to subscribe for 3,911,843 Placing Shares in the Placing, at an aggregate price of approximately GBP5.9 million. The participation in the Placing by Franklin Templeton constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

Enquiries:

DFS Furniture plc

Tim Stacey, CEO

Mike Schmidt, CFO

Via Tulchan

Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

Paul Nicholls

Max Jones

Lee Morton

+44 (0) 20 7029 8000

Peel Hunt (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

Dan Webster

Al Rae

+44 (0) 20 7418 8900

Barclays (Joint Global Coordinator and Joint Bookrunner)

Ken Brown

Chris Madderson

+44 (0) 20 7623 2323

   BNP Paribas   (Joint Global Coordinator and Joint Bookrunner) 

Abid Chaudhri

Paul Frankfurt

Lewis Burnett

+44 (0) 20 7595 2000

Tulchan (Financial PR)

James Macey-White

Jessica Reid

+44 (0)20 7353 4200

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Important Notices

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to such securities referred to herein 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.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation")) to be published.

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 OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR 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 HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the US Securities Act 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein are, subject to certain exceptions, being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

Members of the public are not eligible to take part in the Placing. In the European Economic Area ("EEA"), this Announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation ("Qualified Investors").

In the United Kingdom, this Announcement is directed only at and may only be communicated to Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (c) persons to whom it may otherwise lawfully be communicated (together, "Relevant Persons").

Any investment activity to which the Announcement relates is only available to and will only be engaged with (i) Relevant Persons in the United Kingdom and; (ii) Qualified Investors in the EEA, and any other persons within the United Kingdom or the EEA who receive the Announcement should not rely on or act upon the Announcement.

Certain statements contained in this Announcement may constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors and the Joint Bookrunners each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, the Market Abuse Regulation, the DTRs, the rules of the London Stock Exchange or the FCA.

Each of Jefferies and Peel Hunt is authorised and regulated in the United Kingdom by the FCA. Barclays is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (and its London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA).The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. The Joint Bookrunners will not regard any other person as their clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

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 as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of its 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 or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no 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 his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or 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, as appropriate, for the current or future years 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 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.

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.

Information for Distributors

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 securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein 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 securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein 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, the Joint Bookrunners 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 securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein 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.

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April 23, 2020 02:00 ET (06:00 GMT)

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