TIDMSSPG
RNS Number : 5926H
SSP Group PLC
25 March 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 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:213800QGNIWTXFMENJ24
For immediate release
25 March 2020
SSP Group plc
Results of Placing
SSP Group plc ("SSP" or the "Company") announces the successful
completion of the non pre-emptive placing of ordinary shares in the
capital of the Company announced earlier today (the "Placing").
A total of 86,195,459 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Barclays Bank
PLC, acting through its investment bank ("Barclays"), J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), Goldman Sachs
International ("Goldman Sachs") and HSBC Bank plc ("HSBC" together
with Barclays, J.P. Morgan Cazenove and Goldman Sachs, the "Joint
Global Co-ordinators") at a price of 250 pence per Placing Share
(the "Placing Price"). Concurrently with the Placing, certain
directors and members of the senior management team of the Company
will subscribe (the "Subscription") for an aggregate of 304,000 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 86,499,459 new
ordinary shares raised gross proceeds of approximately GBP216
million. The Placing Price of 250 pence represents a premium of 6.2
per cent to the closing share price of 235.5 pence on 24 March 2020
and a discount of 7.7 per cent to the middle market price at the
time at which the Company and the Joint Global Co-ordinators agreed
the Placing Price. The Placing Shares and the Subscription Shares
being issued together represent approximately 19.3 per cent of the
existing issued ordinary share capital of SSP prior to the Placing
and Subscription.
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Placing Shares and the
Subscription 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 March
2020. The Placing and the Subscription are each conditional upon,
amongst other things, Admission becoming effective and upon 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 rank pari passu in all
respects with the existing ordinary shares of 1 (17/200) pence in
the capital of SSP, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue other than the final dividend of 6.0
pence per ordinary share for the year ended 30 September 2019
approved by shareholders on 26 February 2020 which is payable to
holders whose names appeared on the Company's register of members
at 6.00pm on 6 March 2020 .
Following Admission, the total number of shares in issue in SSP
will be 534,119,543. SSP currently holds 263,499 ordinary shares as
treasury shares which do not carry voting rights, and, therefore,
following Admission, the total number of voting shares in SSP in
issue will be 533,856,044.
Director participation and related party transactions
The Company has today been notified that the following
substantial shareholders of the Company, all of whom are related
parties for the purposes of Chapter 11 of the Listing Rules of the
FCA (the "Listing Rules") have agreed to participate in the Placing
as follows:
Percentage of
enlarged issued
Number of Placing Holding of share capital
Shares to be Ordinary Shares on Admission
Related Party subscribed on Admission (%) (1)
BlackRock, Inc. (2) 21,000,000 67,547,314 12.65%
Merian Global Investors
Ltd (UK) 7,700,000 43,249,940 8.10%
(1) Assuming 86,499,459 n ew ordinary shares are issued pursuant to the Placing and Subscription.
(2) Funds and accounts under management by direct and indirect
investment management subsidiaries of BlackRock, Inc.
The participation by BlackRock, Inc. and Merian Global Investors
Ltd (UK) in the Placing constitute smaller related party
transactions for the purposes of Listing Rule 11.1.10R.
In addition, certain directors of the Company and other persons
discharging managerial responsibilities ("PDMR") and/or persons
closely associated ("PCA") with them have agreed to subscribe for
in aggregate 304,000 Subscription Shares, at the Placing Price, as
follows:
Number of S
ubscription Shares
Name to be subscribed
Simon Smith 60,000
Oliver Dörschuck 48,000
Mike Clasper 40,000
Jonathan Davies 20,000
Ian Dyson 16,000
Mark Angela 16,000
Per Utnegaard 8,000
Jeremey Fennell 6,000
CONTACTS
Investor and analyst enquiries
Sarah John, Corporate Affairs Director, SSP Group plc
+44 (0) 203 714 5251; E-mail: sarah.john@ssp-intl.com
Media enquiries
Peter Ogden / Lisa Kavanagh, Powerscourt
+44 (0) 207 250 1446; E-mail: ssp@powerscourt-group.com
NOTES TO EDITORS
About SSP
SSP is a leading operator of food and beverage concessions in
travel locations, operating restaurants, bars, cafés, food courts,
lounges and convenience stores in airports, train stations,
motorway service stations and other leisure locations. With over 50
years of experience, today we have more than 39,000 employees,
serving approximately one and a half million customers every day.
We have business at approximately 180 airports and 300 rail
stations, and operate more than 2,800 units in 35 countries around
the world.
SSP operates an extensive portfolio of more than 550
international, national, and local brands. Among these are local
heroes such as Brioche Dorée in Paris, LEON in London, and Hung's
Delicacies in Hong Kong. Our range also includes proprietary brands
created for the travel sector including Upper Crust, Cabin Bar and
Ritazza, as well as international names such as M&S, Burger
King, Starbucks, Jamie's Deli and YO! Sushi. We also create
stunning bespoke concepts such as Five Borough Food Hall in JFK,
New York and Norgesglasset Bar in Oslo Airport.
www.foodtravelexperts.com
IMPORTANT NOTICES
No action has been taken by the Company, Barclays, J.P. Morgan
Cazenove, Goldman Sachs, HBSC 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 the securities referred to herein in
any jurisdiction where action for that purpose is required.
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
Barclays, J.P. Morgan Cazenove, Goldman Sachs or HSBC or by any of
their respective 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 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,
JAPAN OR JERSEY 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 , Japan or
Jersey 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, 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 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 (Regulation (EU) 2017/1129) ("Qualified
Investors"). In the United Kingdom, this Announcement is directed
only at 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 (iii) 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.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. 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, Barclays, J.P. Morgan Cazenove, Goldman
Sachs and HSBC 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, MAR, the DTRs, the rules of the
London Stock Exchange or the FCA.
Barclays, J.P. Morgan Cazenove, Goldman Sachs and HSBC are each
authorised by the Prudential Regulatory Authority and regulated in
the United Kingdom by the Prudential Regulation Authority and the
Financial Conduct Authority. Each of Barclays, J.P. Morgan
Cazenove, Goldman Sachs and HSBC is 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. Barclays, J.P. Morgan Cazenove, Goldman Sachs and
HSBC will not regard any other person as their respective 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 respective
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.
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.
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.
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 Global Co-ordinators 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.
END
ROIKKPBQNBKDQNB
(END) Dow Jones Newswires
March 25, 2020 09:45 ET (13:45 GMT)
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