TIDMSSPG
RNS Number : 8916O
SSP Group PLC
04 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 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
4 June 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 yesterday (the "Placing").
A total of 3,382,255 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") at a price of
315.2 pence per Placing Share (the "Placing Price"). Concurrently
with the Placing, certain directors and members of the senior
management team of the Company have subscribed (the "Subscription")
for new ordinary shares in the capital of the Company (the
"Subscription Shares"), at the Placing Price. In addition, retail
investors have subscribed in an offer made by the Company via the
PrimaryBid platform for new ordinary shares in the capital of the
Company (the "Retail Shares") at the Placing Price (the "Retail
Offer").
Together, the Placing, Subscription and Retail Offer of, in
aggregate, 3,475,388 new ordinary shares in the capital of the
Company raised gross proceeds of approximately GBP11.0 million. The
Placing Price of 315.2 pence was equal to the mid-market closing
price of SSP's shares on 3 June 2020. The Placing Shares,
Subscription Shares and Retail Shares being issued together
represent approximately 0.7 per cent of the existing issued
ordinary share capital of SSP prior to the Placing, Subscription
and 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, 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 8 June
2020. The Placing, Subscription and Retail Offer are each
conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement between the Company and
Barclays in relation to the Placing dated 3 June 2020 not being
terminated in accordance with its terms.
The Placing Shares, Subscription Shares and Retail Shares will,
when issued, be credited as fully paid and rank pari passu in all
respects with each other and with the existing ordinary shares of 1
(17) /(200) pence in the capital of SSP, including, without
limitation, the right to receive all future 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 537,859,931. 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 (excluding shares held in treasury) will be 537,596,432.
Director participation and related party transactions
The Company has 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) 394,162 58,105,618 10.8%
Merian Global Investors
Ltd (UK) 602,791 17,333,353 3.2%
(1) Assuming 3,475,388 n ew ordinary shares are issued pursuant
to the Placing, Subscription and Retail Offer.
(2) Funds and accounts under management by direct and indirect
investment management subsidiaries of BlackRock, Inc.
The participation by BlackRock, Inc. ("BlackRock") and Merian
Global Investors Ltd (UK) ("Merian") in the Placing constitute
small transactions for the purposes of Listing Rule 11.1.6 R (1).
Disclosures above are provided under Listing Rule 11.1.11 (3)(b)
further to previously disclosed smaller related party transactions
between BlackRock and the Company, and Merian and the Company.
In addition, certain directors of the Company and other persons
discharging managerial responsibilities and/or persons closely
associated with them have agreed to subscribe for in aggregate
26,744 Subscription Shares, at the Placing Price, as follows:
Number of S
ubscription Shares
Name to be subscribed
Simon Smith 15,078
Jonathan Davies 7,931
Mark Angela 3,172
Ian Dyson 332
Per Utnegaard 124
Carolyn Bradley 107
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. Prior to the
onset of Covid-19, we served around one and a half million
customers every day at approximately 180 airports and 300 rail
stations in 35 countries around the world and operated more than
550 international, national and local brands across our c. 2,800
units .
www.foodtravelexperts.com
IMPORTANT NOTICES
No action has been taken by the Company, Barclays 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.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation")) to be published. Persons
needing advice should consult an independent financial adviser.
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 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 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 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
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 the
Prospectus Regulation ("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 and Barclays 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, Market Abuse Regulation (EU)
No.596/2014 , the the Disclosure Guidance and Transparency Rules
made by the FCA pursuant to Part VI of the Financial Services and
Markets Act 2000, the rules of the London Stock Exchange or the
FCA.
Barclays is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority and the FCA. Barclays 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 will not regard any other person as its
client 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 its 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 (including, for the avoidance of
doubt, the Retail Offer).
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing or
the Retail Offer. 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. Prospective investors should note that the connection with
the 2019 Final Dividend entitlement may cause the tax treatment of
the acquisition of any securities referred to herein to differ from
other placings and also that tax may remain chargeable in respect
of the 2019 Final Dividend even if the proceeds are applied in
acquiring any securities referred to herein.
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 securities referred to herein will not be admitted to
trading on any stock exchange other than 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.
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, Barclays 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
ROIUOUKRRBUNRAR
(END) Dow Jones Newswires
June 04, 2020 02:00 ET (06:00 GMT)
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