TIDMSCPA
RNS Number : 9335M
Scapa Group PLC
14 May 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
For immediate release
14 May 2020
Scapa Group plc
("Scapa", "the Company" or "the Group")
Results of Placing
Scapa Group plc (AIM: SCPA) is pleased to announce the
successful completion of the Placing announced earlier today.
A total of 30,758,649 Placing Shares have been successfully
placed with existing and new institutional investors at a price of
105 pence per Placing Share (the "Placing Price"). Numis and
Berenberg are acting as Joint Bookrunners in relation to the
Placing. In addition, certain Directors and members of the senior
management team of the Company have subscribed for an aggregate of
319,044 Subscription Shares at the Placing Price.
Together, the Placing and Subscription of 31,077,693 new
Ordinary Shares has raised gross proceeds of approximately GBP32.6
million for the Company.
The Placing Price of 105 pence per share represents a discount
of 1.87 per cent. to the closing middle market share price of 107
pence on 13 May 2020, being the last practicable business day prior
to the publication of this Announcement. The Placing Shares and
Subscription Shares being issued together represent approximately
19.99 per cent. of the existing ordinary share capital of the
Company prior to the Placing and Subscription.
Capitalised terms in this announcement (the "Announcement") have
the meanings ascribed to them in the placing announcement released
by the Company at 7.00 a.m. this morning, unless the context
provides otherwise.
Application will be made to the London Stock Exchange for the
Placing Shares and Subscription Shares to be admitted to trading on
AIM ("Admission"). Admission is expected to take place on or around
8.00 a.m. on 19 May 2020 and that dealings in the Placing Shares
and Subscription Shares will commence at the same time. The Placing
and Subscription are conditional upon, inter alia, Admission
occurring not later than 8.00 a.m. on 19 May 2020, or such later
date as may be agreed between the Joint Bookrunners and the
Company, and the Placing Agreement not being terminated in
accordance with its terms.
The Placing Shares and Subscription Shares will, when issued, be
credited as fully paid and rank pari passu with the existing
Ordinary Shares in issue. 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.
Heejae Chae, Group Chief Executive of Scapa, commented:
"We are pleased to announce the successful completion of the
Placing, which was significantly oversubscribed, and are grateful
for the support from existing and new institutions in these
unprecedented times. We look forward to fully realising the
opportunities we foresee in Healthcare and Industrial in a
post-COVID-19 environment."
Director and Executive management participation in the Placing
Certain of the Directors and Executive management of the Company
have subscribed for an aggregate of 319,044 Subscription Shares.
The individual subscriptions of the participating Directors and
Executive management team members are set out below:
Name Existing Existing Number of Ordinary Ordinary
Ordinary Ordinary Subscription Shares held Shares held
Shares Shares as Shares on Admission on Admission
% of Ordinary as % of
Share capital enlarged
Ordinary
Share capital
Heejae Chae* 981,467 0.63% 142,857 1,124,324 0.60%
---------- --------------- -------------- -------------- ---------------
Dr. Tim
Miller - - 19,047 19,047 0.01%
---------- --------------- -------------- -------------- ---------------
David Blackwood 15,128 0.01% 14,285 29,413 0.02%
---------- --------------- -------------- -------------- ---------------
Brendan
McAtamney 14,150 0.01% 9,523 23,673 0.01%
---------- --------------- -------------- -------------- ---------------
John Petreanu - - 119,047 119,047 0.06%
---------- --------------- -------------- -------------- ---------------
Wendy Baker** 21,386 0.01% 14,285 35,671 0.02%
---------- --------------- -------------- -------------- ---------------
* Mr Chae also has a beneficial interest in respect of 1,645,766
(1.06%) Ordinary Shares, under the Scapa Group plc 2015 Value
Creation Plan and 152,613 Ordinary Shares (0.10%) under the Scapa
Group plc 2011 Performance Share Plan. These shares have vested and
may be released to Mr Chae upon exercise pursuant to the respective
plan rules.
** Including 14,285 Ordinary Shares held jointly by Wendy Baker
and Organon Pension Trustees Limited, Trustees of Wendy Baker 's
SIPP.
Total Voting Rights
On Admission, the Company will have 186,543,896 Ordinary Shares
in issue. There are no Ordinary Shares held in treasury. Therefore,
the Company confirms that the total number of voting rights in the
Company will, from Admission, be 186,543,896. 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 Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
For further information, please contact:
Scapa Group plc
Heejae Chae - Group Chief Executive +44 (0)161 301
Oskar Zahn - Chief Finance Officer 7430
Numis Securities Limited
(Nominated Adviser, Joint Bookrunner and Joint
Broker) +44 (0) 20 7260
Mark Lander / Freddie Barnfield / Duncan Monteith 1000
Berenberg
(Joint Bookrunner and Joint Broker) +44 (0) 20 3207
Chris Bowman / Toby Flaux / Richard Salmond 7800
FTI Consulting
(Media Relations) +44 (0) 20 3727
Simon Conway / Victoria Foster Mitchell 1000
This Announcement contains inside information for the purposes
of MAR. In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons who received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Wendy Baker, Company Secretary.
This Announcement should be read in its entirety.
IMPORTANT INFORMATION
This announcement ("Announcement") does not constitute or form
part of an offer to sell or issue or a solicitation of an offer to
buy, subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction
in which such offer or solicitation would be unlawful ("Restricted
Jurisdiction"). This Announcement and the information contained in
it is not for publication or distribution, directly or indirectly,
to persons in a Restricted Jurisdiction unless permitted pursuant
to an exemption under the relevant local law or regulation in any
such jurisdiction.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"), as amended, and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective affiliates (within the meaning of Rule
405 under the Securities Act) ("Affiliates") or any of their
respective directors, partners (limited or unlimited), officers or
employees or any other person that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves
about, and to observe, any restrictions contained in this
Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"), (B) if in the United Kingdom, persons who are
qualified investors and have 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, as
amended (the "Order") or fall within the definition of "high net
worth companies, unincorporated associations etc." in Article
49(2)(a) to (d) of the Order and (C) in the United States to a
limited number of "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act (all such persons in
(A), (B) or (C) together being referred to as "Relevant Persons").
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 relate is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
As regards all persons other than Relevant Persons, the details of
the Placing set out in this Announcement are for information
purposes only.
The Placing Shares are being offered and sold (a) in the United
States only to QIBs in transactions exempt from the registration
requirements under the Securities Act and (b) outside the United
States in "offshore transactions" within the meaning of, and in
accordance with, Regulation S under the Securities Act. No public
offering of securities is being made in the United States or
elsewhere.
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.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not require approval of the
communication by an authorised person.
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 Prospectus Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by the Joint Bookrunners or any of their
respective Affiliates.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company, the Joint Bookrunners and their respective Affiliates
undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share 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 the Company, the Joint
Bookrunners or by their respective Affiliates 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 therefor
is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's AIM Market.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Numis is authorised and regulated in the United Kingdom by the
FCA. Berenberg is authorised and regulated by the German Federal
Financial Supervising Authority and in the United Kingdom is
subject to limited regulation by the FCA. Each of the Joint
Bookrunners is acting exclusively for the Company and no one else
in connection with the Placing and they will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
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 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
ROISFLFFLESSESI
(END) Dow Jones Newswires
May 14, 2020 07:06 ET (11:06 GMT)
Grafico Azioni Scapa (LSE:SCPA)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Scapa (LSE:SCPA)
Storico
Da Apr 2023 a Apr 2024