TIDMIRSH TIDMSCS
RNS Number : 3902S
Shore Capital Stockbrokers Ltd
06 November 2019
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
RESULTS OF PLACING OF 6.25 MILLION ORDINARY SHARES IN SCS GROUP
PLC (THE "COMPANY" OR " SCS") BY PARLOUR PRODUCTS HOLDINGS (LUX)
S.À R.L. (THE "SELLER")
6 November 2019
Further to yesterday's announcement, the Seller announces that,
subject to completion, it has sold 6.25 million ordinary shares
(the "Placing Shares") in SCS at a price of 220 pence per share
(the "Placing"), raising aggregate gross proceeds of GBP13.75
million.
The Placing was conducted through an accelerated bookbuild.
Shore Capital Stockbrokers Limited ("Shore") acted as sole
bookrunner (the "Sole Bookrunner") for the Seller in connection
with the Placing.
Following completion of the Placing, the Seller will hold
9,853,024 ordinary shares in the Company, representing
approximately 24.6% of the Company's issued share capital before
the cancellation of any Placing Shares acquired by the Company (the
"Retained Shares"). The Retained Shares will be subject to a
lock-up which ends 90 days after completion of the Placing (subject
to waiver by the Sole Bookrunner and to certain customary
exceptions).
The trade date for the Placing will be on 6 November 2019 and
settlement is expected to occur on a T+2 basis on 8 November 2019,
subject to the satisfaction or waiver of certain customary
conditions.
Contacts / Enquiries
Shore Capital
Patrick Castle / James Thomas / Sarah Mather +44 (0) 20 7408
4090
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF REGULATION
(EU) 2017/1129; AND (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING
SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO
IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE INFORMATION REGARDING THE PLACING SET OUT IN 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
This announcement does not constitute an offer of securities for
sale in the United States. The Placing Shares have not been, and
will not be, registered under the U.S. Securities Act of 1933 (the
"Securities Act"), or with any securities regulatory authority of
any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in the United
States absent registration under the Securities Act or an available
exemption from, or as part of a transaction not subject to, the
registration requirements of the Securities Act and in each case in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions within the meaning of, and in reliance on, Regulation
S under the Securities Act. No public offering of the Placing
Shares is being made in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Seller or by Shore or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, Shore or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Seller and Shore to inform themselves about and to observe any
applicable restrictions.
Shore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting only for the
Seller and no-one else in connection with the Placing. It will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Seller for
providing the protections offered to its clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Shore and its affiliates acting as an investor for their own
account may participate in the Placing on a proprietary basis and
in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition, they may enter into financing
arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares.
Shore does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
None of Shore or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
information relating to SCS or its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
Neither the Seller nor any of its directors, managers, partners,
affiliates, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to SCS or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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
ROIBCBDBUDGBGCU
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November 06, 2019 02:00 ET (07:00 GMT)
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