TIDMVANL
RNS Number : 4217J
Van Elle Holdings PLC
09 April 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CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,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
9 April 2020
Van Elle Holdings plc
("Van Elle", the "Company" or the "Group")
Result of Placing
Van Elle Holdings plc (AIM: VANL), a leading UK geotechnical
engineering company offering a wide range of ground engineering
techniques and services to customers in a variety of UK
construction end markets, announces completion of the placing
announced earlier today (the "Placing").
A total of 26,666,650 new ordinary shares of 2 pence each in the
Company (the "Placing Shares") were placed by Peel Hunt LLP ("Peel
Hunt") at a price of 25 pence per share (the "Placing Price"),
raising GBP6.67 million gross proceeds. The Placing was conducted
by way of an accelerated bookbuild process.
As outlined in the launch announcement for the Placing, the net
proceeds are expected to:
-- provide the Company with sufficient headroom to withstand a COVID-19 downside scenario; and
-- in conjunction with additional debt finance which the Group
is currently exploring, ensure the Company is well placed and
sufficiently capitalised in order to respond quickly as its market
recovers.
Commenting on the Placing, Mark Cutler, Chief Executive Officer,
said:
"This fundraising provides the Group additional flexibility to
manage the impact of COVID-19 as well as potential capacity to
support growth investment as markets recover.
"The Board believes that the long-term opportunity for the Group
remains significant: Van Elle is one of the UK's largest ground
engineering contractors, with strong market positions and brand
recognition, and a broad customer offering delivered through our
extensive, well-invested rig fleet. We have a clear strategy in
place and believe the Group is well-placed to capture significant
opportunities as construction markets recover.
"On behalf of the Board, we would like to place on record our
gratitude to our shareholders for their continued support in the
Company and to all our employees during this challenging time."
Application for Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and it is expected
that Admission will become effective and that trading will commence
in the new ordinary shares at 08.00 a.m. on 15 April 2020
("Admission").
Following Admission of the Placing Shares, the Company's issued
share capital will consist of 106,666,650 ordinary shares of 2
pence each ("Ordinary Shares"). Therefore, following Admission the
total number of voting rights in the Company is 106,666,650. 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 FCA's Disclosure, Guidance and Transparency
Rules.
Related party transactions
Ruffer Investment Management ("Ruffer"), Otus Capital Management
("Otus") and Premier Miton Investors ("Miton") are substantial
shareholders of the Company as defined by the AIM Rules for
Companies ("AIM Rules") and have subscribed for 5,250,637,
5,115,000 and 3,422,471 Placing Shares respectively. These
subscriptions constitute related party transactions pursuant to
Rule 13 of the AIM Rules. Adrian Barden and Robin Williams are
independent directors for the purpose of this transaction, and
having consulted with the Company's nominated adviser, Peel Hunt,
consider that the participation by Ruffer, Otus and Miton in the
Placing is fair and reasonable insofar as the shareholders of the
Company are concerned.
For further information please contact:
Van Elle Holdings plc Tel: 01773 580 580
Mark Cutler, Chief Executive
Graeme Campbell, Chief Financial Officer
Peel Hunt LLP - Nominated Adviser and Tel: 020 7418 8900
Broker
Jock Maxwell Macdonald
Sohail Akbar
Mike Bell
Edward Allsopp
Instinctif Partners - Financial PR Tel: 020 7457 2020
Mark Garraway
James Gray
Rosie Driscoll
PDMR participation in the placing
Certain PDMRs and PCAs of the Company have agreed to subscribe
for a total of 370,000 Placing Shares in the Placing. The
individual subscriptions are set out below:
PDMR/PCA Number of Number of Ordinary % of the issued
Placing Shares Shares of the issued share capital
share capital enlarged enlarged by
by the Placing the Placing
----------------------- ---------------- ------------------------ ----------------
Mark Cutler,
CEO (via his
wife) 60,000 252,767 0.24
Graeme Campbell,
CFO (via his
wife) 50,000 50,000 0.05
Charles St John,
NED 100,000 100,000 0.09
David Hurcomb,
NED 40,000 65,000 0.06
Ian Jones, Operations
Director (via
his wife) 80,000 793,844 0.74
Malcolm O'Sullivan,
Piling Director 40,000 40,000 0.04
About Van Elle
Van Elle is one of the UK's largest ground engineering
contractors offering a wide range of ground engineering techniques
and services to customers in a variety of UK construction end
markets, delivering over 1,000 projects annually. The business was
founded in 1984 and admitted to trading on AIM in 2016.
Van Elle operates end-to-end solutions across three distinct
business divisions:
General Piling : this division delivers drilled, augered, bored
and driven piling solutions to customers in a broad range of end
markets;
Specialist Piling : this division provides piling solutions in
environments with access and operational constraints which require
the use of specialist piling rigs and techniques, including
on-track rail environments; and
Ground Engineering services : this division comprises the
housing division, including the Smartfoot modular foundation system
and Strata, the Geotechnical division.
The Company is focussed on three key growth markets:
Residential, Infrastructure and Regional Construction.
IMPORTANT NOTICE
This 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 Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. 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, as
amended (the "Securities Act"), 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 or Peel Hunt or any of
their respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants, persons connected with them as
defined in FSMA (as defined below) (together, "Affiliates") 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, qualified investors who
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 or (C)
persons to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). 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.
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 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 Peel Hunt or any of its 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 London Stock Exchange or
applicable law, the Company and Peel Hunt 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
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 or Peel Hunt
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.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
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
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(END) Dow Jones Newswires
April 09, 2020 10:01 ET (14:01 GMT)
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