TIDMBLV
RNS Number : 6754Y
Belvoir Group PLC
11 September 2020
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF BELVOIR GROUP PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Belvoir Group Plc
('Belvoir', the "Company" or the 'Group')
Proposed Placing to sell ordinary shares
Belvoir Group PLC (AIM: BLV), the UK's largest property
franchise announces that it has been notified by Mike Goddard,
founder and former chairman of Belvoir (the "Selling Shareholder")
of his intention to sell up to 2,000,000 ordinary shares of 1 pence
each in the capital of the Company (the "Placing", "Ordinary
Shares" and the "Placing Shares") at a price of not less than 150
pence per Placing Share. The Placing Shares represent up to
approximately 5.7 per cent. of the issued share capital of the
Company.
finnCap Ltd ("finnCap") is acting as sole bookrunner in relation
to the Placing.
The Placing will be effected by way of an accelerated bookbuild
to institutional investors which will be launched immediately
following this announcement ("Bookbuild"). The final number of
Placing Shares to be placed and the price at which the Placing
Shares are to be placed will be agreed by finnCap and the Selling
Shareholder at the close of the bookbuild process. The timing of
the closing of the Bookbuild and the distribution of allocations
are at the discretion of the Bookrunner and a further announcement
confirming these details is expected to be made in due course. The
Bookrunner reserves the right to close the Bookbuild without
further notice. There can be no certainty that the Placing will
complete.
Pursuant to a block-trade agreement between the Selling
Shareholder and finnCap dated 23 September 2019 the Selling
Shareholder undertook to sell no further Ordinary Shares until 24
September 2020 without finnCap's prior consent, as referred to in
the announcement of 23 September 2019. finnCap is now prepared to
waive such restriction in the face of sufficient market demand for
the Placing Shares. In the event that the Placing Shares are sold
in full the Selling Shareholder will have 203,683 Ordinary Shares
remaining (representing 0.6 per cent. of Belvoir's issued share
capital) and will not be subject to any further lock-up
arrangements with finnCap.
For further details:
Belvoir Group PLC 01476 584900
Dorian Gonsalves, Chief Executive investorrelations@belvoirgroup.com
Officer
Louise George, Chief Financial Officer
www.belvoirgroup.com
finnCap
Julian Blunt, Teddy Whiley (Corporate Finance)
Tim Redfern, Manasa Patil (ECM)
www.finncap.com +44 (0) 20 7220 0500
Buchanan +44 (0) 20 7466 5000
Charles Ryland, Kim Looringh-van
Beeck & Tilly Abraham
Notes for editors:
About Belvoir Group PLC
Founded in 1995 and listed on AIM in 2012 (BLV.L), Belvoir
operates a nationwide property franchise group with 396 offices
across five brands specialising in residential lettings, property
management, residential sales and property-related financial
services. With its Central Office in Grantham, Lincolnshire, the
Group manages 69,000 properties and reported record revenues of
GBP19.3m in 2019 making Belvoir the largest property franchise
group in the UK. For further information, please visit:
www.belvoirgroup.com
Market Abuse Regulation
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 permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
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 AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS 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 IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF BELVOIR GROUP PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence 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
Selling Shareholder, finnCap 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),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
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 Selling Shareholder or finnCap
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 Selling Shareholder and finnCap to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholder or finnCap or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholder or finnCap or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholder in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholder for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by
Financial Services and Markets Act 2000 ("FSMA"), any liability
therefore is expressly disclaimed. Any other person in receipt of
this announcement should seek their own independent legal,
investment and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
IOEDZGMLVGGGGZM
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