TIDMCBP
RNS Number : 2451M
Curtis Banks Group PLC
26 April 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
NOT FOR DISTRIBUTION IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), CANADA, JAPAN, AUSTRALIA OR THE
REPUBLIC OF SOUTH AFRICA. THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO
ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
26 April 2018
Proposed placing of approximately 7.1 million ordinary shares in
Curtis Banks Group PLC ("Curtis Banks" or the "Company") at 280.25
pence amounting to approximately GBP20 million
Curtis Banks announces that it has been advised by Chris Banks,
Rupert Curtis, the Company's Chief Executive Officer, and Paul
Tarran, the Company's Chief Financial Officer, (together the
"Sellers") that they wish to sell approximately 7.1 million
ordinary shares in the Company (the "Placing Shares") at 280.25
pence. The Placing Shares represent approximately 13 per cent of
the Company's issued share capital.
The Placing Shares will be split between the Sellers as
follows:
-- Chris Banks, approximately 5.9 million shares, representing
c.10.9% of the Company's issued share capital
-- Rupert Curtis, approximately 1.0 million shares, representing
c.1.8% of the Company's issued share capital
-- Paul Tarran, approximately 0.3 million shares, representing
c.0.6% of the Company's issued share capital
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Peel Hunt LLP (the "Bookrunner") will
be acting as sole bookrunner in connection with the Placing. The
Placing is not underwritten.
The results of the Placing will be announced as soon as
practicable thereafter. The timings for the close of the bookbuild
process and allocations are at the absolute discretion of the
Bookrunner.
The Sellers have agreed to a customary lock-up on their
remaining shares which ends 365 days after the completion of the
Placing.
On 15 March 2018 the Company announced a final dividend of 4.75
pence per ordinary share, payable on 18 May 2018 to shareholders on
the register on 27 April 2018. Ordinary shares were marked
ex-dividend in respect of the final dividend today. The Placing
Shares will not be entitled to receive the final dividend.
The Company is not party to the Placing and, as a result, the
Company will not receive any proceeds from the Placing.
For further information contact:
Curtis Banks Group plc www.curtisbanks.co.uk
Rupert Curtis - Chief Executive
Officer +44 (0) 117 9107910
Peel Hunt LLP (Nominated Adviser +44 (0) 20 7418
& Broker) 8900
Guy Wiehahn
Alistair Rae
Jock Maxwell Macdonald
Rory James-Duff
+44 (0) 20 3757
Camarco (Financial PR) 4984
Ed Gascoigne-Pees
Hazel Stevenson
Note to editors:
Curtis Banks administers over 76,000 Self-Invested Pension
Schemes, principally SIPPs and SSASs. The Group commenced trading
in 2009 and has successfully developed, through a combination of
organic growth and acquisitions, into one of the largest UK
providers of these products. The Group employs approximately 570
staff in its head office in Bristol and regional offices in Ipswich
and Dundee.
For more information - www.curtisbanks.co.uk
DISCLAIMER
Members of the general public are not eligible to take part in
the Placing.
This announcement and the information contained herein may not
be published, distributed or transmitted, directly or indirectly,
in the United States (including its territories and possessions),
Canada, Australia, Japan or the Republic of South Africa or any
other jurisdiction where such an announcement would be unlawful.
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 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.
This announcement and the information contained herein are for
information purposes only and do not constitute or form part of any
offer of securities for sale or a solicitation of an offer to
purchase securities in the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, the
Republic of South Africa or Japan or of any other jurisdiction. The
Placing Shares may not be offered or sold in the United States
unless registered under the US Securities Act or offered in a
transaction exempt from, or not subject to, the registration
requirements of the US 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.
In the United Kingdom, this announcement is only directed at
persons who are qualified investors (as defined below) and (i) are
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (ii) are persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). This announcement is directed
only at Relevant Persons and 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.
In member states of the European Economic Area (EEA) which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive. For these purposes,
the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
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 that would permit an offering of
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions. 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
Sellers, Peel Hunt LLP or any of their affiliates.
Peel Hunt LLP is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. The Bookrunner is acting
only for the Sellers in connection with the Placing and will not be
responsible to anyone other than the Sellers for providing the
protections offered to their respective clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
In connection with any offering of the Placing Shares, Peel Hunt
LLP and/or any of its affiliates may take up a portion of the
securities in the offering as a principal position and in that
capacity may retain, purchase or sell for their own account such
securities. Peel Hunt LLP 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBGGDSLBDBGIL
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April 26, 2018 06:20 ET (10:20 GMT)
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