TIDMDPLM
RNS Number : 7996Z
Diploma PLC
23 September 2020
DIPLOMA PLC
12 CHARTERHOUSE SQUARE, LONDON EC1M 6AX
TELEPHONE: +44 (0)20 7549 5700
FACSIMILE: +44 (0)20 7549 5715
23 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
DIPLOMA PLC
Result of Placing
Diploma PLC ("Diploma" or the "Company"), the international
group supplying specialised technical products and services,
announces the successful pricing of the non-pre-emptive placing of
new ordinary shares of 5p each in the capital of the Company
("Ordinary Shares") following yesterday's announcement (the
"Placing").
A total of 11,086,276 new Ordinary Shares (the "Placing Shares")
have been placed with institutional investors by Barclays Bank PLC
("Barclays") and Numis Securities Limited ("Numis") (together, the
" Bookrunners ") at a price of 1,711 pence per Placing Share (the
"Placing Price") raising gross proceeds of approximately GBP190
million.
Concurrently with the Placing, each of the directors of the
Company has subscribed for an aggregate of 15,484 new Ordinary
Shares (the "Subscription Shares"), at the Placing Price, pursuant
to subscription letters entered into with the Company (the
"Subscription"). The proceeds of the Subscription will be
approximately GBP265,000 . In addition, retail investors have
subscribed in the separate offer made by the Company via the
PrimaryBid platform for a total of 222,200 new Ordinary Shares (the
"Retail Shares") at the Placing Price (the "Retail Offer") raising
gross proceeds of approximately GBP4 million.
Together, the Placing, Subscription and Retail Offer in
aggregate comprised 11,323,960 new Ordinary Shares, and will raise
gross proceeds of approximately GBP194 million. The Placing Price
is equal to the closing share price of 1,711 pence on 22 September
2020 . The Placing Shares, the Subscription Shares and the Retail
Offer Shares being issued together represent approximately 10.0 per
cent of the existing issued ordinary share capital of Diploma prior
to the Placing, Subscription and Retail Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares, the Subscription Shares
and the Retail Shares to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the LSE (together, "Admission"). It is
expected that Admission will become effective on or before 8.00
a.m. on 25 September 2020. The Placing, the Subscription and the
Retail Offer are conditional upon, amongst other things, Admission
becoming effective and upon the placing agreement between the
Bookrunners and the Company not being terminated in accordance with
its terms.
The Placing Shares, the Subscription Shares and the Retail
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Following Admission, the total number of ordinary shares in
issue in Diploma will be 124,563,515. The Company does not hold any
shares in treasury, and therefore the total number of voting rights
in Diploma will be 124,563,515 following Admission, and 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.
Board participation in the Subscription
Each of the directors of the Company have agreed to subscribe
for the number of Subscription Shares at the Placing Price opposite
his/her name as set out below:
Name Number of Subscription Shares
------------------ ------------------------------
John Nicholas 2,045
Johnny Thomson 4,383
Barbara Gibbes 876
Andrew Smith 2,045
Anne Thorburn 2,045
Charles Packshaw 2,045
Geraldine Huse 2,045
Smaller related party transaction
Mawer Investment Management Ltd. ("Mawer") is a substantial
shareholder in the Company for the purposes of the Listing Rules as
a result of having been entitled to exercise, or to control the
exercise of, over 10 per cent. of the votes able to be cast at
general meetings of the Company within the last 12 months. Mawer is
therefore considered to be a related party of the Company for the
purposes of the Listing Rules. Mawer has agreed to subscribe for
1,500,000 Placing Shares at the Placing Price for an aggregate
consideration of approximately GBP 26 million. The participation in
the Placing by Mawer constitutes a "smaller" related party
transaction and falls within Listing Rule 11.1.10R and this
announcement is therefore made in accordance with Listing Rule
11.1.10R(2)(c).
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014)
("MAR").
The person responsible for releasing this announcement is John
Morrison, Company Secretary .
Diploma PLC LEI: 2138008OGI7VYG8FGR19
For further information please contact:
Diploma +44 (0)20 7549 5700
Johnny Thomson
Barbara Gibbes
Barclays ( Joint Global Coordinator and Joint Bookrunner ) +44
(0)20 7623 2323
Mark Astaire
Neal West
Philip Drake
Barclays (Financial Adviser) +44 (0)20 7623 2323
Daniel Ross
Richard Probert
Darren Johnson
Numis ( Joint Global Coordinator and Joint Bookrunner ) + 44
(0)20 7260 1000
Garry Levin
Mark Lander
Julian Cater
Tulchan Communications +44 (0)20 7353 4200
Martin Robinson
Olivia Peters
Guy Bates
Important Notices
No action has been taken by the Company, Barclays Bank PLC,
acting through its investment bank ( "Barclays") or Numis
Securities Limited ("Numis" and, together with Barclays, the
"Bookrunners") or any of their respective affiliates, or any person
acting on its or their behalf that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunners to inform themselves
about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or 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 (EU) 2017/1129 (the " Prospectus Regulation " )) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the " Securities Act " ), or with any securities
regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred directly
or indirectly in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any State or any other jurisdiction of
the United States. Accordingly, the Placing Shares are being
offered and sold by the Company only (i) outside the United States
in " offshore transactions " (as such terms are defined in
Regulation S under the Securities Act ( " Regulation S " ))
pursuant to Regulation S under the Securities Act and otherwise in
accordance with applicable laws; and (ii) in the United States to a
limited number of "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act) . No public offering of
securities is being made in the United States.
This Announcement is for information purposes only and is
directed only at: (i) persons in the European Economic Area (the "
EEA " ) who are qualified investors within the meaning of Article
2(e) of the Prospectus Regulation ( " Qualified Investors " ); or
(ii) in the United Kingdom, Qualified Investors who are (a) persons
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 (the "Order"); (b) persons who
fall within Article 49(2)(a) to (d) of the Order; or (c) otherwise,
persons to whom it may otherwise lawfully be distributed (all such
persons together being referred to as " Relevant Persons " ). Any
investment or investment activity to which this Announcement
relates is available in the EEA or the United Kingdom only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement must not be acted on or relied on by persons in
the EEA or the United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
In Canada, the Placing Shares may only be offered and sold in
the provinces of Alberta, British Columbia, Ontario and Quebec on a
basis exempt from the prospectus requirements of applicable
securities laws. In connection with any offer or sale made to
investors in the Placing that are located in Canada, the Placee
will be required to provide a signed investor letter, confirming
its eligibility to participate in the Placing and containing
additional prescribed disclosure for the purposes of compliance
with Canadian securities law requirements.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Bookrunners,
their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, MAR, the Disclosure Guidance and Transparency Rules, the
rules of the London Stock Exchange or the FCA.
Barclays Bank PLC is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the FCA. Numis Securities Limited is authorised and regulated
in the United Kingdom by the FCA. Each of Barclays and Numis are
acting exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or
not a recipient on this Announcement) as its client in relation to
the Placing or any other matter referred to in this Announcement
and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to
the Placing or any other matters referred to in this Announcement.
Neither Barclays nor Numis is acting for the Company with respect
to the Retail Offer of the Subscription.
Each of the Bookrunners and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Bookrunners and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
This Announcement has been issued by and is the sole
responsibility 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 either
Bookrunner or by any of its affiliates or any person acting on its
or their behalf 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 therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, 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 or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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.
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 Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an
investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Barclays and Numis will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Capitalised terms used but not defined in this Announcement have
the meaning given in the Placing Announcement unless otherwise
stated.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIEADNAAEEEEAA
(END) Dow Jones Newswires
September 23, 2020 02:00 ET (06:00 GMT)
Diploma (LSE:DPLM)
Historical Stock Chart
From Apr 2024 to May 2024
Diploma (LSE:DPLM)
Historical Stock Chart
From May 2023 to May 2024