TIDMDPP
RNS Number : 2038H
DP Poland PLC
06 June 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR")
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) ("UNITED STATES"),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION
OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
For immediate release
6 June 2017
DP Poland plc
("DP Poland" or the "Company")
Result of Placing
DP Poland is pleased to announce the completion of a placing of
12,200,000 new ordinary shares in the Company (the "Placing
Shares") at a price of 43 pence per Placing Share (the "Placing
Price") to raise a total of GBP5,246,000 (the "Placing").
The Placing is subject to admission of the Placing Shares to
trading on AIM ("Admission"). Application has been made for the
Placing Shares to be admitted to trading on AIM and it is expected
that Admission will become effective and that dealings in the
Placing Shares will commence on or around 9 June 2017. The trade
date for the Placing is 6 June 2017 and settlement is expected to
occur on 9 June 2017.
The Placing Shares represent, in aggregate, approximately 8.2
per cent of the Company's issued ordinary share capital as enlarged
by the issue of the Placing Shares. Following Admission, the
Placing Shares will be issued and allotted credited as fully paid
and will rank pari passu with the Company's existing ordinary
shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue.
Total Voting Rights
The Placing is conditional, among other things, upon Admission
becoming effective. Following Admission, the Company's issued
ordinary share capital will consist of 149,415,112 ordinary shares
of 0.5 pence each ("Ordinary Shares"), with the right to one vote
each. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 149,415,112. With effect from Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interests in, or a change to
their interest in, the share capital of the Company under the
Company's Articles of Association.
Directors' participation in the Placing and related party
transactions
The following Directors ("Participating Directors") have agreed
to subscribe, in aggregate, for 510,000 Placing Shares under the
Placing as follows:
Name Role Number of Holding
Placing post Placing
Shares
---------------- --------------- ---------- --------------
Christopher Non-executive
Moore Director 348,000 4,254,663
---------------- --------------- ---------- --------------
Non-executive
Gerald Ford Director 116,000 1,148,953
---------------- --------------- ---------- --------------
Non-executive
Nick Donaldson Chairman 23,000 361,248
---------------- --------------- ---------- --------------
Non-executive
Rob Morrish Director 23,000 304,581
---------------- --------------- ---------- --------------
Related Party transactions
Hargreave Hale Limited ("Hargreave Hale"), a substantial
shareholder in the Company, has agreed to subscribe for 1,162,000
Placing Shares in the Placing. In addition, as indicated above, the
Participating Directors have agreed to subscribe for a total of
510,000 Placing Shares in the Placing.
Hargreave Hale and the Participating Directors will in each case
be treated as a "related party" for the purposes of Rule 13 of the
AIM Rules in relation to the participation by them (or their
associates) in the Placing.
The Directors, having consulted with Peel Hunt in its capacity
as the Company's nominated adviser for the purposes of the AIM
Rules, consider that the terms on which Hargreave Hale will
subscribe for Placing Shares in the Placing are fair and reasonable
insofar as shareholders of the Company are concerned.
In relation to the Participating Directors' proposed
participation in the Placing, the Directors (excluding the
Participating Directors), having consulted with Peel Hunt in its
capacity as the Company's nominated adviser for the purposes of the
AIM Rules, consider that the terms on which the Participating
Directors will subscribe for Placing Shares in the Placing are fair
and reasonable insofar as shareholders of the Company are
concerned.
Use of proceeds
The Company intends to use the net proceeds of the Placing to
maintain the roll-out of new stores, with the planned opening in
2018 of 15 new corporate stores, against a target of up to 20 store
openings that year and in 2019 providing loans by the Company for 5
sub-franchised store openings against a target of up to 15 store
openings that year. In addition, the Company intends to increase
its investment in marketing.
Unless otherwise defined, the terms used in this announcement
have the meanings set out in the Company's announcement of the
Placing issued on 5 June 2017.
For further information please contact:
DP Poland plc 020 3393 6954
Peter Shaw, Chief Executive
Peel Hunt LLP (nominated adviser and broker) 020 7418 8900
Adrian Trimmings / George Sellar
IMPORTANT NOTICE
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). The Placing Shares have not been
and will not be registered under the United States Securities Act
1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing. 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,
any of 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.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or 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 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: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with Peel Hunt) "qualified investors", as defined in article 2.1(e)
of the Prospectus Directive (Directive 2003/71/EC), as amended, (B)
if in the United Kingdom, persons who (i) 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 "FPO") or fall within the definition of "high
net worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
be lawfully 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.
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.
Certain statements in this announcement are forward-looking
statements 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", "target" "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 any forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes 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
Ordinary 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 is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Peel Hunt is acting solely as
nominated adviser, broker and sole bookrunner exclusively for the
Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Peel Hunt by FSMA or the regulatory
regime established thereunder, Peel Hunt accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this announcement, whether as to the past or the
future. Peel Hunt accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
In connection with the Placing, Peel Hunt or any of its
affiliates, acting as investors for their own account, may
subscribe for or purchase Ordinary Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own account in such Ordinary Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to the Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any offer to, or subscription, acquisition,
placing or dealing by Peel Hunt and any of its affiliates acting as
investors for their own account. In addition, Peel Hunt or its
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Peel Hunt has no
intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
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 company news service from the London Stock Exchange
END
MSCFAMLTMBTMBMR
(END) Dow Jones Newswires
June 06, 2017 02:01 ET (06:01 GMT)
Dp Poland (LSE:DPP)
Historical Stock Chart
From Apr 2024 to May 2024
Dp Poland (LSE:DPP)
Historical Stock Chart
From May 2023 to May 2024