TIDMDRV
RNS Number : 2363X
Driver Group plc
17 February 2017
THIS ANNOUNCEMENT AND 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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN DRIVER GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF DRIVER GROUP
PLC.
This announcement contains inside information
Driver Group Plc
("Driver", the "Group" or the "Company")
Proposed Placing and Open Offer - further details
Further to the announcement this morning of a proposed
fundraising of up to GBP8 million by way of the conditional placing
("Placing"), Driver Group plc (AIM: DRV) announces that 20,000,000
Placing Shares have been conditionally placed with investors at a
price of 40 pence per share (the "Issue Price").
Key highlights
-- Proposed placing to raise GBP8.0 million through the issue of
20,000,000 Placing Shares to existing and new investors, at 40
pence per Placing Share
-- The Placing Price represents a discount of 14.9 per cent. to
the Closing Price on 16 February 2017, being the last trading date
prior to announcement of the proposed Placing
-- The net proceeds of the Placing will be used to reduce
outstanding borrowings, to accelerate the delivery of the next
phase of the strategic plan and to enable Driver to capitalise on
growth opportunities within its core business
Open offer
The Company also confirms that Qualifying Shareholders will be
given the opportunity to subscribe for New Ordinary Shares through
an open offer to raise up to approximately GBP0.5 million, on the
basis of 1 open offer share for every 26 shares held, at the Issue
Price.
General Meeting
The proposed Placing and Open Offer (together the "Fundraising")
is subject to the passing of certain resolutions for which
Shareholder approval will be sought at the general meeting of the
Company, which is expected to be convened shortly by the posting to
Shareholders of a circular containing notice of the meeting. The
circular will set out the reasons for, and provide further
information on, the Fundraising, to explain why the Board considers
the Fundraising to be in the best interests of the Company and its
Shareholders as a whole and why the Directors unanimously recommend
that Shareholders vote in favour of the Resolutions.
The expected timetable for the Fundraising is set out below.
Announcement of Fundraising 17 February 2017
Record Date for entitlements
under the Open Offer 6.00 p.m. on 17 February 2017
Posting of the Circular, the
Form of Proxy and, to Qualifying
Non-CREST Shareholders only,
the Application Form 20 February 2017
Ex-entitlement date for the
Open Offer 20 February 2017
Basic Entitlements and Excess
Entitlements credited to stock
accounts of Qualifying CREST
Shareholders 21 February 2017
Recommended latest time for
requesting withdrawal of Basic
Entitlements and Excess Entitlements
from CREST 4.30 p.m. on 2 March 2017
Latest time and date for depositing
Basic Entitlements and Excess
Entitlements into CREST 3.00 p.m. on 3 March 2017
Latest time and date for splitting
of Application Forms (to satisfy
bona fide market claims only) 3.00 p.m. on 6 March 2017
Latest time and date for receipt
of Forms of Proxy or electronic
proxy appointments for use
at the General Meeting and
Open Offer 2.00 p.m. on 7 March 2017
Latest time and date for receipt
of completed Application Forms
from Qualifying Non-CREST
Shareholders and payment in
full under the Open Offer
or settlement of relevant
CREST instructions (as appropriate) 11.00 a.m. on 8 March 2017
General Meeting 2.00 p.m. on 9 March 2017
Announcement of the results
of the General Meeting and
Open Offer 9 March 2017
Admission and commencement
of dealings in New Ordinary
Shares 8.00 a.m. on 10 March 2017
CREST Members' accounts credited
in respect of New Ordinary
Shares in uncertificated form 10 March 2017
Expected despatch of definitive
share certificates for New
Ordinary Shares in certificated
form 17 March 2017
Related Party Transaction
Funds and accounts under management by direct and indirect
investment management subsidiaries of Living Bridge (together
"Living Bridge") are participating in the Placing, having
conditionally agreed to subscribe for 2,750,000 Placing Shares
pursuant to the Placing. As Living Bridge is a Substantial
Shareholder in the Company (as defined by the AIM Rules), its
participation in the Placing is a related party transaction for the
purposes of the AIM Rules.
As a result of the Placing and following Admission, Living
Bridge is expected to hold 7,865,805 Ordinary Shares.
The Directors, having consulted with the Company's Nominated
Adviser, N+1 Singer, consider the terms of Living Bridge's
participation in the Placing to be fair and reasonable insofar as
the Company's shareholders are concerned.
Gordon Wilkinson, Chief Executive Officer, said:
"The board is pleased to announce the proposed terms of the
successful fundraising. The fundraising, if approved by
Shareholders, will provide the necessary level of refinancing to
normalise the capital structure of the business and provides a
solid platform on which to effect the remainder of the Board's
recovery plan."
Enquiries:
Driver Group plc
Gordon Wilkinson, Group Chief Executive +44 (0) 7964 518095
Email:gordon.wilkinson@driver-group.com
Hugh Cawley, CFO +44 (0) 7971 469975
Email: hugh.cawley@driver-group.com
N+1 Singer (Nominated Adviser & Broker)
Sandy Fraser
James White
Alex Laughton-Scott +44 (0)20 7496 3000
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDDLFFDLFBBBX
(END) Dow Jones Newswires
February 17, 2017 12:06 ET (17:06 GMT)
Driver (LSE:DRV)
Historical Stock Chart
From Apr 2024 to May 2024
Driver (LSE:DRV)
Historical Stock Chart
From May 2023 to May 2024