TIDMGNS
RNS Number : 7465J
Genus PLC
07 December 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED
ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
7 December 2018
Genus plc
('Genus', the 'Company' or the 'Group')
Result of equity placing to raise approximately GBP68
million
Genus plc (LSE: GNS), a leading global animal genetics company,
is pleased to announce the successful completion of the placing
announced yesterday (the "Placing").
A total of 3,097,200 new ordinary shares of 10 pence each in the
capital of the Company (the "Placing Shares") have been
conditionally placed by Peel Hunt LLP ("Peel Hunt") and Liberum
Capital Limited ("Liberum") (together, the "Joint Bookrunners")
with new and existing investors at a price of 2,200 pence per
Placing Share (the "Placing Price") raising gross proceeds of GBP68
million for the Company. The Placing Price represents a 7.8 per
cent. discount to the closing price of 2,386 pence on 6 December
2018 (being the last business day prior to the announcement of the
Placing released yesterday).
The Placing Shares will, when issued, be credited as fully paid
and will be issued subject to the Company's articles of association
and will rank pari passu in all respects with the existing issued
ordinary shares in the capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid on or in respect of such shares by reference to a record date
falling after their issue.
Application has been made to the Financial Conduct Authority for
admission of the Placing Shares to the premium listing segment of
the Official List and to the London Stock Exchange for admission to
trading on the London Stock Exchange's main market for listed
securities (together, "Admission"). Admission of the Placing Shares
is expected to occur at 8.00 a.m. on 12 December 2018 or such other
date as the Company, Peel Hunt and Liberum may agree (being not
later than 8.00 a.m. on 19 December 2018).
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated prior to
Admission.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 4.41 p.m. (London time), 6 December 2018.
Total Voting Rights
Following the issue of the Placing Shares, the Company's issued
share capital will comprise 65,045,705 ordinary shares of 10 pence
each. The total number of voting rights in the Company following
the issue of the Placing Shares will be 65,045,705. 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 share capital of
the Company under the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority.
Enquiries
Genus plc Tel: +44(0)1256 345970
Karim Bitar, Chief Executive
Stephen Wilson, Group Finance Director
Peel Hunt (Joint Bookrunner) Tel: +44 (0)20 7418 8900
Dr. Christopher Golden
Oliver Jackson
Jock Maxwell Macdonald
Liberum Capital (Joint Bookrunner) Tel: +44 (0)20 3100 2222
Clayton Bush
Joshua Hughes
Buchanan Tel: +44 (0)20 7466 5000
Charles Ryland
Chris Lane
Sophie Wills
About Genus
Genus is a world-leading animal genetics company. Genus creates
advances to animal breeding and genetic improvement by applying
biotechnology and sells added value products for livestock farming
and food producers. Its technology is applicable across livestock
species and is currently commercialised by Genus in the dairy, beef
and pork food production sectors.
Genus's worldwide sales are made in over seventy-five countries
under the trademarks 'ABS' (dairy and beef cattle) and 'PIC' (pigs)
and comprise semen, embryos and breeding animals with superior
genetics to those animals currently in farms. Genus's customers'
animals produce offspring with greater production efficiency, and
quality, and use these to supply the global dairy and meat supply
chains.
The Group's competitive edge has been created from the ownership
and control of proprietary lines of breeding animals, the
biotechnology used to improve them and its global supply chain,
technical service and sales and distribution network.
With headquarters in Basingstoke, United Kingdom, Genus
companies operate in over twenty-five countries on six continents,
with research laboratories located in Madison, Wisconsin, USA.
Important Notice
This announcement has been issued by, and is the sole
responsibility of, the Company.
Members of the public are not eligible to take part in the
Placing. All offers of the Placing Shares have been and will be
made pursuant to an exemption under Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EC (the "2010 PD
Amending Directive") to the extent implemented, and including any
relevant implementing measure, in the relevant member state of the
European Economic Area ("EEA")) (the "Prospectus Directive"), from
the requirement to produce a prospectus for offers of the Placing
Shares. This Announcement is for information purposes only and are
directed only at: (a) persons in member states of the EEA who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive and amendments thereto ("Qualified Investors")
(b) persons in the United Kingdom, who are Qualified Investors and
(i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth companies,
unincorporated associations and other persons falling within
Article 49(2)(a) to (d) of the Order; and (c) persons to whom it
may otherwise by lawfully communicated (all such persons together
being referred to as ("Relevant Persons").
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 only available to, and will
be engaged in only with, Relevant Persons. Persons distributing
this Announcement must satisfy themselves that is lawful to do so.
This Announcement is for information only and does not constitute
an offer to sell, or a solicitation of an offer to buy or otherwise
acquire, any securities in any jurisdiction. Persons needing advice
should consult an independent financial adviser.
The distribution of this Announcement and the offering, Placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates 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 Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
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 securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the a solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state
of the United States (the "United States" or "US"), Australia, New
Zealand, Canada, 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 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 or with any securities
regulatory authority of any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be
offered, sold, pledged or transferred in the United States 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 is no intention to register any portion of the
offering in the United States or to conduct a public offering of
securities in the United States. There will be no public offering
of the Placing Shares in the United States.
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.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, domestic and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
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 LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting
for the Company in connection with the Placing and no-one else and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Peel Hunt LLP nor
or for providing advice in relation to the Placing or any other
matter referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
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 the Joint Bookrunners or by any of their
respective affiliates or their respective affiliates' agents,
directors, officers and employees, respectively 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 therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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.
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.
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.
END
ROITFBMTMBMMTFP
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December 07, 2018 02:00 ET (07:00 GMT)
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