TIDMHRN
RNS Number : 8782W
Hornby PLC
17 November 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES
ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY
FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS
ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH
OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS
RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED
WITH, THE FINANCIAL CONDUCT AUTHORITY. IT DOES NOT CONSTITUTE OR
FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR
ISSUE, OR A SOLICITATION OF ANY OFFER OF OR INVITATION TO BUY OR
SUBSCRIBE FOR, ANY SECURITIES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE APPLICABLE
SECURITIES LAWS IN SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES. INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS ON THE INFORMATION IN THE CIRCULAR
TO BE PUBLSIHED BY THE COMPANY AND ANY SUPPLEMENT THERETO.
Hornby PLC
("Hornby", the "Company")
Result of Placing
Hornby PLC, the international models and collectibles group, is
pleased to announce that following the announcement earlier today
regarding the launch of a proposed Placing and Open Offer (the
"Placing"), it has successfully placed 40,677,968 new ordinary
shares (the "Placing Shares") at a price of 29.5 pence per share
(the "Issue Price") raising gross proceeds of GBP12.0 million.
33,898,306 Placing Shares have been placed firm with the Firm
Placees (being certain existing institutional investors) at the
Issue Price, thereby raising GBP10.0 million. A further 6,779,662
Placing Shares have also been placed with the Conditional Placees
(also being certain existing institutional investors) at the Issue
Price, thereby raising a further GBP2.0 million (before expenses).
Such Placing Shares have been placed conditionally with the
Conditional Placees, subject to clawback by Qualifying Shareholders
in order to satisfy valid applications made by them under the Open
Offer.
The Placing and Open Offer and the Acquisition are all
conditional upon the passing of certain Shareholder resolutions.
Accordingly, a circular (the "Circular") is expected to be posted
later today notifying shareholders of a general meeting which is
being convened for the purpose of considering the relevant
Resolutions, at the offices of the Company's solicitors, Taylor
Wessing LLP, 5 New Street Square, London EC4A 3TW at 9.00 a.m. on 5
December 2017.
The Placing was conducted by way of an Accelerated Book Build
process. Liberum Capital Limited ("Liberum") acted as sole
bookrunner on the Placing.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate at the Issue Price, the Company is
making the Open Offer to all Qualifying Shareholders to give them
the opportunity to subscribe for up to 6,779,662 new Ordinary
Shares (the "Open Offer Shares") at the Issue Price to raise gross
proceeds of up to approximately GBP2.0 million. The terms and
conditions of the Open Offer will be set out in the Circular.
The Issue Price is equal to the Closing Price per Ordinary Share
on 16 November 2017, being the last business day prior to the
announcement of the Placing and Open Offer.
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM and it is anticipated
that trading in the New Shares will commence on AIM at 8.00 a.m. on
7 December 2017.
Related Party Transaction
Phoenix Asset Management Partners Limited, ("Phoenix") has
agreed to subscribe for up to 33,377,968 Placing Shares in the
Placing comprising 27,814,973 Placing Shares pursuant to the Firm
Placing and up to 5,562,995 pursuant to the Conditional Placing.
Due to the size of Phoenix's existing holding of 60,406,594
Ordinary Shares in the capital of the Company representing 71.4% of
the current issued share capital, this transaction is considered to
be a related party transaction pursuant to AIM Rule 13 of the AIM
Rules.
The Independent Directors consider, having consulted with the
Company's Nominated Adviser, that the terms of Phoenix's
participation in the Placing are fair and reasonable in so far as
its Shareholders are concerned. Immediately following Admission, it
is envisaged that Phoenix will hold up to 93,784,562 Ordinary
Shares representing a maximum shareholding of 74.87% of the
enlarged share capital (before the issue of any shares under the
Open Offer).
Defined terms used in this announcement will have the meaning
(unless the context otherwise requires) as set out in the Placing
and Open Offer Announcement released earlier today and the Circular
to be posted to Shareholders today, which will be available on the
Company's website www.hornby.plc.uk.
The information contained within this announcement is deemed by
the Company to constitute inside information 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.
- ends -
For further information contact:
Hornby PLC
Lyndon Davies, CEO
David Mulligan, CFO 01843 233500
Liberum
Neil Elliot
Neil Patel
Ben Roberts 020 3100 2222
Capital Access Group
Scott Fulton 020 3763 3400
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Open Offer Record Date 5.00 p.m. on 15
November 2017
Date of this Announcement, 17 November 2017
the Circular and of the posting
of the Circular, Application
Forms and Forms of Proxy
Date Existing Ordinary Shares 8.00 a.m. on 20
marked 'ex-entitlement' by November 2017
the London Stock Exchange
Open Offer Entitlements and 8.00 a.m. on 21
Excess Open Offer Entitlements November 2017
credited to CREST stock accounts
of Qualifying CREST Shareholders
Recommended latest time and 4.30 p.m. on 28
date for requesting withdrawal November 2017
of Open Offer Entitlements
and Excess Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 29
Open Offer Entitlements and November 2017
Excess Open Offer Entitlements
into CREST
Latest time and date for splitting 3.00 p.m. on 30
Application Forms (to satisfy November 2017
bona fide market claims in
relation to Open Offer Entitlements
only)
Last time and date for receipt 9.00 a.m. on 1 December
of completed Forms of Proxy 2017
and receipt of electronic proxy
appointments via the CREST
system
Last time and date for receipt 11.00 a.m. on 4
of completed Application Forms December 2017
and payment in full under the
Open Offer or settlement of
the relevant CREST instructions
(as appropriate)
General Meeting 9.00 a.m. on 5 December
2017
Results of the General Meeting 5 December 2017
and the Placing and Open Offer
expected to be announced through
a Regulatory Information Service
Admission and commencement 8.00 a.m. on 7 December
of dealings in the New Ordinary 2017
Shares on AIM expected to commence
Expected date for CREST accounts 7 December 2017
to be credited with New Ordinary
Shares in uncertificated form
Completion of the Acquisition 8 December 2017
Expected date for dispatch by 15 December 2017
of definitive share certificates
in respect of New Ordinary
Shares to be issued in certificated
form
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's 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 the Financial Conduct Authority (the FCA),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly 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.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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
Liberum Capital Limited or by any of its affiliates or agents 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.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for
no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum Capital Limited
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Liberum Capital Limited to inform themselves about, and to observe
such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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 company news service from the London Stock Exchange
END
IOEZMMMMKNVGNZM
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November 17, 2017 10:30 ET (15:30 GMT)
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