TIDMGOR
RNS Number : 9454N
Gordon Dadds Group PLC
24 January 2019
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 OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA, OR TO BE TRANSMITTTED OR DISTRIBUTED TO, OR
SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
24 January 2019
Gordon Dadds Group plc
("Gordon Dadds" or the "Company")
Proposed placing by way of an accelerated bookbuild to raise a
minimum of GBP10 million
Gordon Dadds Group plc (AIM: GOR), the acquisitive London-based
legal and professional services business, today announces a
proposed placing by way of an accelerated bookbuild to raise a
minimum of GBP10 million (before expenses) via a conditional
placing of new Ordinary Shares ("Placing Shares") at a price of not
less than 140 pence per Placing Share ("Minimum Placing Price") to
institutional investors.
Arden Partners plc ("Arden") is acting as Nominated Adviser,
sole bookrunner and broker to Gordon Dadds. Defined terms used in
this announcement have the same meaning as set out at the end of
this announcement and in a circular expected to be published
shortly following the completion of the accelerated bookbuild in
respect of the Placing ("Circular").
Highlights:
-- The Company intends to conduct a conditional Placing to raise
a minimum of GBP10 million via the Placing of the Placing Shares at
a price not less than the Minimum Placing Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in the Appendix to this Announcement.
-- Completion of the Placing is subject, inter alia, to
Shareholder approval of certain resolutions to authorise the issue
of the Placing Shares which will be sought at a General Meeting of
the Company, details of which will can be found below.
-- The Minimum Placing Price represents a discount of
approximately 25.9 per cent. to the closing mid-market price of 189
pence per Ordinary Share on 23 January 2019, being the last
practical date prior to the announcement of the opening of the
Placing.
-- Assuming a Placing of GBP10 million at the Minimum Placing
Price, the Placing Shares will represent approximately 24.8 per
cent. of the Group's issued ordinary share capital following
Admission.
The Circular, containing further details of the Placing and
notice of a general meeting of the Company to be held at 10.00 a.m.
on 11 February 2019 to, inter alia, pass the Resolutions required
to implement the Placing, is expected to be published shortly after
the completion of the accelerated bookbuild and to be despatched to
Shareholders as soon as practicable thereafter. Following its
publication, the Circular will be available on the Group's website
at www.gordondaddsgroup.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Gordon Dadds Group plc Via Portland
Adrian Biles, Chief Executive Officer
Christopher Yates, Chief Financial Officer
Arden Partners plc
Nominated Adviser and sole broker to the
Company
John Llewellyn-Lloyd / Ciaran Walsh / Alex
Penney - Corporate Finance
Fraser Marshall - Corporate Broking +44 (0) 20 7614 5900
Portland Communications +44 (0) 20 7554 1789
Steffan Williams Email: gordondadds@portland-communications.com
Simon Hamer
General Meeting and Timetable:
To enable the Placing to take place and to authorise the issue
of the Placing Shares, a General Meeting is expected to be convened
on or around 11 February 2019 at which the Resolutions will be
voted on to enable the Placing to proceed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS Dates
Announcement of the Placing 24 January 2019
--------------------------
Posting of the Circular and the Form of 24 January 2019
Proxy to Shareholders
--------------------------
Latest time and date for receipt of completed 10.00 a.m. on 7 February
Forms of Proxy 2019
--------------------------
General Meeting* 10.00 a.m. on 11 February
2019
--------------------------
Completion of the Placing*, Admission effective 8.00 a.m. on 12 February
and dealings expected to commence in the 2019
Placing Shares on AIM
--------------------------
Placing Shares credited to CREST stock 12 February 2019
accounts*
--------------------------
Expected date by which certificates in w/c 18 February 2019
respect of Placing Shares are to be despatched
to certificated Shareholders (as applicable)*
--------------------------
*Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by
announcement through a Regulatory Information Service.
References to time in this document are to London time. The
timetable above assumes that the Resolutions are passed at the
General Meeting without adjournment.
Additional Information
The Company is seeking to raise a minimum of GBP10 million
(before expenses) via a placing of new Ordinary Shares with
institutional investors through an accelerated bookbuild.
The funds raised from the Placing will be used to strengthen the
Company's balance sheet in order to remain agile and move quickly
on its acquisition strategy.
The Placing will be subject to the approval of the Placing
Resolutions by Shareholders at the General Meeting. The Placing
Shares will rank pari passu with the Existing Ordinary Shares. The
General Meeting is to be held at the offices of Ince Gordon Dadds
LLP at Aldgate Tower, 2 Leman Street, London, E1 8QN at 10.00 a.m.
on 11 February 2019. It is expected that Admission of the Placing
Shares will take place and that dealings in the Placing Shares will
commence at 8.00 a.m. on 12 February 2019.
The Directors intend to vote in favour of the Resolutions in
respect of 8,248,171 Existing Ordinary Shares, representing
approximately 28.7 per cent. of the Company's existing issued share
capital.
Information on Gordon Dadds
Gordon Dadds is the ultimate holding company of Ince Gordon
Dadds LLP, an acquisitive law firm. Gordon Dadds' management
identified an opportunity in the legal services market for a
consolidation vehicle and commenced by acquiring Bristol Firm
Michael Kelly & Co in 2012. This was followed by the investment
in the long-established solicitors' practice of Gordon Dadds in
2013, the transformative pre-pack acquisition of Davenport Lyons in
2014; and a GBP20 million placing, reverse takeover and
re-admission of the Company's share capital to AIM in August
2017.
The Company has made good progress since its re-admission to AIM
in August 2017 and has annualised revenues of some GBP75
million.
Background to, and reasons for, the Placing
Background
The Company raised GBP20 million at the time of its reverse
takeover and re-admission to AIM in August 2017, with GBP14 million
designated for acquisitions. Since August 2017, Gordon Dadds has
invested those funds in five acquisitions, taken on GBP6 million of
debt finance for the purposes of the Acquisition and acquired GBP43
million of revenues, the results of which are flowing through the
Group. Although the Company's aim at the time of listing was to
double revenues in 3 years, it has trebled revenues in the space of
18 months. The Directors believe there are many other opportunities
in the sector and actively maintain an acquisitions pipeline which
includes target businesses in Malta, Gibraltar, South Africa,
China, Hong Kong and Bermuda, all of which would complement the
international network.
The Directors have delivered on their stated strategy on listing
and have continued to make earnings enhancing acquisitions for the
Company.
Reasons for the Placing
The Company is undertaking the Placing to provide Gordon Dadds
with the financial flexibility to take swift advantage of
opportunities in the legal and professional services sectors.
Gordon Dadds is recognised for its strong balance sheet and ability
to execute and move quickly on earnings enhancing acquisitions. The
funds proposed to be raised by the Placing will allow the Company
to continue this strategy.
The Company's acquisition strategy is now focussed on firms with
GBP10 million or more of fee income or with a complementary
international business. The Directors believe that the Company is
uniquely placed to deliver on further opportunities in the
professional services sector and will continue to seek to acquire
firms at advantageous performance-based prices.
The Acquisition
Ince background
London based Ince & Co LLP was founded in 1870. Its London
office was the headquarters for a network of 13 affiliated offices
across Asia, Europe and the Middle East. The Ince network had
approximately 200 people in the UK and 500 worldwide including more
than 200 lawyers.
Ince had always been a highly regarded network of commercial law
firms providing legal and strategic guidance to its clients
specialising in the shipping, insurance and transport sectors. Its
annual worldwide fee income at the time of the Acquisition
(excluding France and Monaco) was approximately GBP65 million of
which approximately GBP30.5 million was attributable to the assets
that came under the Group's control as a result of the Acquisition
with the balance being attributable to the international
network.
Ince UK's 22 equity partners have committed to Ince Gordon Dadds
LLP for a minimum of eighteen months.
Acquisition opportunity and synergies
The Directors believe that the Acquisition offers significant
synergies, notably:
1. significant cross selling opportunities for the Group through
Ince's deep sector specialisms and strength complemented by the
breadth and quality of Gordon Dadds' wider product offering;
2. operating synergies through the merging of London offices;
3. GBP3 million of savings per annum as a result of the
migration of Ince UK's accounting and other non-productive
functions to the Group's South Wales operation; and
4. GBP2 million saving per annum from the vacating of the
Group's Agar Street offices as a result of imminent lease break
clauses.
The Directors expect that the Acquisition will be immediately
earnings enhancing in the current year (before exceptional costs)
and significantly earnings enhancing for the year to 31 March 2020.
The Company will continue to work towards its operational targets
to:
-- achieve a gross margin of 50 per cent.;
-- maintain total continuing overheads (before acquisitions
costs) at 30 per cent. or less; and
-- achieve net profit before tax of 15 per cent. of earnings as
pre-tax profits to shareholders.
The Company achieved a net profit margin of 9.5 per cent. for
the year ended 31 March 2018. The Directors believe that the
turnover acquired as part of the Acquisition will significantly
enhance the Company's net margins.
Acquisition structure
On 31 December 2018, Gordon Dadds announced it had acquired the
members' interests in and certain of the assets of Ince UK for a
consideration equal to the capital and current account balances of
those members (which will be established through completion
accounts to be prepared as at 31 December 2018) together with a
goodwill payment. Following extensive due diligence and to protect
the interests of the Shareholders, Ince & Co LLP was put into
administration immediately following the acquisition of its
members' interests. It is estimated that the payments in respect of
the Ince partners' account balances and the net assets of Ince UK
aggregate to up to GBP12.3 million. The goodwill payments will be
equivalent to a percentage of the turnover generated in the first
three years post Acquisition by those Ince partners joining the
Group and, based on the fee income generated by the Ince UK
partners in the last financial year, it is estimated that the
goodwill payments to the Ince UK partners will amount to GBP15.0
million. Following the three year period of goodwill earnings, the
former Ince partners will move fully to the Ince Gordon Dadds LLP
standard remuneration model. In addition, the former Ince fee
earners have been or will be granted options to acquire a total of
up to 3 million Ordinary Shares at 140 pence.
The Company agreed to settle the Ince capital account balances
on or shortly after completion of the Acquisition and to discharge
the partners' capital loans. The goodwill payments will be paid in
cash over approximately the next four years.
The total consideration for the Acquisition (excluding the
options) is estimated at GBP27.3 million.
To finance the consideration payments, the Company arranged debt
facilities comprising a GBP6 million Term Loan that was drawn down
on completion of the Acquisition and a GBP6.5 million Revolving
Credit Facility that is available to be drawn down.
Ongoing relationship with the Ince international network
The Company will maintain close working relationships with the
other firms in the Ince network that were not acquired as part of
the Acquisition and has conditionally agreed to enter into new
network arrangements with the firms in Hong Kong, Singapore, Dubai,
Greece and Germany subject, amongst other things, to any required
regulatory approvals. In the meantime the Group will provide
administrative services to such firms. These entities will continue
to trade as Ince & Co. The Company will seek to develop deeper
relationships with these international entities which between them
generate fee income of approximately GBP35 million.
Subject to satisfying any necessary regulatory approvals, the
Directors' believe that within 12 months the Company will be able
to consolidate the results of the Hong Kong, Singapore, Dubai,
Greece, and Germany offices. Before any such arrangements have been
finalised, the results of the Ince international affiliates will
not be consolidated into the results of the Company and they remain
separate businesses.
The Ince offices in France and Monaco are not currently part of
the Company's new network arrangements although central
administration services will be provided to them by the Group.
Review of executive incentive arrangements and extension of the
Company's Share Scheme
The retention of people at every level is imperative to the long
term prospects and ultimate success of the Company. That being the
case, the remuneration committee of the Board intends to undertake
a review of the incentive arrangements for the Company's senior
executives and management (including the executive Directors) to
ensure they are appropriate to the revised prospects of the Company
following the completion of the Acquisition and the Placing.
At the time of its re-admission to AIM in August 2017, the
Directors received approval to grant options under the Company's
Share Scheme over 10 per cent. of the Company's then issued share
capital. Given the prospective increase in the Company's issued
share capital as a result of the Placing and the fact that options
have been or will be granted as a consequence of the Acquisition,
the Board is seeking Shareholders' approval to increase the maximum
number of Ordinary Shares which may be granted under the Company's
Share Scheme (including pursuant to options which have already been
granted under such Scheme) to an amount equal to 10 per cent. of
the issued ordinary share capital of the Company at Admission.
The extension of the number of options which may be granted
under the Company's Share Scheme would be consistent with the
Board's stated objective of facilitating further share ownership by
the employees and consultants of the Group and is conditional upon
the passing of the Resolutions at the General Meeting.
Use of proceeds
The gross proceeds receivable by the Company pursuant to the
Placing are expected to be a minimum of GBP10 million. The Company
intends to use the proceeds together with its existing cash
resources and debt facilities to strengthen its balance sheet in
order to remain agile and move quickly on its acquisition
strategy.
GBP
Gross proceeds of the Placing GBP10 million*
Expenses of the Placing GBP(0.8) million*
Net proceeds of the Placing GBP9.2 million*
*Assuming a Placing of GBP10 million
Current Trading and Prospects
The Company's results for the six months ended 30 September 2018
were released on 31 December 2018. A copy of these results can be
found at www.gordondaddsgroup.com.
Since completion of the Acquisition on 31 December 2018,
significant progress has already been made in terms of the
integration of Ince UK into the Group. The majority of the partners
and staff of Gordon Dadds LLP have moved into the Ince UK offices
in Aldgate Tower, London E1, the Merged Firm has been re-branded as
Ince Gordon Dadds LLP and the combined entities are now fully
operational on one IT system. The Group continues to trade in line
with the Directors' expectations.
Financial Information
Audited accounts for the Company for each of the three years
ended 31 March 2018, 31 March 2017 and 31 March 2016 are available
on the Company's website at www.gordondaddsgroup.com.
Details of the Placing
Arden is conditionally raising a minimum of GBP10 million
(before expenses) for the Company pursuant to the Placing (by way
of an accelerated bookbuild) of Placing Shares at a price the
Placing Price with institutional shareholders.
The Placing is conditional, inter alia, on approval by
Shareholders at the General Meeting of the Placing Resolutions and
Admission. It is expected that the Placing Shares will be admitted
to trading on AIM at 8.00 a.m. on 12 February 2019.
The Minimum Placing Price represents a discount of approximately
25.9 per cent. to the Closing Price of 189 pence per Ordinary Share
on 23 January 2019, being the last practical date prior to the
announcement of the Placing and the publication of this
document.
The Company and Arden have entered into the Placing Agreement,
pursuant to which Arden has agreed to use its reasonable endeavours
to procure placees pursuant to the Placing. The Company has agreed
to pay all costs and expenses relating to the Placing and the
application for Admission including a corporate finance fee and
commission payable to Arden. The Placing Agreement is conditional
upon, amongst other things, Admission having occurred on or before
28 February 2019.
The Placing Agreement contains certain warranties and
indemnities by the Company in favour of Arden. It also contains
provisions entitling Arden to terminate the Placing Agreement if,
amongst other things, a breach of any of the warranties occurs or
an event occurs which is material in the context of the
Placing.
Conditions of the Placing
The Placing is conditional, inter alia, upon:
i. the passing of the Placing Resolutions at the General Meeting;
ii. Arden having procured binding commitments from Placees to
subscribe for a minimum of GBP10 million worth of Placing Shares at
the Placing Price;
iii. the Placing Agreement becoming unconditional in all
respects (save for Admission occurring) and not having been
terminated in accordance with its terms; and
iv. admission of the Placing Shares to trading on AIM becoming
effective by no later than 8.00 a.m. on 12 February 2019 (or such
later time and/or date as the Company and Arden may agree (being
not later than 8.30 a.m. on 28 February 2019)).
If such conditions are not satisfied or, if applicable, waived,
by the date(s) and time(s) referred to above the Placing will not
proceed.
The Placing is not underwritten by Arden or any other
person.
Assuming a Placing of GBP10 million at the Minimum Placing
Price, the Placing will result in the issue of 7,142,858 Placing
Shares representing approximately 24.8 per cent. of the Enlarged
Share Capital. The Placing Shares, when issued and fully paid, will
rank pari passu in all respects with the Existing Ordinary Shares
on Admission.
For personal reasons Simon Howard, a Non-Executive Director of
the Company, has separately agreed upon Admission to sell 80,000
Ordinary Shares simultaneously with and conditional upon the
Placing
Settlement and dealings
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of Ordinary Shares after
admission of the Placing Shares.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
passing of the Placing Resolutions at the General Meeting it is
expected that Admission will become effective at 8.00 a.m. on 12
February 2019.
Recommendation
The Directors unanimously consider that the Placing and the
extension of the Company's Share Scheme are in the best interests
of the Company and its Shareholders as a whole. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolutions, as the Directors intend to do in relation to their
own and associated holdings of 8,248,171 Ordinary Shares in total,
representing approximately 28.7 per cent. of the Existing Ordinary
Shares.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
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 ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND INCLUDING ANY RELEVANT
IMPLEMENTING DIRECTIVE OR MEASURE IN ANY RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN GORDON DADDS GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, 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 IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Arden
or any of their respective affiliates, agents, directors, officers
or employees 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 Arden to inform themselves about and to observe any
such restrictions.
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 (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa 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.
No action has been taken by the Company or Arden, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
the possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this announcement comes shall inform
themselves about, and observe, such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
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. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, 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 offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. 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, Japan, the Republic of Ireland or the
Republic of South Africa or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of information contained in this this
announcement.
This Announcement may contain "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, United Kingdom 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.
Arden is authorised and regulated by the FCA in the United
Kingdom and is 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 of this document) as a client in
relation to the Placing and Admission and Arden 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 in relation to the Placing or any other
matters 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 Arden 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 therefor is expressly disclaimed.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company 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.
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, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
This announcement is released by Gordon Dadds Group plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR") it is disclosed in
accordance with the Group's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Christopher Yates, Chief Financial
Officer.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
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 Arden
or by any of its respective 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.
Information for Distributors
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 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 securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
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 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, Arden 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
pursuant to the Placing.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FSMA, AS AMED, ("QUALIFIED INVESTORS") BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE; (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO: (I) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THESE TERMS AND CONDITIONS MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing. Each person to whom these
conditions apply, as described above, who confirms his agreement to
Arden, and the Company (whether orally or in writing) to acquire
Placing Shares under the Placing (an "Investor") hereby agrees with
Arden and the Company to be bound by the contract note issued by
Arden to such Investor and these terms and conditions, being the
terms and conditions upon which Placing Shares will be sold under
the Placing. An Investor shall, without limitation, become so bound
if Arden confirms to such Investor its allocation of Placing Shares
under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to them at the Placing Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 12 February 2019.
(c) Bookbuilding Process
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuilding Process"). This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. However, Arden will be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as it may, after consultation with the Company, determine.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates are entitled to
participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing at the Placing
Price.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 4.30 p.m. on 24 January
2019, but may be closed at such earlier or later time as Arden may,
in its absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Placing Price (the
"Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing
Price. If successful, Arden will re-contact and confirm orally to
Placees following the close of the Bookbuilding Process the size of
their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. Arden's oral
confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute an irrevocable
legally binding agreement in favour of the Company and Arden
pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Placing
Price and otherwise on the terms and subject to the conditions set
out herein and in accordance with the Company's articles of
association. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued by Arden to such Placee.
The terms of this Appendix will be deemed incorporated in that
trade confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Arden may determine.
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, among other things, upon:
(i) the passing of the Placing Resolutions at the General Meeting;
(ii) Arden having procured binding commitments from Placees to
subscribe for a minimum of GBP10 million worth of Placing Shares at
the Placing Price;
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission of the
Placing Shares;
(iv) the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing
Agreement"); and
(v) Admission of the Placing Shares occurring not later than
8.00 a.m. on 12 February 2019 or such later time and/or date as
Arden and the Company may agree (but in any event not later than 28
February 2019).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary of the
Company, nor any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each a "Gordon Dadds Affiliate") shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a breach of the warranties given to Arden in the Placing
Agreement (in a manner which is material in the context of the
Placing), the failure of the Company to comply with certain of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Gordon Dadds Affiliate shall have any liability whatsoever
to the Placees in connection with any such exercise or failure to
so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to below), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Gordon Dadds Affiliate and
none of Arden, any Arden Affiliate, any persons acting on their
behalf, the Company, any Gordon Dadds Affiliate nor any persons
acting on their behalf will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with Arden for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as Arden may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 8 February 2019
Settlement Date 12 February 2019
ISIN Code GB00BZBY3Y09
SEDOL BZBY3Y0
Deadline for input instruction 5.00 p.m. on 8 February 2019
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Arden.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 12 February 2019 (or such later time
and/or date as the Company and Arden may agree) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
Admission; and (ii) the confirmation mentioned under paragraph (a)
above, an Investor agrees to become a member of the Company and
agrees to acquire Placing Shares at the Placing Price. The number
of Placing Shares acquired by such Investor under the Placing shall
be in accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by Arden. In the event of any failure by an Investor to
pay as so directed by Arden , the relevant Investor shall be deemed
hereby to have appointed Arden or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(k) Representations and warranties
By receiving this announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising Arden to notify an
Investor's name to the Registrars, is deemed to acknowledge, agree,
undertake, represent and warrant to each of Arden, the Registrars
and the Company that:
(i) the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the contract note issued by Arden to such Investor represent the whole and only agreement between the Investor, Arden and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, Arden nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden nor any person affiliated with Arden or acting on its behalf
is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
an Investor to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on Arden or any person
affiliated with Arden in connection with any investigation of the
accuracy of any information contained in this announcement or its
investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the
Group, the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor Arden nor their respective officers,
directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(v) Arden is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
each Investor acknowledges that participation in the Placing is on
the basis that it is not and will not be a client of Arden and that
Arden is acting for the Company and no one else, and Arden will not
be responsible to anyone else for the protections afforded to its
clients, and that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein, and Arden will not be
responsible for anyone other than the relevant party to the Placing
Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of Arden ' rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
Arden nor any of its directors or employees shall be liable to an
Investor for any matter arising out of the role of Arden as the
Company's nominated adviser and broker or otherwise, and that where
any such liability nevertheless arises as a matter of law each
Investor will immediately waive any claim against Arden and any of
its respective directors and employees which an Investor may have
in respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that,
if the Investor is in a relevant EEA member state, it is: (i) a
legal entity which is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; (ii) a legal
entity which has two or more of: (a) an average of at least 250
employees during the last financial year; (b) a total balance sheet
of more than EUR43,000,000; and (c) an annual net turnover of more
than EUR50,000,000, in each case as shown in its last annual or
consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive or other applicable laws; or
(iv) in the case of any Placing Shares acquired by an Investor as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, either:
1. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than qualified investors, as that term is defined in the
Prospectus Rules, or in circumstances in which the prior consent of
Arden has been given to the placing or resale; or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the placing of those Placing Shares to it is not treated
under the Prospectus Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa or where to do so may contravene local securities laws
or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xiv) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Australia, Canada, Japan or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of the United
States, Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa and, subject to certain exceptions, the
Placing Shares may not be offered or sold, directly or indirectly,
in or into those jurisdictions;
(xxiii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and/or who authorises Arden to notify such Investor's name
to the Registrars, that person represents that he has authority to
do so on behalf of the Investor;
(xxv) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 ("Money Laundering Regulations
2017") and any other applicable law concerning the prevention of
money laundering and, if it is making payment on behalf of a third
party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain
from the third party copies of any identification and verification
data immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at Arden 's
discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, Arden
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Arden and/or the Company may
refuse to accept the application and the moneys relating thereto.
The Investor holds harmless and will indemnify Arden and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (ill) is a person to whom this announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex ll/Article 24 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of Arden and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state
implementing Article 2(1) of the Prospectus Directive; and (ii) in
the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive: (A) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the Prospectus Directive, or in other circumstances
falling within Article 3(2) of the Prospectus Directive and the
prior consent of Arden has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
(xxxii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxiii) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and who is acting on behalf of a third party, that the
terms on which the Investor (or any person acting on its behalf)
are engaged enable it to make investment decisions in relation to
securities on that third party's behalf without reference to that
third party;
(xxxiv) the exercise by Arden of any rights or discretions under
the Placing Agreement shall be within its absolute discretion and
Arden need not have any reference to any Investor and shall have no
liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against Arden
or any of its directors or employees under the Placing
Agreement;
(xxxv) it irrevocably appoints any director of Arden as its
agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxvi) it will indemnify and hold the Company, Arden and its
respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxvii) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xxxviii) Arden and each of its respective affiliates, each
acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Arden and/or any of its
respective affiliates, acting as an investor for its or their own
account(s). Neither Arden nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
The Company and Arden will rely upon the truth and accuracy of
each of the foregoing representations, warranties and
undertakings.
(l) Supply and disclosure of information
If any of Arden, the Registrars or the Company or any of their
respective agents request any information about an Investor's
agreement to acquire Placing Shares, such Investor must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
(m) Miscellaneous
The rights and remedies of Arden, the Registrars and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them, and
the exercise or partial exercise of one will not prevent the
exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to Arden:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to
Arden.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Arden.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Arden, the Company and the Registrars, each
Investor irrevocably submits to the exclusive jurisdiction of the
English courts in respect of these matters. This does not prevent
an action being taken against an Investor in any other
jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Acquisition the acquisition of the members' interests
in and certain of the assets of Ince & Co
LLP by the Company as announced on 31 December
2018.
Admission the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules.
AIM the market of that name operated by the London
Stock Exchange.
AIM Rules for Companies the AIM Rules for Companies published by the
London Stock Exchange for the time being.
Arden Arden Partners plc, the Company's nominated
adviser and broker.
Board the board of directors of the Company for
the time being.
Business Day any day on which banks are open for business
in London other than a Saturday, Sunday or
statutory holiday.
Circular the Circular to Shareholders dated on or around
the date of this Announcement
CA 2006 the Companies Act 2006, as amended.
Closing Price the closing mid-market price of an Ordinary
Share on AIM as derived from the AIM Appendix
to the Daily Official List of the London Stock
Exchange.
Company Gordon Dadds Group plc, a public limited liability
company incorporated and registered in England
and Wales (with registration number 03744673)
whose registered office is at Aldgate Tower,
2 Leman Street, London E1 8QN.
Company's Share the Gordon Dadds Group plc unapproved share
Scheme scheme 2017, details of which are included
at paragraph 7.4 of Part 6 of the Company's
Admission Document dated 13 July 2017.
CREST the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
which facilitates the holding and transfer
of title to shares in uncertificated form.
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) as amended.
Directors the directors of the Company as at the date
of this Announcement.
Debt Facilities the debt facilities provided to the Company
by Barclays Bank plc comprising the Term Loan
and the Revolving Credit Facility
Enlarged Share the issued ordinary share capital of the Company
Capital on Admission comprising the Existing Ordinary
Shares and the Placing Shares.
Euroclear Euroclear UK & Ireland Limited, a company
incorporated in England and Wales and the
operator of CREST.
Existing Ordinary the 28,759,711 Ordinary Shares in issue as
Shares at the date of this document and Existing
Share Capital shall have the same meaning.
FCA the Financial Conduct Authority of the United
Kingdom.
FSMA the Financial Services and Markets Act 2000,
as amended.
General Meeting the general meeting of the Company convened
pursuant to the Notice and to be held at the
offices of Ince Gordon Dadds LLP, Aldgate
Tower, 2 Leman Street, London, E1 8QN at 10.00
a.m. on 11 February 2019.
Gordon Dadds or the Company and its subsidiary undertakings.
Group
Ince & Co LLP or Blue Co London LLP, previously Ince & Co LLP,
Ince UK a limited liability partnership incorporated
in England and Wales with registered number
OC361858, whose registered office is at Aldgate
Tower, 2 Leman Street, London, United Kingdom,
E1 8QN
Ince Gordon Dadds Ince Gordon Dadds LLP, previously Gordon Dadds
LLP, a limited liability partnership incorporated
in England and Wales with registered number
OC383616, whose registered office is at Aldgate
Tower, 2 Leman Street, London, United Kingdom,
E1 8QN.
Ince Ince & Co International LLP, a limited liability
partnership incorporated in England and Wales
with registered number OC361858, whose registered
office is at Aldgate Tower, 2 Leman Street,
London, United Kingdom, E1 8QN and its affiliated
entities at the relevant time including Ince
UK.
London Stock Exchange London Stock Exchange plc.
Merged Firm Ince Gordon Dadds LLP as enlarged by the Acquisition.
Notice the notice of General Meeting which is set
out at the end of the Circular document.
Ordinary Shares the ordinary shares of 1 pence each in the
capital of the Company.
Official List the official list of the UK Listing Authority.
Placing the conditional placing of the Placing Shares
by Arden, at the Placing Price pursuant to
the Placing Agreement.
Placing Agreement the placing agreement dated 24 January 2019
between Arden and the Company.
Placing Price the price per Placing Share at which the Placing
Shares are to be subscribed for as determined
by the accelerated bookbuild process, subject
to a minimum of 140 pence per Placing Share.
Placing Resolution Resolution 1 and 3 as set out in the Notice
to authorise the Company to allot and issue
the Placing Shares.
Placing Share the new Ordinary Shares proposed to be issued
by the Company to the Placees.
Prospectus Rules the Prospectus Rules (in accordance with section
73A(3) of FSMA) of the FCA.
Resolutions the resolutions set out in the Notice which
are to be proposed at the General Meeting
for the purpose of giving effect to the Placing
and the extension of the Company Share Scheme.
Revolving Credit a GBP6.5 million revolving credit facility
Facility provided to the Company by Barclays Bank plc.
Securities Act the US Securities Act of 1933, as amended.
Shareholders the registered holders of Ordinary Shares.
Term Loan a GBP6 million term loan expiring on 31 December
2021 provided to the Company by Barclays Banks
plc.
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland.
uncertificated recorded on the relevant register of the share
or security concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations may be transferred
by means of CREST.
Unless otherwise indicated, all references in this document
to "pence" or "p" are to the lawful currency of the United
Kingdom.
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
IOEBJMJTMBATTRL
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