TIDMGOR
RNS Number : 0621O
Gordon Dadds Group PLC
24 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES
LAWS OF SUCH JURISDICTIONS.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Gordon Dadds or other evaluation of any securities of
Gordon Dadds or any other entity and should not be considered as a
recommendation that any investor should subscribe for or purchase
any such securities.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR"). Upon the
publication of this Announcement, this inside information is now
considered to be in the public domain.
Capitalised terms in this Announcement shall have the meanings
given to such terms in the Company's first announcement this
morning.
24 January 2019
Gordon Dadds Group plc
("Gordon Dadds" or the "Company")
Result of Placing
Further to the announcement made earlier today, Gordon Dadds
Group plc (AIM: GOR), the acquisitive London-based legal and
professional services business, is pleased to announce it has
completed a conditional placing. The placing of 8,217,019 new
Ordinary Shares (the "Placing Shares") will raise approximately
GBP11.5 million (before expenses) with institutional investors at a
Placing Price of 140 pence per share. Arden Partners plc ("Arden")
acted as nominated adviser, sole bookrunner and broker in
connection with the Placing.
The Placing Price represents a discount of approximately 25.9
per cent. to the closing middle market price, of 189 pence per
Existing Ordinary Share on 23 January 2019, the last business day
before the announcement of the Placing.
Upon Admission, the Enlarged Share Capital is expected to be
36,976,730 Ordinary Shares. On this basis, the Placing Shares will
represent approximately 22.2 per cent. of the Company's Enlarged
Share Capital.
The Placing is conditional upon, inter alia, approval by
Shareholders at the General Meeting of the Placing Resolutions. The
Placing Resolutions will provide the Company with the authority to
allot and issue, the Placing Shares. It is expected that the
Placing Shares will be admitted to trading on AIM at 8.00 a.m. on
12 February 2019.
Application will be made for the Placing Shares to be admitted
to trading on AIM. Subject to the Placing Resolutions having been
passed and the Placing Agreement not having been terminated in
accordance with its terms, it is anticipated that admission of the
Placing Shares will occur at 8.00 a.m. on 12 February 2019.
Notice of General Meeting
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to Shareholders shortly. A copy of the Circular and
Notice of General Meeting will thereafter be made available on the
Company's website: www.gordondaddsgroup.com.
Capitalised terms not otherwise defined in this announcement
shall have the same meaning ascribed to such terms in the
announcement released earlier today unless the context requires
otherwise.
Adrian Biles, Chief Executive Officer of Gordon Dadds Group plc,
commented:
"We are delighted to see such high quality institutional support
for Gordon Dadds. This is an endorsement of the recent acquisition
of Ince UK and the attractiveness of our business model and
strategy for investors.
We have refined our acquisition strategy to UK firms with over
GBP10 million of annual fee income, international acquisitions
which will add to the depth of our core business and smaller
acquisitions which can be absorbed into existing offices,
increasing the intellectual capital of the Group through niche
specialisms and promoting cross-selling."
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 - Head of Equities +44 (0) 20 7614 5900
Portland Communications +44 (0) 20 7554 1789
Steffan Williams Email: gordondadds@portland-communications.com
Simon Hamer
IMPORTANT NOTICE
This announcement is released by Gordon Dadds and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"). It is released 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.
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.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS FOR
INFORMATION PURPOSES ONLY, AND IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE
PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY
JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING,
SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States unless registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with applicable state laws. There will be no public offering of the
Placing Shares in the United States or elsewhere other than in the
United Kingdom and certain other jurisdictions.
The relevant clearances have not been, and 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; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or 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 Canada, Australia,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa or to any
investor located or resident in Canada.
Arden is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for the
Company in connection with the Placing and Admission and no one
else and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients nor for
providing advice to any other person in relation to the Placing and
Admission and/or any other matter referred to in this
announcement.
This announcement is being 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
(apart from the responsibilities or liabilities that may be imposed
by the FSMA, as amended, or the regulatory regime established
thereunder) or any of its affiliates or any of its directors,
officers, employees, advisers, representatives or shareholders
(collectively, "Representatives") for the contents of this
announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Company or Arden or any of their respective
affiliates or by any of their respective Representatives in
connection with the Company, the Placing Shares, the Placing or
Admission and any responsibility and liability whether arising in
tort, contract or otherwise therefore is expressly disclaimed.
Arden and its affiliates and each of their respective
Representatives accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
announcement and no representation or warranty, express or implied,
is made by Arden or any of its affiliates or any of their
respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information
contained in this announcement and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future.
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.
This announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Company's current expectations and projections about
future prospects, developments, strategies, performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor Arden nor any
of their respective affiliates nor any of their respective
Representatives assumes any responsibility or obligation to update,
amend or revise publicly or review any of the forward-looking
statements contained in this announcement. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this announcement. Any indication in this
announcement of the price at which Placing Shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is or is intended to
be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company. Past performance of the Company cannot be
relied on as a guide to future performance and persons reading this
announcement are cautioned not to place undue reliance on such
forward-looking statements.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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 Proposals.
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.
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
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