TIDMK3C
RNS Number : 7725B
K3 Capital Group PLC
24 September 2018
24 September 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN K3 CAPITAL GROUP
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF K3 CAPITAL GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("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.
K3 CAPITAL GROUP PLC
Proposed secondary placing of a minimum of 1,500,000 Existing
Ordinary Shares in the Company
K3 Capital Group plc (the "Company"), a leading business and
company sales specialist in the UK, today announces that it has
been notified by two Directors of the Company, being Anthony (Tony)
Ford (Executive Vice Chairman) and Stuart Lees (Executive Director)
(the "Selling Shareholders"), of their intention to sell, a minimum
of 1,500,000 ordinary shares of 1 penny each in the Company
("Placing Shares") at a price of 300 pence per Placing Share in the
Company (the "Placing") in order to satisfy investor demand.
In the Company's final results published on 11 September 2018,
the Board recommended a final dividend payment of 8.4 pence per
ordinary share, which remains subject to shareholder approval at
the Company's annual general meeting to be held on Friday 26
October at 11.00am. If approved, the final dividend will be paid on
30 October 2018 to shareholders on the register at the close of
business on 28 September 2018, with an associated ex-dividend date
of 27 September 2018. finnCap Ltd ("finnCap") is acting as
bookrunner in relation to the Placing ("Bookrunner").
The sale of the Placing Shares will be effected by way of an
accelerated bookbuild to institutional investors, which will be
launched immediately following this announcement ("Bookbuild"). A
further announcement will be made following completion of the
Bookbuild.
The timing for the close of the Bookbuild and the distribution
of allocations will be at the absolute discretion of finnCap.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
The Selling Shareholders have entered into a block trade
agreement with finnCap to act as Bookrunner.
The minimum number of Placing Shares represent in aggregate
approximately 3.6% of the issued share capital of the Company.
Details of the minimum number of Placing Shares to be disposed of
by the Selling Shareholders are as follows, with the final numbers
to be confirmed in due course:
Resultant holding assuming
minimum number of Placing
Shares sold
Director/ Number of
PDMR Current shareholding Placing Shares Ordinary Shares %
--------------------- ---------------- --------------------- ------
Tony Ford 7,597,895 1,350,000 6,247,895 14.8
--------------------- ---------------- --------------------- ------
Stuart Lees 800,000 150,000 650,000 1.5
--------------------- ---------------- --------------------- ------
Lock-In Agreements
Tony Ford entered into a lock-in agreement on 5 April 2017 ("TF
Lock-In Agreement"). The formal lock-in period expires on 6 April
2019 although the TF Lock-In Agreement also contains a 12-month
orderly market agreement that will govern any potential disposal of
Ordinary Shares for a following 12 months. The TF Lock- In
Agreement shall remain in force following the Placing, details of
which are set out on page 73 of the Company's annual report and
accounts, published on 11 September 2018 and also in the Company's
admission document published on 6 April 2017. The Lock-In Agreement
is not a Rule 7 lock-in, as defined by the AIM Rules for
Companies.
The Selling Shareholders have advised the Company that the prime
motivation for the Placing is to satisfy market demand following
the Company's investor roadshow and a strong set of results. As
such, the Company believes now is an appropriate time for the
Selling Shareholders to realise value from their shareholdings. The
independent directors of the Company, being Ian Mattioli MBE and
Martin Robinson (the "Independent Directors"), believe that Tony
Ford remains fully committed to the Company, both as a Director and
as a shareholder. The Independent Directors have confirmed the
release of Tony Ford from his existing Lock-In Agreement for the
purposes of the Placing. In making this confirmation, the
Independent Directors considered the overall merits from investors'
perspectives, including taking account of feedback resulting from
the market sounding exercise, as well as the resultant market
demand. The Independent Directors also considered that the time
period to the stated expiry date of the Lock-In Agreement was
short, being approximately 6 months until expiry and therefore this
provided an opportunity for Tony Ford to realise value from his
shareholding in a way that promotes an orderly market in the
Company's Ordinary Shares. finnCap, as party to the TF Lock-In
Agreement, has also agreed to waive the TF Lock-in Agreement for
the purposes of the Placing after due and careful consideration, on
the basis it is in the best interests of maintaining an orderly
market in the Company's Ordinary Shares. The TF Lock- In Agreement
shall remain in force following the Placing.
Stuart Lees also entered into a lock-in agreement on 5 April
2017 ("SL Lock-In Agreement"), with the formal lock-in period
having expired on 6 April 2018 and the sale being in accordance
with the orderly market agreement that currently governs any
potential disposal of Ordinary Shares by him. The SL Lock- In
Agreement shall remain in force following the Placing.
Concert Party
Tony Ford, John Rigby, Andrew Melbourne, Simon Daniels, Matthew
Clancy and Stuart Lees, together with their respective families and
other connected persons are deemed to be acting in concert and
regarded by the Takeover Panel to be members of the concert party
detailed in the Company's admission document dated 6 April 2017
("Admission Document") (the "Concert Party"). Following the
Placing, the Concert Party will remain the holders in aggregate of
not less than 30 per cent., but not more than 50 per cent. of the
Company's issued share capital. Should any member of the Concert
Party or any person acting in concert with any member of the
Concert Party acquire an interest in any shares (excluding the
exercise of existing options granted to Andrew Melbourne, detailed
in the Company's Admission Document) which increases the percentage
of shares carrying voting rights in such company in which the
Concert Party (or any person acting in concert with the Concert
Party) is interested, that person together with people acting in
concert with that person will normally be required to make a
general offer in cash to all shareholders in the Company, at the
highest price paid by that person or any person acting in concert
with that person for an interest in such shares within the
preceding 12 months, for all the remaining equity share capital of
that Company.
For further information please contact:
K3 Capital Group plc Tel: c/o Newgate 020
7680 6550
John Rigby, Chief Executive Officer www.k3capitalgroupplc.com
Andrew Melbourne, Chief Financial Officer
finnCap Ltd (Nominated Adviser and Sole Tel: 020 7220 0500
Broker)
Jonny Franklin-Adams, Emily Watts, Anthony
Adams (Corporate Finance)
Tim Redfern, Richard Chambers (ECM)
Newgate Communications Ltd (Financial PR) Tel: 020 7680 6550
Alistair Kellie, Bob Huxford, Zoƫ k3capital@newgatecomms.com
Sibree
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Selling Shareholders, finnCap or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders, finnCap
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 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. Persons into whose possession this announcement comes are
required by the Selling Shareholders and finnCap to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, finnCap or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, finnCap or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by
FSMA, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own
independent legal, investment and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEQZLFLVKFZBBX
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