TIDMMIDW
RNS Number : 0245C
Midwich Group PLC
08 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED IN IT, 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, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (REGULATION (EU) NO 596/2014), AS IT
FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
For immediate release
8 June 2023
Midwich Group plc
("Midwich", the "Company" or the "Group")
Results of Placing
Midwich (AIM: MIDW ), a specialist audio visual distributor to
the trade market , is pleased to announce the successful completion
of the Placing announced yesterday, as well as the successful
completion of the concurrent Retail Offer.
A total of 11,764,705 Placing Shares have been placed by
Investec and Berenberg, at the Placing Price, raising gross
proceeds of approximately GBP50m. The Placing Price of 425 pence
per share represents a discount of approximately 5.6 per cent. to
the closing middle market share price of 450 pence per share on 7
June 2023.
The Company also announces the successful completion of the
Retail Offer via the PrimaryBid platform. Retail investors have
subscribed via the PrimaryBid platform for a total of 294,233
Retail Offer Shares at the Placing Price, raising gross proceeds of
approximately GBP1.25m. In aggregate, the Placing Shares and the
Retail Offer Shares (together, the "New Ordinary Shares") represent
approximately 13.2 per cent. of the existing issued share capital
of the Company.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will take place at 8.00 a.m. on 12 June
2023 (or such date as may be agreed between the Company and the
Joint Bookrunners). The New Ordinary Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing issued Ordinary Shares.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Total voting rights
Following Admission, the Company will have 103,251,326 Ordinary
Shares in issue. There are no Ordinary Shares held in treasury.
Therefore, the Company hereby confirms that the total number of
voting rights in the Company will, following Admission, be
103,251,326. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Capitalised terms used in this announcement have the meanings
given to them in the Placing Announcement released yesterday,
unless the context provides otherwise.
For further information please contact:
Midwich Group plc Tel: +44 (0) 1379
Stephen Fenby, Managing Director 649200
Stephen Lamb, Finance Director
Investec Bank plc Tel: +44 (0) 20
(NOMAD, Joint Broker and Joint Bookrunner 7597 5970
to Midwich)
Carlton Nelson / Ben Griffiths / Cameron
MacRitchie
Berenberg Tel: +44 (0) 20
(Joint Broker and Joint Bookrunner to 3207 7800
Midwich)
Ben Wright / Richard Andrews / Arnav
Kapoor / Natasha Ninkov
FTI Consulting Tel: +44 (0) 20
Alex Beagley / Tom Hufton / Rafaella 3727 1000
de Freitas
IMPORTANT NOTICES
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness. The information in this Announcement is
subject to change.
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state of other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state of other jurisdiction of the United
States. No public offering of securities is being made in the
United States.
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 decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
new ordinary shares of GBP0.01 each pursuant to the Placing
("Placing Shares") are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at: (a) in
a member state of the European Economic Area (the "EEA"), persons
who are, unless otherwise agreed by Investec (as defined below) and
Berenberg (as defined below) (together, the "Joint Bookrunners") ,
"qualified investors" as defined in Article 2(e) of the Prospectus
Regulation (EU) 2017/1129 as supplemented by Commission Delegated
Regulation (EU) 2019/980 and Commission Delegated Regulation (EU)
2019/979 (the "EU Prospectus Regulation") and includes any relevant
implementing measure in any member state); and (b) in the United
Kingdom, persons who are qualified investors within the meaning of
Article 2(e) of the EU Prospectus Regulation as amended and
transposed into the laws of the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018 and the European Union
(Withdrawal Agreement) Act 2020 (as amended) (the "UK Prospectus
Regulation") and who are: (i) "investment professionals" within the
meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 as amended (the "Order");
(ii) persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc") of the Order;
or (iii) persons to whom it may otherwise be lawfully communicated
(all such persons together being referred to as "Relevant
Persons"). This Announcement and the terms and conditions set out
herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this Announcement and the terms and conditions set out herein
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. Persons into whose possession this
Announcement (including the Appendix) comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. Persons needing
advice should consult an independent financial adviser. Reliance on
this Announcement for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing
all of the property or other assets invested.
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.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to or in relation to, the accuracy or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or
approved by either of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, no responsibility or
liability whether arising in tort, contract or otherwise, is
accepted by either of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates for any errors, omissions or inaccuracies
in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
Investec Bank plc is authorised by the Prudential Regulatory
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority ("FCA") . Investec Europe
Limited (trading as Investec Europe), acting as agent on behalf of
Investec Bank plc in certain jurisdictions in the EEA, ("Investec
Europe" and Investec Bank plc together, "Investec") is regulated in
Ireland by the Central Bank of Ireland. Investec is acting
exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters
described in this Announcement. Investec will not regard any other
person as its client in relation to the Placing, the contents of
this Announcement and other matters described in this Announcement
and 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 to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
Investec's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed solely to
London Stock Exchange plc (the "London Stock Exchange") and are not
owed to the Company or to any director of the Company or to any
other person.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and in the United
Kingdom is deemed authorised under the Temporary Permission Regime
and subject to limited regulation by the FCA, is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Berenberg is not responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to clients of Berenberg or for providing
advice in connection with the contents of this Announcement or the
transactions and arrangements described herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or either of the Joint
Bookrunners that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Investec and Berenberg to inform themselves about, and to
observe, such restrictions.
In connection with the Placing, each of the Joint Bookrunners
and any of their affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their affiliates acting in such capacity. In
addition, the Joint Bookrunners and any of their affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or
dispose of shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic and 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. These forward-looking statements reflect
the Company's judgment at the date of this Announcement and are not
intended to give any assurance as to future results and cautions
that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates, supplements 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.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
EU Product Governance Requirements
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 as amended and
transposed into the laws of the United Kingdom pursuant to the
Markets in Financial Instruments (Amendment) (EU Exit) Regulations
2018; (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 MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment "). Notwithstanding the EU 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; 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 EU 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 EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Each distributor is responsible for undertaking its own EU
Target Market Assessment in respect of the Placing Shares and
determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of UK Prospectus Regulation; (b) eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (c) retail clients who do not meet the definition of
professional client under (b) or eligible counterparty per (c); and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK 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 the 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 UK
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 UK Target Market Assessment, the Joint
Bookrunners shall only procure investors which meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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ROIFDLLBXQLZBBX
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