TIDMPHC
RNS Number : 1349G
Plant Health Care PLC
27 February 2018
27 February 2018
Plant Health Care plc
Result of Placing and Subscription
("Plant Health Care" or the "Company")
Plant Health Care, a leading provider of patent-protected
biological products to global agriculture markets, is pleased to
announce the completion of the Fundraise which was announced
earlier today.
The Company has raised a total of GBP5.0 million (before
expenses) through (i) a placing of 22,596,479 New Ordinary Shares
raising approximately GBP4.5 million and (ii) a direct subscription
of 2,403,521 New Ordinary Shares raising approximately GBP0.5
million.
The Fundraise will result in the issue of an aggregate of
25,000,000 New Ordinary Shares, representing approximately 16.9 per
cent of the existing issued ordinary share capital of the
Company.
Liberum acted as nominated adviser, broker and joint bookrunner
to the Company in connection with the Placing and Arden acted as
joint bookrunner. Following the Placing, Arden will become
joint-broker.
Capitalised terms used but not defined in this announcement have
the same meanings as defined in the Company's announcement
published earlier today regarding the Fundraise.
Issue of Equity and Total Voting Rights
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 become effective and that dealings in
the new ordinary shares on AIM will commence at 8:00 a.m. on 1
March 2018.
Following Admission, the Company will have 172,822,881 ordinary
shares in issue. No ordinary shares are held in treasury. The total
number of voting rights in the Company is therefore 172,822,881.
The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Related Party Transaction
Under the AIM Rules, an issue of shares to a related party which
exceeds a specified percentage in any of the class tests under the
AIM Rules is subject to certain disclosure requirements. Due to a
holding of over 10 per cent. of the Company's ordinary shares, the
participation in the Placing by Mr. Richard Griffiths and entities
or persons controlled by Richard Griffiths or associated with him
("Richard Griffiths") is deemed a transaction with a related party
under the AIM Rules. Richard Griffiths, has subscribed for
6,886,800 Placing Shares under the Placing, such that he will hold
approximately 36.7 per cent. of the Company's issued share capital
following the Placing. The directors of the Company consider,
having consulted with Liberum, the Company's Nominated Adviser,
that the terms of Richard Griffiths' participation in the Placing
are fair and reasonable insofar as shareholders are concerned.
Participation in the Subscription by the Directors
The Directors have, in aggregate, subscribed for a total of
595,171 New Ordinary Shares pursuant to the Subscription. The
participation of the Directors in the Subscription is detailed
below.
Director Position Number Number Ordinary Percentage
of ordinary of ordinary Shares of enlarged
shares shares held on share
held at to be Admission capital
date of issued
this announcement pursuant
to the
Subscription
----------------- ---------------- ------------------- -------------- ----------- -------------
Executive
Chairman
Dr. Christopher and Interim
Richards CEO 1,263,253* 375,000 1,638,253* 0.95%
----------------- ---------------- ------------------- -------------- ----------- -------------
Senior
Independent
Michael Non-Executive
Higgins Director 60,000 10,147 70,147 0.04%
----------------- ---------------- ------------------- -------------- ----------- -------------
Dr. Richard Executive
Webb Director 868,400 146,864 1,015,264 0.59%
----------------- ---------------- ------------------- -------------- ----------- -------------
William Non-executive
Lewis Director 373,460 63,160 436,620 0.25%
----------------- ---------------- ------------------- -------------- ----------- -------------
*includes a beneficial interest of William Richards, a minor
child of Dr. Christopher Richards, of 34,578 ordinary shares
The notifications below, made in accordance with the requirement
of the Market Abuse Regulation, provide further detail in relation
to the Director participation in the Subscription.
1 Details of the person discharging managerial
responsibilities / person closely associated
----- -------------------------------------------------------------------
(a) Name Dr. Christopher Richards
----- -------------------------------- ---------------------------------
2 Reason for the notification
----- -------------------------------------------------------------------
(a) Position/status Executive Chairman and Interim
CEO
----- -------------------------------- ---------------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- ---------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
----- -------------------------------------------------------------------
(a) Name Plant Health Care plc
----- -------------------------------- ---------------------------------
(b) LEI 213800KBQPJZ2FM8QH27
----- -------------------------------- ---------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- -------------------------------------------------------------------
(a) Description Ordinary Shares of 1 penny
of financial each
instrument,
type of instrument GB00B01JC540
Identification
code
----- -------------------------------- ---------------------------------
(b) Nature of the Acquisition
transaction
----- -------------------------------- ---------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- --------------- ----------------
20p 375,000
-------------------------------------- --------------- ----------------
Aggregate information
* Aggregated volume
375,000
(d) * Price 20p
----- -------------------------------- ---------------------------------
(e) Date of transaction 27 February 2018
----- -------------------------------- ---------------------------------
(f) Place of transaction London Stock Exchange, AIM
Market (XLON)
----- -------------------------------- ---------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
----- ---------------------------------------------------------------------
(a) Name Michael Higgins
----- -------------------------------- -----------------------------------
2 Reason for the notification
----- ---------------------------------------------------------------------
(a) Position/status Senior Independent Non-Executive
Director
----- -------------------------------- -----------------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
----- ---------------------------------------------------------------------
(a) Name Plant Health Care plc
----- -------------------------------- -----------------------------------
(b) LEI 213800KBQPJZ2FM8QH27
----- -------------------------------- -----------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- ---------------------------------------------------------------------
(a) Description Ordinary Shares of 1 penny
of financial each
instrument,
type of instrument
GB00B01JC540
Identification
code
----- -------------------------------- -----------------------------------
(b) Nature of the Acquisition
transaction
----- -------------------------------- -----------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- ---------------- -----------------
20p 10,147
-------------------------------------- ---------------- -----------------
Aggregate information
* Aggregated volume
10,147
(d) * Price 20p
----- -------------------------------- -----------------------------------
(e) Date of transaction 27 February 2018
----- -------------------------------- -----------------------------------
(f) Place of transaction London Stock Exchange, AIM
Market (XLON)
----- -------------------------------- -----------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
----- ---------------------------------------------------------------
(a) Name Dr. Richard Webb
----- -------------------------------- -----------------------------
2 Reason for the notification
----- ---------------------------------------------------------------
(a) Position/status Executive Director
----- -------------------------------- -----------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- -----------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
----- ---------------------------------------------------------------
(a) Name Plant Health Care plc
----- -------------------------------- -----------------------------
(b) LEI 213800KBQPJZ2FM8QH27
----- -------------------------------- -----------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- ---------------------------------------------------------------
(a) Description Ordinary Shares of 1 penny
of financial each
instrument,
type of instrument
GB00B01JC540
Identification
code
----- -------------------------------- -----------------------------
(b) Nature of the Acquisition
transaction
----- -------------------------------- -----------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- ------------- --------------
20p 146,864
-------------------------------------- ------------- --------------
Aggregate information
* Aggregated volume
146,864
(d) * Price 20p
----- -------------------------------- -----------------------------
(e) Date of transaction 27 February 2018
----- -------------------------------- -----------------------------
(f) Place of transaction London Stock Exchange, AIM
Market (XLON)
----- -------------------------------- -----------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
----- ---------------------------------------------------------------
(a) Name William Lewis
----- -------------------------------- -----------------------------
2 Reason for the notification
----- ---------------------------------------------------------------
(a) Position/status Non-executive Director
----- -------------------------------- -----------------------------
(b) Initial notification/Amendment Initial Notification
----- -------------------------------- -----------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
----- ---------------------------------------------------------------
(a) Name Plant Health Care plc
----- -------------------------------- -----------------------------
(b) LEI 213800KBQPJZ2FM8QH27
----- -------------------------------- -----------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
----- ---------------------------------------------------------------
(a) Description Ordinary Shares of 1 penny
of financial each
instrument,
type of instrument
GB00B01JC540
Identification
code
----- -------------------------------- -----------------------------
(b) Nature of the Acquisition
transaction
----- -------------------------------- -----------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s)
----- -------------------------------- ------------- --------------
20p 63,160
-------------------------------------- ------------- --------------
Aggregate information
* Aggregated volume
63,160
(d) * Price 20p
----- -------------------------------- -----------------------------
(e) Date of transaction 27 February 2018
----- -------------------------------- -----------------------------
(f) Place of transaction London Stock Exchange, AIM
Market (XLON)
----- -------------------------------- -----------------------------
Plant Health Care plc
Chris Richards - Executive Chairman and Interim CEO
Jeffrey Hovey - Chief Financial Officer +1 919 926 1600
Liberum - Nomad, broker and joint bookrunner
Chris Clarke
Clayton Bush
Jonathan Wilkes-Green +44 (0) 203 100 2000
Arden Partners plc - Joint bookrunner +44 (0) 207 614 5900
Paul Brotherhood
John Llewellyn-Lloyd
Daniel Gee-Summons
IMPORTANT NOTICE
This announcement is released by Plant Health Care and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information
relating to the Fundraise as described above, and is disclosed in
accordance with the Company'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 Richards, Executive Chairman
and Interim CEO.
No action has been taken by the Company, Liberum 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, 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 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. No public offering of
securities is being made in the United States and the New Ordinary
Shares are not being offered or sold outside the United States in
reliance on Regulation S.
The New Ordinary Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, the
Republic of South Africa and Japan. Subject to certain exceptions,
the New Ordinary Shares referred to herein may not be offered or
sold in Australia, Canada, the Republic of South Africa or Japan or
to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada, the Republic of South Africa or
Japan. There will be no public offer of securities in Australia,
Canada, the Republic of South Africa and Japan.
Liberum 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 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/or any other matter
referred to in this announcement.
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 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/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
Liberum or 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 their respective
affiliates or any of their respective 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 Liberum,
Arden or any of their respective affiliates or by any of its
respective Representatives in connection with the Company, the
Placing Shares or the Placing and any responsibility and liability
whether arising in tort, contract or otherwise therefore is
expressly disclaimed. Liberum, Arden and each of their 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 Liberum,
Arden or any of their respective 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. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum or Arden.
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, including, but not limited to, those risks and
uncertainties described in the risk factors included in the
Company's Annual Report. 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 Liberum 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUBRNRWBAUUAR
(END) Dow Jones Newswires
February 27, 2018 11:12 ET (16:12 GMT)
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