TIDMRUS
RNS Number : 3420F
Raven Russia Limited
16 May 2017
16 May 2017
Raven Russia Limited ("Raven Russia" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Proposed placing of convertible redeemable preference shares
Highlights
-- Raven Russia announces proposals to raise approximately
GBP100 million by way of a Placing of New Convertible Preference
Shares (RUSC) at a Placing Price of 114p per share
-- Firm commitments received from existing institutional
investors (Woodford, IAML, Old Mutual and Brooks
Macdonald) and the Company's EBT
-- The Placing is conditional on the approval of both ordinary
and preference shareholders, with completion expected before the
end of June 2017
-- It is intended that the funds raised through the Placing will
be used to support potential acquisition opportunities
Raven Russia's CEO, Glyn Hirsch commented:
"We are delighted with the continued support of our
shareholders. The new funds will further strengthen our balance
sheet and allow greater flexibility on potential acquisitions. We
believe that it is the right time in the cycle to be
investing."
Further information
Raven Russia Limited Tel: +44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (PR Adviser) Tel: +44 (0) 20 3151
7008
Tim Robertson
Toby Andrews
N+1 Singer (UK Sponsor, Financial Adviser and Broker) Tel: +44
(0) 20 7496 3000
Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Ravenscroft (TISE Sponsor) Tel: +44 (0) 1481 729100
Semelia Hamon
This announcement is released by Raven Russia Limited and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the Placing described herein, 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 Benn Garnham, Company Secretary.
Proposed placing of Convertible Preference Shares
1. Introduction
Raven Russia announces a proposed fundraising of approximately
GBP100 million by way of a placing of New Convertible Preference
Shares at 114 pence per share to be listed on TISE Official
List.
The Company has secured firm commitments from existing
institutional investors and the EBT to subscribe for an aggregate
amount of approximately 86.0 million Convertible Preference Shares,
and is in discussions with further investors potentially to
increase the size of the Placing.
The Placing is conditional on, inter alia, Ordinary Shareholders
and Preference Shareholders passing all the necessary resolutions
to constitute and issue the New Convertible Preference Shares and
admission of the Convertible Preference Shares to TISE Official
List.
The Company has appointed N+1 Singer as UK sponsor, financial
adviser and broker in connection with the Placing.
The circulars to implement the Placing, along with the 2017 AGM
notice and 2016 Annual Report are expected to be posted to
shareholders before the end of May 2017.
2. Background to and reasons for the Placing
In 2016 the Company successfully raised GBP109 million through
the initial issue of Convertible Preference Shares. These funds
were used to restructure bank debt and fund the purchase of income
producing assets. The Board wishes to repeat this success in 2017
and intends that funds raised through the Placing will be used to
support a number of potential acquisition opportunities.
With rouble interest rates at an attractive level the net
proceeds of the Placing will be converted to roubles and placed on
deposit.
3. Details of the Placing
The Company is proposing to issue a minimum of 85,964,909 New
Convertible Preference Shares at the Placing Price to investors
pursuant to the Placing(1) which represents a discount of 2.6 per
cent. to the closing middle market price of 117 pence per Existing
Convertible Preference Share as at the close of business on the
Latest Practicable Date.
As described in paragraph 1 above, the Company has secured firm
commitments from placees to subscribe for an aggregate number of
85,964,909 New Convertible Preference Shares.
The New Convertible Preference Shares will, when issued, be
subject to the Articles, be credited as fully paid and will rank
pari passu in all respects with each other and with the Existing
Convertible Preference Shares. The New Convertible Preference
Shares will be issued free of any encumbrance, lien or other
security interest.
The New Convertible Preference Shares will have a cumulative
preference dividend of approximately 5.7 per cent. per annum
calculated by reference to the Placing Price which is equivalent to
6.5p per share (payable in equal instalments quarterly in arrears)
(the "Preference Dividend") and the Preference Dividend shall
accrue on the New Convertible Preference Shares from the date of
their issue. The ex-date in respect of the Preference Dividend on
the New Convertible Preference Shares from the period from the date
of Admission to (but excluding) 30 June 2017 shall be the date of
Admission and the record date shall be the first trading day
following Admission.
The New Convertible Preference Shares will initially trade under
the ticker "RUC2" with ISIN number GG00BYPB9J77 up to and including
29 June 2017, after which they will trade, together with the
Existing Convertible Preference Shares, under the ticker "RUSC"
with ISIN number GG00BYVFCC74.
The New Convertible Preference Shares will be issued in
registered form and may be held in either certificated or
uncertificated form. Any New Convertible Preference Shares issued
in uncertificated form pursuant to the Placing will be transferred
to successful applicants through the CREST system.
Placing Agreement
The Company has today entered into a placing agreement with N+1
Singer (the "Placing Agreement"). Pursuant to the Placing
Agreement, N+1 Singer has, subject to the terms set out therein,
agreed to use reasonable endeavours, as agent of the Company, to
procure placees for the New Convertible Preference Shares.
The obligations of N+1 Singer are conditional, inter alia, on
Admission becoming effective by no later than 8.00 a.m. on 30 June
2017 (or such later time and/or date as the Company and N+1 Singer
may agree, being no later than 8.00 a.m. on 31 July 2017), certain
of the resolutions to be proposed at General Meeting and Class
Meeting being passed and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission.
N+1 Singer shall be entitled to terminate the Placing Agreement
by giving written notice to the Company if, at any time before
Admission any of the warranties contained therein are or become
untrue, inaccurate or misleading in any material respect or a force
majeure event or material adverse change in respect of the Company
occurs prior to Admission.
Application for listing and admission to trading
Application will be made to TISEA for admission of the New
Convertible Preference Shares to TISE Official List and to the
London Stock Exchange for admission of the New Convertible
Preference Shares to trading on the SETSqx platform. The New
Convertible Preference Shares will not be listed on the Official
List of the FCA. The Company intends to apply for a listing of the
Convertible Preference Shares on the Official List of the FCA if
and when it satisfies the eligibility criteria.
Participation in the Placing
Members of the public are not eligible to participate in the
Placing. To participate in the Placing, an investor must either (a)
fall within the provisions of section (I) of Annex (II) to the
Markets in Financial Instruments Directive and be (i) a person
having professional experience in matters relating to investments,
i.e. investment professionals within the meaning of Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO"); or (ii) a high net
worth company, unincorporated association or other person within
Article 49(2) of the FPO; or (b) be a person who may otherwise
lawfully participate. In addition, an investor must be
"knowledgeable about investment matters" for the purposes of
Chapter 8 of TISEA Listing Rules.
The Company may (in its absolute discretion) accept
subscriptions up to GBP125,000,000 through the Placing and the
Directors will retain the ability to increase that amount in the
event that there is excess demand.
4. Rule 9 Waivers
IAML (as discretionary manager on behalf of IPIF and IPHIF) has
committed to procure the participation by IPIF to subscribe for
5,877,193 New Convertible Preference Shares and IPHIF to subscribe
for 11,666,666 New Convertible Preference Shares in the Placing. As
at the Latest Practicable Date, the Invesco Funds hold
approximately 31.5 per cent. of the Ordinary Shares in issue and
approximately 22.6 per cent. of the Convertible Preference Shares
in issue.
Following Conversion, the Invesco Funds' aggregate interest in
Ordinary Shares would increase, which could have implications under
the Takeover Code. Consequently, the Invesco Funds' participation
in the Placing will require the Panel to waive any obligation of
the Invesco Concert Party to make a general offer pursuant to Rule
9 of the Takeover Code on Conversion which will also require the
approval of the Invesco Waiver Resolution by Independent
Shareholders on a poll.
Woodford has committed to subscribe for 37,719,298 New
Convertible Preference Shares in the Placing. As at the Latest
Practicable Date, Woodford held approximately 14.2 per cent. of the
Ordinary Shares in issue and approximately 46.0 per cent. of the
Convertible Preference Shares in issue.
Following Conversion, Woodford's aggregate interest in Ordinary
Shares would increase, which could have implications under the
Takeover Code. Consequently, Woodford's participation in the
Placing will require the Panel to waive any obligation of Woodford
to make a general offer pursuant to Rule 9 of the Takeover Code on
Conversion which will also require the approval of the Woodford
Waiver Resolution by Independent Shareholders on a poll.
5. Related Party Transactions
The Invesco Funds are, taken together, substantial Ordinary
Shareholders for the purposes of chapter 11 of the Listing Rules.
The Invesco Funds are therefore considered to be related parties
for the purposes of chapter 11 of the Listing Rules. IAML (as
discretionary manager on behalf of IPIF and IPHIF) has committed to
procure the participation by IPIF and IPHIF to subscribe for, in
aggregate, 17,543,859 New Convertible Preference Shares in the
Placing. Under chapter 11 of the Listing Rules, the participation
by IPIF and IPHIF in the Placing constitutes a related party
transaction and will require the approval of Independent
Shareholders.
IAML (as discretionary manager on behalf of the Invesco Funds)
has irrevocably undertaken to the Company not to vote (and to take
all reasonable steps to ensure that no associates of the Invesco
Funds will vote) on the Invesco RPT Resolution.
Woodford is a substantial Ordinary Shareholder for the purposes
of chapter 11 of the Listing Rules and is therefore considered to
be a related party for the purposes of chapter 11 of the Listing
Rules. Woodford has agreed to subscribe for 37,719,298 New
Convertible Preference Shares in the Placing. Under chapter 11 of
the Listing Rules, the participation by Woodford in the Placing
constitutes a related party transaction and will require the
approval of Independent Shareholders.
Woodford has irrevocably undertaken to the Company not to vote
(and to take all reasonable steps to ensure that no associates of
Woodford will vote) on the Woodford RPT Resolution.
Under Listing Rule 11.1.10R, the participation by the EBT in the
Placing constitutes a 'smaller' related party transaction and as
such does not require the approval of independent Ordinary
Shareholders.
6. Extraordinary General Meeting
The implementation of the Placing, the related requirement for
the Rule 9 Waivers and the participation by IPIF, IPHIF and
Woodford in the Placing will require the approval of Ordinary
Shareholders. It is anticipated that the resolutions to be proposed
at the General Meeting will be as follows:
-- An ordinary resolution of the Independent Shareholders (taken
on a poll) to approve the Rule 9 Waiver in connection with the
additional Ordinary Shares that would be held by the Invesco Funds
as a result of any subsequent Conversion of the New Convertible
Preference Shares held by them.
-- An ordinary resolution of the Independent Shareholders (taken
on a poll) to approve the Rule 9 Waiver in connection with the
additional Ordinary Shares that would be held by Woodford as a
result of any subsequent Conversion of the New Convertible
Preference Shares held by them.
-- An ordinary resolution to approve the proposed participation
by IPIF and IPHIF in the Placing.
-- An ordinary resolution to approve the proposed participation by Woodford in the Placing.
-- An ordinary resolution to grant to the Directors the
authority to issue, amongst other things (i) new Convertible
Preference Shares, and new Ordinary Shares upon Conversion, in
connection with the Placing and (ii) such further number of new
Convertible Preference Shares as shall equal 10 per cent. of the
issued Convertible Preference Shares on Admission, and such new
Ordinary Shares on Conversion, during the period from the date of
the General Meeting until the earlier of (a) the date which is 15
months following the date of the General Meeting and (b) the
conclusion of the Annual General Meeting of the Company in 2018
(the "Additional Authority").
-- A special resolution to disapply the pre-emption rights in
the Articles in respect of the proposed issue of the new
Convertible Preference Shares in connection with (i) the Placing
and (ii) the Additional Authority.
Each of IAML (as discretionary manager on behalf of the Invesco
Funds), Woodford, the EBT, EBT 2 and each of the Directors and
certain of their connected persons has irrevocably undertaken to
the Company to vote in favour of the Resolutions at the General
Meeting, representing 54.2 per cent. of the Ordinary Shares in
issue as at the Latest Practicable Date. Excluding the Invesco
Funds, which will not be permitted to vote on the Invesco
Resolutions and Woodford, which will not be permitted to vote on
the Woodford Resolutions, this represents (i) in relation to the
Invesco Resolutions, 33.1 per cent. of the Ordinary Shares in issue
as at the Latest Practicable Date and eligible to vote; and (ii) in
relation to the Woodford Resolutions, 47.1 per cent. of the
Ordinary Shares in issue as at the Latest Practicable Date and
eligible to vote. IAML (as discretionary manager on behalf of the
Invesco Funds) has irrevocably undertaken to the Company not to
vote (and to take all reasonable steps to ensure that no associates
of the Invesco Funds will vote) on the Invesco Resolutions.
Woodford has irrevocably undertaken to the Company not to vote (and
to take all reasonable steps to ensure that no associates of
Woodford will vote) on the Woodford Resolutions.
In the event that either of the Invesco Resolutions are not
passed, the Placing will still proceed but neither IPIF nor IPHIF
will participate in the Placing and their respective commitments to
subscribe for New Convertible Preference Shares will lapse.
In the event that either of the Woodford Resolutions are not
passed, the Placing will still proceed but Woodford will not
participate in the Placing and its commitment to subscribe for New
Convertible Preference Shares will lapse.
The OS Circular, which will include a notice of General Meeting
containing the full text of each resolution, is expected to be
posted to Ordinary Shareholders before the end of May 2017.
Completion of the Placing is currently anticipated to occur before
the end of June 2017.
7. Class Meeting
The implementation of the Placing requires the approval of
Preference Shareholders by special resolution, as the creation and
issue of new Convertible Preference Shares in connection with (i)
the Placing and (ii) the Additional Authority will constitute a
variation of the class rights attaching to the Preference
Shares.
Each of IAML, Woodford, the EBT, EBT 2 and each of the Directors
and certain of their connected persons has irrevocably undertaken
to the Company to vote in favour of the Class Consent Resolution at
the Class Meeting, representing 60.5 per cent. of the Preference
Shares in issue as at the Latest Practicable Date.
The PS Circular, which will include a notice of Class Meeting
containing the full text of the resolution, is expected to be
posted to Preference Shareholders before the end of May 2017.
Definitions used in this announcement
"Admission" the admission of the New Convertible Preference
Shares to TISE Official List and to trading
on the SETSqx platform of the London Stock
Exchange
"Articles" the articles of incorporation of the Company
"Class Consent Resolution" the special resolution to be proposed at the
Class Meeting approving the deemed variation
of the rights attaching to the Preference
Shares arising as a result of the creation
and issue of the New Convertible Preference
Shares
"Class Meeting" the class meeting of Preference Shareholders
to be held in relation to, inter alia, the
Placing, notice of which will be set out in
the PS Circular
"Company" or "Raven Raven Russia Limited
Russia"
"Conversion" conversion of the Convertible Preference Shares
to Ordinary Shares at the Conversion Rate
"Conversion Rate" 1.818 New Ordinary Shares for each Convertible
Preference Share, subject to adjustment in
accordance with the Articles from time to
time
"Convertible Preference 6.5 per cent. cumulative convertible redeemable
Shares" preference shares of no par value each in
the capital of the Company
"Directors" the directors of the Company
"EBT" Raven Russia Employment Benefit Trust No.
1
"EBT 2" Raven Russia Employment Benefit Trust No.
2
"Existing Convertible the Convertible Preference Shares in issue
Preference Shares" as at the date of this announcement
"FCA" the UK Financial Conduct Authority
"FSMA" Financial Services and Markets Act 2000, as
amended
"General Meeting" the general meeting of the Company to be held
in relation to, inter alia, the Placing, notice
of which will be set out in the OS Circular
"Group" the Company and its subsidiary undertakings
"IAML" Invesco Asset Management Limited acting in
its capacity as agent for and on behalf of
the Invesco Funds
"Invesco Concert IAML and the Invesco Funds
Party"
"Invesco Funds" Edinburgh Investment Trust, IPHIF, IPIF and
Invesco Perpetual UK Equity Pension Fund
"Independent Shareholders" the Ordinary Shareholders other than (i) in
relation to the Invesco Resolutions, members
of the Invesco Concert Party and (ii) in relation
to the Woodford Resolutions, Woodford
"Invesco Resolutions" the Invesco RPT Resolution and the Invesco
Waiver Resolution
"Invesco RPT Resolution" the resolution required in accordance with
chapter 11 of the Listing Rules to approve
the participation by IPIF and IPHIF in the
Placing
"Invesco Waiver the ordinary resolution of the Independent
Resolution" Shareholders (taken on a poll) to be proposed
at the General Meeting to approve the waiver
by the Panel of the obligations that would
otherwise apply to the Invesco Concert Party
or any member of it to make a general offer
for the Company pursuant to Rule 9 of the
Takeover Code as a result of the potentially
increased ordinary shareholding of the Invesco
Funds as a consequence of the participation
by IPIF and IPHIF in the Placing and the Conversion
"IPIF" Invesco Perpetual Income Fund
"IPHIF" Invesco Perpetual High Income Fund
"Latest Practicable 15 May 2017, being the day immediately preceding
Date" the date of this announcement
"Listing Rules" the Listing Rules published by the FCA in
accordance with section 73A(2) of FSMA
"London Stock Exchange" London Stock Exchange plc
"New Convertible the Convertible Preference Shares to be issued
Preference Shares" pursuant to the Placing
"New Ordinary Shares" the new Ordinary Shares issued as a result
of Conversion
"N+1 Singer" Nplus1 Singer Advisory LLP
"Ordinary Shareholder" a holder of Ordinary Shares
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"OS Circular" the circular to be sent to Ordinary Shareholders
in connection with, inter alia, the Placing
and including a notice of the General Meeting
"Panel" the Panel on Takeovers and Mergers
"Placing" the proposed conditional placing by N+1 Singer,
on behalf of the Company, of New Convertible
Preference Shares at the Placing Price pursuant
to the terms of the Placing Agreement
"Placing Agreement" the agreement dated the same date as this
announcement between the Company and N+1 Singer
relating to the Placing
"Placing Price" 114 pence per New Convertible Preference Share
"Preference Shareholder" a holder of Preference Shares
"Preference Shares" 12 per cent. cumulative redeemable preference
shares of GBP0.01 each in the capital of the
Company
"PS Circular" the circular to be sent to Preference Shareholders
in connection with, inter alia, the Placing
and including a notice of the Class Meeting
"Resolutions" the resolutions listed in paragraph 6 of this
announcement to be proposed at the General
Meeting and, where appropriate, the Class
Consent Resolution
"RPT Resolutions" the Invesco RPT Resolution and/or the Woodford
RPT Resolution, as appropriate
"Rule 9" Rule 9 of the Takeover Code
"Rule 9 Waivers" the waivers agreed by the Panel, conditional
upon the approval by the Independent Shareholders
of the Waiver Resolutions at the General Meeting,
of the obligation of any member of the Invesco
Concert Party and/or Woodford to make a general
offer under Rule 9 which would otherwise arise
as a consequence of Conversion
"Takeover Code" the City Code on Takeovers and Mergers issued
by the Panel as amended or supplemented, from
time to time
"TISE" the investment exchange known as The International
Stock Exchange
"TISEA" the International Stock Exchange Authority
Limited, which operates TISE
"TISEA Listing Rules" the listing rules produced by TISEA for companies
whose securities are listed on the TISE Official
List
"TISE Official List" the list of securities admitted to listing
on TISE, which is published and maintained
by TISEA
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"Waiver Resolutions" the Invesco Waiver Resolution and/or the Woodford
Waiver Resolution, as appropriate
"Warrant" a warrant to subscribe for 1 Ordinary Share
at 25 pence per Ordinary Share pursuant to
the terms of the Warrant Instrument
"Warrantholder" a holder of Warrants
"Warrant Instrument" the warrant instrument adopted by the Company
constituting the Warrants
"Woodford" Woodford Investment Management Ltd acting
as agent for and on behalf of certain discretionally
managed investment funds and portfolios and,
where the context requires, means Woodford
and such funds and portfolios managed by it
"Woodford Resolutions" the Woodford RPT Resolution and the Woodford
Waiver Resolution
"Woodford RPT Resolution" the resolution required in accordance with
chapter 11 of the Listing Rules to approve
the participation by Woodford in the Placing
"Woodford Waiver the ordinary resolution of the Independent
Resolution" Shareholders (taken on a poll) to be proposed
at the General Meeting to approve the waiver
by the Panel of the obligations that would
otherwise apply to Woodford to make a general
offer for the Company pursuant to Rule 9 of
the Takeover Code as a result of the potentially
increased ordinary shareholding of Woodford
as a consequence of the participation by Woodford
in the Placing and the Conversion
Important notice
The information contained in this announcement is for background
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.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any shares or other securities
of the Company in any jurisdiction, including the United States,
Canada, Japan, Australia or South Africa or in any jurisdiction in
which such offer or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any jurisdiction. The Placing and the distribution of this
announcement and other information in connection with the Placing
in certain jurisdictions may be restricted by law and persons into
whose possession this announcement, any document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Neither this announcement nor any part of it
nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
The Placing timetable may be influenced by a range of
circumstances, including market conditions. There is no guarantee
that the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing at
this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing the
entire amount invested. Persons considering making such an
investment should consult an authorised person specialising in
advising on such investments. This announcement does not constitute
a recommendation concerning the Placing. The value of the Company's
shares can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the Placing
for the person concerned. Past performance cannot be relied upon as
a guide to future performance.
This announcement is not for distribution, directly or
indirectly, in whole or in part, in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia), Canada, Japan, Australia or
South Africa or any other jurisdiction where it is unlawful to
distribute this announcement. In particular, this announcement is
not an offer of securities for sale in the United States. The
securities proposed to be sold have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any State or
other jurisdiction of the United States, and may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. There will be no public offer of the securities
referred to herein in any jurisdiction, including in the United
States, Canada, Japan, Australia or South Africa. The securities
referred to herein have not been registered under the applicable
securities laws of Canada, Japan, Australia or South Africa and,
subject to certain exceptions, may not be offered or sold within
Canada, Japan, Australia or South Africa or to any national,
resident or citizen of Canada, Japan, Australia or South
Africa.
The announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in the
announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of the
announcement. Except as required by law, the Company undertakes no
obligation to publicly release any update or revisions to the
forward-looking statements contained in the announcement to reflect
any change in events, conditions or circumstances on which any such
statements are based after the time they are made.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the FCA, is acting as sponsor (in respect of the related
party transactions only), financial adviser and broker to the
Company in connection with the matters referred to herein, and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the contents of this announcement or any transaction
or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on it by FSMA or the regulatory regime established
thereunder, N+1 Singer accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, in
relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the
Company, the directors or any other person in connection with the
Company, the Placing, the shares or the matters referred to herein,
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. N+1 Singer accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above), which it might otherwise have in respect of this
announcement or any such statement.
Appendix
Placing commitments
Name Number of Convertible Amount (GBP)
Preference Shares at the Placing
Price
Woodford Investment Management
Ltd 37,719,298 42,999,999.72
Old Mutual Global Investors
(UK) Limited 26,315,789 29,999,999.46
Invesco Perpetual High Income
Fund 11,666,666 13,299,999.24
Invesco Perpetual Income Fund 5,877,193 6,700,000.02
EBT 2,631,578 2,999,998.92
Brooks Macdonald Asset Management
Limited 1,754,385 1,999,998.90
This information is provided by RNS
The company news service from the London Stock Exchange
END
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