TIDMECM
RNS Number : 2855I
Electrocomponents PLC
10 December 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
10 December 2020
Electrocomponents plc
RESULTS OF THE PLACING
Electrocomponents plc (Electrocomponents or the Company)
announces the successful completion of the non-pre-emptive placing
of ordinary shares in the capital of the Company announced earlier
today (the Placing) as well as the concurrent offer made by the
Company for retail investors to subscribe for Ordinary Shares via
the PrimaryBid platform (the Retail Offer). The net proceeds raised
from the Placing and Retail Offer will be used to fund the
acquisition of Synovos and Needlers whilst targeting pro-forma net
debt to adjusted EBITDA of below 1x for the year ending 31 March
2021. This will preserve the Group's financial strength and
flexibility to invest in working capital to drive organic growth
and execute on a growing pipeline of attractive bolt-ons.
A total of 21,518,181 new ordinary shares in the capital of the
Company (the Placing Shares) have been placed by UBS AG London
Branch (UBS) and Numis Securities Limited (Numis, and together with
UBS, the Joint Bookrunners), at a price of 825 pence per Placing
Share (the Placing Price).
In addition, retail investors have subscribed via the Retail
Offer for a total of 300,000 new ordinary shares in the capital of
the Company (the Retail Shares) at the Placing Price.
Together, the Placing and Retail Offer comprise 21,818,181 new
ordinary shares to raise gross proceeds of approximately GBP180
million. The Placing Price of 825 pence represents a premium of
1.2% to the closing share price of 815.5 pence on 9 December 2020
and a discount of 2.9% to the middle market price at the time at
which the Company and the Joint Bookrunners agreed the Placing
Price. The Placing Shares and Retail Offer being issued represent
together approximately 5% of the existing issued ordinary share
capital of Electrocomponents prior to the Placing.
Electrocomponents consulted with a number of its shareholders
prior to the Placing and has respected the principles of soft
pre-emption through the allocation process. The Company is pleased
by the strong support it has received from new and existing
shareholders, including a number of its retail shareholders via the
Retail Offer.
Columbia Threadneedle Investments (Columbia Threadneedle) is a
substantial shareholder in the Company for the purposes of the
Listing Rules as a result of being entitled to exercise, or to
control the exercise of, over 10% of the votes able to be cast at
general meetings of the Company. Columbia Threadneedle is therefore
considered to be a related party for the purposes of the Listing
Rules. Columbia Threadneedle has agreed to subscribe for 3,567,272
Placing Shares in the Placing, at an aggregate price of
approximately GBP29.4 million. The participation in the Placing by
Columbia Threadneedle constitutes a smaller related party
transaction and falls within Listing Rule 11.1.10 R and this
announcement is therefore made in accordance with Listing Rule
11.1.10R(2)(c).
Applications have been made to the Financial Conduct Authority
(the FCA) and the London Stock Exchange plc (the LSE) respectively
for the admission of the Placing Shares and the Retail Shares to
the premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the LSE
(together, Admission). It is expected that Admission will become
effective on or before 8.00 a.m. on 14 December 2020. The Placing
and Retail Offer is conditional upon, amongst other things,
Admission becoming effective and upon the placing agreement between
the Joint Bookrunners and the Company not being terminated in
accordance with its terms.
The Placing Shares and Retail Shares, when issued, will be fully
paid and will rank pari passu in all respects with each other and
with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Following Admission, the total number of shares in issue in
Electrocomponents will be 469,861,995. Electrocomponents does not
hold any ordinary shares as treasury shares. 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.
The person responsible for releasing this announcement is Ian
Haslegrave - Company Secretary & General Counsel .
Electrocomponents plc LEI: 549300KVXDURRKVWR37
For further information contact:
Electrocomponents +44 (0)20 7239 8400
Lindsley Ruth, Chief Executive Officer
David Egan, Chief Financial Officer
Lucy Sharma, VP Investor Relations
Tulchan Communications LLP +44 (0)20 7353 4200
Martin Robinson
Olivia Peters
Toby Zeal
UBS (Corporate Broker, Sponsor and Joint Bookrunner) +44 (0)20
7567 8000
John Woolland
David Roberts
Meera Sheth
Numis (Corporate Broker and Joint Bookrunner) +44 (0)20 7260
1000
Mark Lander
Julian Cater
George Price
IMPORTANT NOTICE
This announcement (the Announcement) and the information
contained in it is not for publication, release or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. 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 shares in the capital
of Electrocomponents (the Company) in the United States, Australia,
Canada, Japan or 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 the securities laws of such jurisdictions. The Placing
Shares and the Retail Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or with any securities regulatory authority 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. The
Retail Shares and, subject to certain limited exceptions, the
Placing Shares are being offered and sold outside the United States
in accordance with Regulation S under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares and the Retail Shares will be made pursuant to an
exemption under the Prospectus Regulation (EU) 2017/1129, as
amended from time to time, and includes any relevant implementing
measure in any member state (the Prospectus Regulation) from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000, as amended (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 Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation (Qualified Investors);
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling within the definition of investment
professionals in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
Order); (ii) are persons falling within article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc) of the
Order; or (iii) are 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. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
This Announcement has been 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 Numis
Securities Limited (Numis), UBS AG London Branch (UBS and together
with Numis, the Joint Bookrunners and each a Joint Bookrunner), or
by any of their affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Each Joint Bookrunner is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the FCA). Each Joint
Bookrunner is acting solely for the Company and no one else in
connection with the Placing 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 Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, neither Numis, UBS nor any of their
affiliates accepts any responsibility whatsoever for the contents
of the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of any Joint
Bookrunner or any of their affiliates in connection with the
Company, the Placing Shares or the Placing. Numis, UBS and each of
their affiliates accordingly disclaim all and any responsibility
and liability whatsoever, 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 any
Joint Bookrunner or any of their affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement. The Joint Bookrunners are not acting for the Company
with respect to the Retail Offer and will have no responsibilities,
duties or liabilities, whether direct or indirect, whether arising
in tort, contract or otherwise in connection with the Retail Offer
or to any person in connection with the Retail Offer.
The distribution of this Announcement and the offering of the
Placing Shares and the Retail Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company and /
or the Joint Bookrunners or any of their respective affiliates that
would, or which is intended to, permit an offering of the Placing
Shares or the Retail Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to Placing Shares or the
Retail Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as aim, anticipate,
believe, intend, plan, estimate, expect and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. 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, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
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. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
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 or the Retail
Shares. Any investment decision to buy Placing Shares in the
Placing or Retail Shares in the Retail Offer must be made solely on
the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing or the Retail Offer. Each investor or
prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance.
The Placing Shares to be issued pursuant to the Placing and the
Retail Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (MiFID II); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the MiFID II
Product Governance Requirements), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any manufacturer (for the purposes of the 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 such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the Target
Market Assessment). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in 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 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
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 Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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