TIDMSPR
RNS Number : 5643Q
Springfield Properties PLC
26 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR"),
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES ,
AUSTRALIA , CANADA , JAPAN , THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Springfield Properties plc
("Springfield" or the "Company")
Proposed Placing
Springfield Properties plc (AIM: SPR), a leading housebuilder in
Scotland offering private and affordable housing, announces that it
has been notified by Sandy Adam, Chairman, and his connected
parties, and James Adam, brother of Sandy Adam, (the "Selling
Shareholders") of their intention to sell between 3,000,000 and
4,000,000 Ordinary Shares in Springfield (the "Placing Shares") at
a price of 138 pence per Placing Share. The Placing Shares
represent up to 4.0% of the Company's issued share capital.
The Placing Shares will be offered through an accelerated
bookbuild (the " Placing "). Nplus1 Singer Capital Markets Limited
(" N+1 Singer ") is acting as sole bookrunner. The books for the
Placing will open with immediate effect. Springfield will not
receive any proceeds from the Placing.
As part of the Placing, Sandy Adam and his connected parties
intend to sell a maximum of 3,200,000 Ordinary Shares. If all the
Placing Shares are sold, following the Placing, Sandy Adam and his
connected parties(1) will have an interest in 37,790,120 Ordinary
Shares, representing 37.5% of the Company's issued share capital.
The Ordinary Shares held by Sandy Adam that are not being sold in
the Placing will be subject to a 6 month lock-up from the date of
the Placing, which is subject to certain customary exceptions and
may otherwise only be waived with the consent of the Company and
N+1 Singer. These Ordinary Shares represent approximately 22.0% of
the Company's issued share capital, assuming the maximum number of
Placing Shares are sold.
In addition, James Adam, brother of Sandy Adam, intends to sell
a maximum of 800,000 Ordinary Shares.
The sale is subject to demand and prevailing market conditions.
The final number of Placing Shares to be placed will be agreed at
the close of the bookbuild process, and the results of the Placing
will be announced as soon as practicable thereafter. The timings
for the close of the bookbuild process and allocations are at the
absolute discretion of N+1 Singer.
The proceeds of the Placing are payable in cash and will be
settled on a T+10 basis (unless otherwise agreed).
(1) Includes the holdings of Anne Adam, The Adam Settlement (of
which Sandy Adam's sons are beneficiaries) and AW Adam Liferent
Trust (of which Sandy Adam is a beneficiary).
Enquiries:
Springfield Properties
Sandy Adam, Chairman
Innes Smith, Chief Executive Officer +44 1343 552550
-----------------
N+1 Singer
-----------------
Shaun Dobson, Rachel Hayes, James Moat
(Investment Banking) +44 20 7496 3000
-----------------
Luther Pendragon
-----------------
Harry Chathli, Claire Norbury, Joe
Quinlan +44 20 7618 9100
-----------------
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMMENTS THERETO,
INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED
KINGDOM , QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT
IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States , Canada , Australia , South
Africa or Japan or in any other jurisdiction in which such an offer
or solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
" US Securities Act "), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada ,
Australia , South Africa or Japan or of any other jurisdiction .
Such securities may not be offered or sold in the United States
unless registered under the US Securities Act or offered in a
transaction exempt from, or not otherwise subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States . There will be no public offering of such securities
in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States , nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States .
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by N+1
Singer or any of its affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia ),
Canada , Australia , South Africa or Japan . The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession this 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders , N+1
Singer or any of their respective affiliates that would, or which
is intended to, permit a public offer of the Placing Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Selling Shareholders and N+1 Singer to inform
themselves about and to observe any applicable restrictions.
N+1 Singer, which is authorised and regulated by the Financial
Conduct Authority (FCA) in the United Kingdom, is acting only for
the Selling Shareholders in connection with the Placing and will
not be responsible to anyone other than the Selling Shareholders
for providing the protections offered to its clients nor for
providing advice in relation to the Placing or any matters referred
to in this announcement.
N+1 Singer and any of its affiliates acting as an investor for
its own account may participate in the offering on a proprietary
basis and in that capacity may retain, purchase or sell for their
own account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of
Placing Shares. N+1 Singer does not intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
None of N+1 Singer or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
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 document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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END
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