TIDMPURE
RNS Number : 0407Z
PureCircle Limited
15 May 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES (AS DEFINED HEREIN), AUSTRALIA, CANADA,
JAPAN, HONG KONG, SINGAPORE, 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.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
PureCircle Limited
("PureCircle" or the "Company")
RESULT OF PLACING
15 May 2019
Result of Placing
PureCircle (LSE: PURE), a world leading producer and innovator
of stevia sweeteners is pleased to announce the completion of the
Placing announced on 14 May 2019.
The Placing (including the Subscription) has raised gross
proceeds of GBP26.6 million (c. US$35 million) (before expenses)
through the placing of 9,500,000 new ordinary shares of USD 0.10
each in the Company ("Placing Shares") at GBP2.80 per share. The
Placing Shares represent approximately 5.4 per cent. of the
Company's existing issued ordinary share capital.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of USD 0.10 in the Company including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue of the Placing Shares.
Numis Securities Limited acted as sole bookrunner in respect of
the Placing.
Admission
Applications have been made for admission of the Placing Shares
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange plc. It is expected
that Admission will take place at 8.00 a.m. on 17 May 2019 at which
time dealings in the Placing Shares will commence. The Placing
(including the Subscription) is conditional upon, inter alia,
Admission becoming effective and upon the Placing Agreement between
the Company and Numis becoming unconditional and not being
terminated.
Total voting rights
Following Admission, the Company will have 184,355,951 ordinary
shares in issue. No ordinary shares are held in treasury.
The total number of voting rights in the Company is therefore
184,355,951. This figure may be used by shareholders of 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 Company under the FCA's Disclosure
Guidance and Transparency Rules as incorporated by reference into
the Company's Bye-laws.
Director participation
The Company also announces that certain of its directors have
participated in the Placing (through the Subscription):
Name Number of Ordinary Number of new Number of Ordinary Resulting
Shares held prior Ordinary Shares Shares held following holding
to the Placing acquired the Placing as a % of
enlarged
issued share
capital
Rosemarie S.
Andolino - 4,118 4,118 0.002
John Gibney 20,000 8,236 28,236 0.02
John Slosar 1,671,202 200,000 1,871,202 1.01
Magomet Malsagov 15,249,602 54,911 15,304,513 8.30
Rakesh Sinha 87,600 8,236 95,836 0.05
Unless the context otherwise requires, the definitions used in
the Company's announcement released on 14 May 2019, have the same
meanings where used in this announcement.
For further information, please contact:
PureCircle Limited +1 630 827 1515
Rakesh Sinha, Chief Financial Officer +60 1232 60005
Numis + 44 (0) 20 7260 1000
Luke Bordewich
Oliver Cox
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Rosemarie S. Andolino
----------------------------------------- ----------------------
2 Reason for the notification
-----------------------------------------------------------------
a) Position/status Director
----------------------------------------- ----------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- ----------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------
a) Name PureCircle Limited
----------------------------------------- ----------------------
b) LEI 213800K2PU757HGDAW11
----------------------------------------- ----------------------
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 of the financial instrument, Ordinary shares of
type of instrument USD 0.10 each
Identification code ISIN: BMG7300G1096
----------------------------------------- ----------------------
b) Nature of the transaction Subscription for new
ordinary shares
----------------------------------------- ----------------------
c) Price(s) and volume(s) Price Volume
GBP2.80 4,118
----------------------------------------- ----------------------
d) Aggregated information Aggregated volume:
- Aggregated volume 4,118
- Price Price: GBP2.80
----------------------------------------- ----------------------
e) Date of the transaction 14 May 2019
----------------------------------------- ----------------------
f) Place of the transaction London Stock Exchange
----------------------------------------- ----------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Gibney
----------------------------------------- ----------------------
2 Reason for the notification
-----------------------------------------------------------------
a) Position/status Director
----------------------------------------- ----------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- ----------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------
a) Name PureCircle Limited
----------------------------------------- ----------------------
b) LEI 213800K2PU757HGDAW11
----------------------------------------- ----------------------
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 of the financial instrument, Ordinary shares of
type of instrument USD 0.10 each
Identification code ISIN: BMG7300G1096
----------------------------------------- ----------------------
b) Nature of the transaction Subscription for new
ordinary shares
----------------------------------------- ----------------------
c) Price(s) and volume(s) Price Volume
GBP2.80 8,236
----------------------------------------- ----------------------
d) Aggregated information Aggregated volume:
- Aggregated volume 8,236
- Price Price: GBP2.80
----------------------------------------- ----------------------
e) Date of the transaction 14 May2019
----------------------------------------- ----------------------
f) Place of the transaction London Stock Exchange
----------------------------------------- ----------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name John Slosar
----------------------------------------- --------------------------
2 Reason for the notification
---------------------------------------------------------------------
a) Position/status Director
----------------------------------------- --------------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- --------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name PureCircle Limited
----------------------------------------- --------------------------
b) LEI 213800K2PU757HGDAW11
----------------------------------------- --------------------------
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 of the financial instrument, Ordinary shares of
type of instrument USD 0.10 each
Identification code ISIN: BMG7300G1096
----------------------------------------- --------------------------
b) Nature of the transaction Subscription for new
ordinary shares
----------------------------------------- --------------------------
c) Price(s) and volume(s) Price Volume
GBP2.80 200,000
----------------------------------------- --------------------------
d) Aggregated information Aggregated volume:200,000
- Aggregated volume Price: GBP2.80
- Price
----------------------------------------- --------------------------
e) Date of the transaction 14 May 2019
----------------------------------------- --------------------------
f) Place of the transaction London Stock Exchange
----------------------------------------- --------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Liya Shishkhanova
----------------------------------------- ----------------------
2 Reason for the notification
-----------------------------------------------------------------
a) Position/status Spouse of CEO
----------------------------------------- ----------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- ----------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------
a) Name PureCircle Limited
----------------------------------------- ----------------------
b) LEI 213800K2PU757HGDAW11
----------------------------------------- ----------------------
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 of the financial instrument, Ordinary shares of
type of instrument USD 0.10 each
Identification code ISIN: BMG7300G1096
----------------------------------------- ----------------------
b) Nature of the transaction Subscription for new
ordinary shares
----------------------------------------- ----------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP2.80 54,911
----------------------------------------- ----------------------
d) Aggregated information Aggregated volume:
- Aggregated volume 54,911
- Price Price: GBP2.80
----------------------------------------- ----------------------
e) Date of the transaction 14 May 2019
----------------------------------------- ----------------------
f) Place of the transaction London Stock Exchange
----------------------------------------- ----------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Rakesh Sinha
----------------------------------------- ----------------------
2 Reason for the notification
-----------------------------------------------------------------
a) Position/status Director
----------------------------------------- ----------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- ----------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------
a) Name PureCircle Limited
----------------------------------------- ----------------------
b) LEI 213800K2PU757HGDAW11
----------------------------------------- ----------------------
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 of the financial instrument, Ordinary shares of
type of instrument USD 0.10 each
Identification code ISIN: BMG7300G1096
----------------------------------------- ----------------------
b) Nature of the transaction Subscription for new
ordinary shares
----------------------------------------- ----------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP2.80 8,236
----------------------------------------- ----------------------
d) Aggregated information Aggregated volume:
- Aggregated volume 8,236
- Price Price: GBP2.80
----------------------------------------- ----------------------
e) Date of the transaction 14 May 2019
----------------------------------------- ----------------------
f) Place of the transaction London Stock Exchange
----------------------------------------- ----------------------
IMPORTANT NOTICE
This announcement (the "Announcement") and the information
contained in it is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into 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, Hong Kong,
Singapore, Japan or South Africa or any other state or 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 THE
COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG,
SINGAPORE 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 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, delivered 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
Company does not intend to register the Placing Shares in the
United States or to conduct a public offering of securities in the
United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Ontario and Québec
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and Numis that such person (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares acquired by a Canadian investor in
this offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Japan or South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Japan or South Africa or any
other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa.
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 Directive (as defined
below)) to be published.
No action has been taken by the Company or Numis, 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 public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada or elsewhere. All
offers of the Placing Shares will be made pursuant to an exemption
under the EU Directive 2003/71/EC and amendments thereto (the
"Prospectus Directive") 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 (the
"FSMA") does not apply.
Any investment or investment activity to which this announcement
relates is available only to, and will only be engaged with: (a)
persons in member states of the European Economic Area who are
qualified investors within the meaning of article 2(1)(e) of the
Prospectus Directive ("Qualified Investors") and (b) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall 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"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of the FSMA and
(c) otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"relevant persons"). Any person who is not a relevant person should
not act or rely on this Announcement or any of its contents.
Numis is authorised and regulated in the United Kingdom by the
FCA. Numis is acting exclusively for the Company and no one else in
connection with the Placing and it 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.
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 Numis
(apart from the responsibilities or liabilities that may be imposed
by the FSMA or the regulatory regime established thereunder) or by
any of its respective affiliates or by 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 Numis or any of their respective affiliates or by any
of their 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. Numis and each of its respective
affiliates and each of its 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 Numis or any of its
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.
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 and/or Numis 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 and Numis to inform
themselves about, and to observe, such restrictions.
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 Numis.
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 beliefs of the Company's directors 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, none of the Company or Numis
or any of their respective affiliates or any of their respective
Representatives assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
in this Announcement. Investors 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.
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.
The Placing Shares 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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. 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
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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 the Placing Shares 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 Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCDMGMKZDNGLZZ
(END) Dow Jones Newswires
May 15, 2019 02:01 ET (06:01 GMT)
Purecircle (LSE:PURE)
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De Mar 2024 a Abr 2024
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