TIDMIGR
RNS Number : 3847A
IG Design Group PLC
21 January 2020
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE
REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
21 January 2020
IG Design Group PLC
("Design Group", the "Company" or the "Group")
Result of Accelerated Bookbuild to raise GBP120.0 million
IG Design Group plc, one of the world's leading designers,
innovators and manufacturers of celebrations, gifting, stationery
and creative play products, today announces that, further to the
announcement made on 20 January 2020 regarding the proposed
Bookbuild, the Company has placed 7,887,347 Ordinary Shares at the
Placing Price of 694.0 pence per Ordinary Share as its First
Tranche Placing and has conditionally placed 9,403,720 Ordinary
Shares at the Placing Price of 694.0 pence per Ordinary Share as
its Second Tranche Placing, together raising gross Placing proceeds
of GBP120.0 million. The Placing was significantly
oversubscribed.
Completion of the Second Tranche Placing is subject to, inter
alia, shareholder approval to enable the allotment of the Second
Tranche Placing Shares on a non pre-emptive basis, which will be
sought at a General Meeting of the Company to be held at IG Design
Group plc, 7 Water End Barns, Eversholt, Bedfordshire MK17 9EA,
United Kingdom at 1.00 p.m. on 11 February 2020.
The Circular, containing further details of the Second Tranche
Placing and convening the General Meeting is expected to be made
available to Shareholders later today (on 21 January 2020) and will
thereafter be available on the Company's website at:
https://www.thedesigngroup.com/investors/reports-presentations/.
Once the First Tranche Placing Shares and Second Tranche Placing
Shares are issued, the Placing Shares will represent approximately
21.9 per cent. of the Company's existing outstanding issued share
capital and approximately 17.9 per cent. of the Enlarged Share
Capital of the Company.
Canaccord Genuity is acting as Nominated Adviser, Sole
Bookrunner and Sole Broker to the Company.
The terms used but not defined in this Announcement have the
meaning given to them in the announcement published by the Company
on 20 January 2020 regarding the proposed Bookbuild, unless
otherwise stated.
Admission and dealings
Application will be made to the London Stock Exchange for the
First Tranche Placing Shares to be issued pursuant to the Placing
to be admitted to trading on AIM. The First Tranche Placing Shares
will, when issued, rank pari passu in all respects with the
Company's Existing Ordinary Shares, including the right to receive
dividends and other distributions declared, made or paid after
their date of issue.
It is expected that Admission will become effective and dealings
in the First Tranche Placing Shares will commence at 8.00 a.m. on
or around 24 January 2020, with admission of and dealings in the
Second Tranche Placing Shares expected to become effective by 8.00
a.m. on or around 12 February 2020, should all resolutions at the
General Meeting be passed.
Paul Fineman, Chief Executive Officer of IG Design Group plc,
said:
"We are delighted that both existing and new shareholders have
shown their support for the Placing, with the proceeds allowing us
to fund the cash consideration for the Acquisition of CSS
Industries and providing further balance sheet capital to support
our wider growth strategy. It is testament to the compelling
rationale behind the combination of our business with CSS, the
opportunities this brings, and the exciting growth trajectory of
the Group as a whole. We are committed to delivering great value
for our shareholders, and look forward to providing an update in
due course."
For further information, please contact:
IG Design Group plc Tel: 0152 588 7310
Paul Fineman, Chief Executive Officer
Giles Willits, Chief Financial Officer
Canaccord Genuity Limited (Nominated Tel: 0207 523 8000
Adviser, Sole Bookrunner and Sole
Broker)
Bobbie Hilliam
Alex Aylen, Sales
Alma PR Tel: 0203 405 0205
Rebecca Sanders-Hewett
Susie Hudson designgroup@almapr.co.uk
Sam Modlin
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
About IG Design Group plc:
IG Design Group plc, the largest consumer gift packaging
business in the world, is a designer, innovator and manufacturer of
products that help people celebrate life's special occasions.
Design Group works with more than 11,000 customers in over 80
countries throughout the UK, Europe, Australia and the USA. Its
products are found in over 210,000 retail outlets, including
several of the world's biggest retailers, for example Walmart,
Tesco, Amazon, Carrefour and Aldi. Its brand, Tom Smith, also holds
the Royal Warrant for the supply of Christmas crackers and
Christmas wrapping paper to the Royal family.
Design Group is a diverse business operating across multiple
regions, categories, seasons and brands. Its four major product
categories are: Celebrations, Stationery and Creative Play,
Gifting, and 'Not-for-resale' consumables. It offers customers a
full end-to-end service from design through to distribution,
offering both branded and bespoke products from the value-focused
through to the higher-margin ends of the market. The acquisition of
Impact Innovations Inc. has significantly increased the scale of
the Group and added to the Celebrations category with seasonal home
décor product range providing a further opportunity for growth.
The Company was admitted to the Alternative Investment Market of
the London Stock Exchange in 1995 under the name 'International
Greetings plc' and rebranded to IG Design Group plc in 2016. For
further information please visit www.thedesigngroup.com.
ADDITIONAL INFORMATION
The expected timetable relating to the Acquisition and Placing
is set out below.
EXPECTED TIMETABLE
Announcement of the proposed Placing 20 January 2020
and the Acquisition
Admission of the First Tranche Placing 8.00 a.m. on 24 January
Shares 2020
Expected date for CREST accounts to 24 January 2020
be credited in relation to the First
Tranche Placing Shares
Dispatch of definitive share certificates by 7 February 2020
(where applicable) in relation to new
Ordinary Shares for First Tranche Placing
Latest time and date for receipt of 1.00 p.m. on 9 February
proxy appointments for the General Meeting 2020
General Meeting 1.00 p.m. on 11 February
2020
Announcement of the results of the General 11 February 2020
Meeting
Expected Admission of the Second Tranche 8.00 a.m. on 12 February
Placing Shares 2020
Expected date for CREST accounts to 12 February 2020
be credited in relation to the Second
Tranche Placing Shares
Dispatch of definitive share certificates by 26 February 2020
(where applicable) in relation to new
Ordinary Shares Second Tranche Placing
Shares
Notes:
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the passing of the Resolutions at the
General Meeting.
2. If any of the events contained in the indicative timetable
should change, the revised times and dates will be notified by
means of an announcement through a Regulatory Information
Service.
3. Different deadlines and procedures for applications may apply
in certain cases. For example, if you hold your Ordinary Shares
through a CREST member or other nominee, that person may set an
earlier date for application and payment than the dates noted
above.
IMPORTANT NOTICE
The information contained in this Announcement is for
information 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. The information in this Announcement is
subject to change. This Announcement, is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This Announcement, is not an offer of securities for
sale in the United States. The securities referred to herein have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
This Announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within Australia, Canada, New
Zealand, the Republic of Ireland, Switzerland, Japan, the Republic
of South Africa or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
This Announcement, is for information purposes only and is not
intended to and does not contain or constitute or form part of any
offer or any solicitation to purchase or subscribe for securities
in Australia, Canada, New Zealand, the Republic of Ireland,
Switzerland, Japan, the Republic of 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. The distribution of this Announcement may be
restricted by law in certain jurisdictions and persons into whose
possession 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 such
jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this Announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement. Nothing in this Announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to past or future. Canaccord Genuity and its
subsidiary undertakings, affiliates or any of its directors,
officers, employees, advisers and agents accordingly disclaims to
the fullest extent permitted by law all and any responsibility and
liability whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this Announcement or any such
statement.
Recipients of this Announcement and/or the circular who are
considering acquiring Placing Shares pursuant to the Placing are
reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property
described in this Announcement and/or the circular. This
Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. 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. Canaccord
Genuity is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing and
will not regard any other person as a client in relation to the
Placing, and Canaccord Genuity will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement. Canaccord Genuity's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person.
In connection with the Placing, Canaccord Genuity and any of its
affiliates, acting as investors for its own account, may subscribe
for or purchase Ordinary Shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for its own account
in such Ordinary Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by Canaccord Genuity and any of its affiliates acting as
investors for its own account. In addition, Canaccord Genuity or
its affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Canaccord Genuity has
no intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
No representation or warranty, expressed or implied, is or will
be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Canaccord Genuity or by any of
its 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect", "target", "anticipate", "could", "predict",
"continue", "positioned", "risk" (or the negative thereof) and
words of similar meaning, reflect the Directors' current beliefs
and expectations and involve known and unknown risks, uncertainties
and assumptions, many of which are outside the Company's control
and difficult to predict, 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. Any forward-looking statements made in this Announcement
by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's
judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based, except where
required to do so under applicable law.
Neither the contents of Design Group's website nor any website
accessible by hyperlinks on Design Group's website is incorporated
in or forms part of this Announcement.
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
ROIURSRRRBUAUUR
(END) Dow Jones Newswires
January 21, 2020 02:00 ET (07:00 GMT)
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