TIDMJDW
RNS Number : 4047L
Wetherspoon (JD) PLC
30 April 2020
THIS ANNOUNCEMENT 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. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI: 213800CHWARFAAN7UB85
For immediate release
30 April 2020
J D Wetherspoon PLC
("J D Wetherspoon" or the "company")
Results of the placing
J D Wetherspoon (LSE: JDW) is pleased to announce the successful
completion of the placing of new ordinary shares in the capital of
the company announced yesterday (the "placing").
A total of 15,668,430 new ordinary shares in the capital of the
company (the "placing shares"), have been placed by Investec Bank
plc ("Investec") at a price of 900p per share (the "placing
price"). Concurrently with the placing, certain directors,
including John Hutson, CEO, Ben Whitley, Finance Director, and Tim
Martin, founder and chairman, and members of the senior management
team of the company have subscribed for an aggregate of 33,330 new
ordinary shares in the company (the "subscription shares") at the
placing price, pursuant to the subscription letters entered into
with the company (the "subscription"). Further details of the
subscription are set out below.
Together, the placing and subscription of 15,701,760 new
ordinary shares has raised gross proceeds of approximately GBP141m.
The placing price of 900p represents a discount of 6.0 per cent. to
the mid-market closing price of 957.5p on 29 April 2020 (being the
latest practicable date prior the date of this announcement). The
placing shares and subscription shares together represent 15 per
cent. of the existing issued share capital of the company. The
placing was implemented on a non-pre-emptive basis.
Applications have been made to the Financial Conduct Authority
("FCA") and the London Stock Exchange (the "LSE") respectively for
the admission of the placing shares and subscription shares to the
premium 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 take place at 8.00
a.m. on 4 May 2020. The placing shares and subscription 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.
The placing is conditional upon, amongst other things, admission
becoming effective. The placing is also conditional on the placing
agreement not being terminated in accordance with its terms.
Total voting rights
Following admission, the company will have 120,380,155 ordinary
shares in issue. There are no ordinary shares held in treasury.
Therefore, the company hereby confirms that the total number of
voting rights in the company will, following admission, be
120,380,155. 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.
Directors' participation
Certain directors of the company and other persons discharging
managerial responsibilities (together the "PDMRs") and/or persons
closely associated ("PCA") with them have agreed to subscribe for
in aggregate of 33,330 subscription shares in the capital of the
company, at the placing price.
The following directors, PDMRs and their PCAs participated in
the subscription:
Name Number of subscription
shares acquired
in the subscription
Timothy Randall Martin 20,000
-----------------------
John David Hutson 3,333
-----------------------
David Capstick 1,111
-----------------------
Benjamin Whitley 1,110
-----------------------
Harry Michael Charles Morley 1,111
-----------------------
Debra Gilchrist 2,777
-----------------------
Helena Geoghegan 2,222
-----------------------
Nigel Connor 555
-----------------------
Susan Alina Cacioppo 1,111
-----------------------
Related Party Transaction
Columbia Threadneedle Investments ("CTI"), a substantial
shareholder of the company and who is a related party for the
purposes of Chapter 11 of the listing rules of the FCA (the
"listing rules") have agreed to participate in the placing for
3,291,975 placing shares, for an aggregate consideration of
GBP29.6m. The participation from CTI constitutes a smaller related
party transaction for the purposes of Listing Rule 11.1.10R and
this announcement is therefore made in accordance with Listing Rule
11.1.10R(c). The company is grateful for Columbia Threadneedle's
support.
Defined terms used in this announcement have the meanings given
to them in the Proposed Placing of Ordinary Shares announcement
(RNS Number: 3831L) released yesterday, unless the context provides
otherwise.
This announcement is released by J D Wetherspoon plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in
accordance with the company's obligations under Article 17 of
MAR.
J D Wetherspoon plc
John Hutson , Chief Executive Officer
Ben Whitley, Finance Director
(please address all enquiries
to Alex Bull email: abull@jdwetherspoon.co.uk
or 07770 966 923)
Investec Bank plc - Sole Financial Adviser, Tel: +44 (0)20 7597
Sole Broker, Sole Global Coordinator & Sole 5970
Bookrunner
Christopher Baird, David Flin, Tejas Padalkar
NOTES TO EDITORS
1. J D Wetherspoon owns and operates pubs throughout the UK and
Ireland. The company aims to provide customers with good-quality
food and drink, served by well-trained and friendly staff, at
reasonable prices. The pubs are individually designed and the
company aims to maintain them in excellent condition.
2. Visit our website www.jdwetherspoon.com.
3. The annual report and financial statements 2019 has been
published on the company's website on 13 September 2019.
4. The current financial year comprises 52 trading weeks to 26
July 2020.
5. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, the person responsible for
releasing this announcement is Ben Whitley, Finance Director of J D
Wetherspoon.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
No action has been taken by the company, Investec or any of
their respective Affiliates that would permit an offer of the
placing shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
placing shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the company and Investec to inform themselves about,
and to observe, such restrictions.
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
Investec or by any of its Affiliates or as to, or in relation to,
the accuracy or completeness of this Announcement (or whether any
information has been omitted from the Announcement), or any other
written, oral, visual or electronic 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
Investec or any of its Affiliates in connection with the company,
the placing shares, the placing, the subscription shares or the
subscription and any liability therefore is expressly disclaimed.
Each of Investec and its Affiliates accordingly disclaims all and
any liability, whether arising in tort, contract or otherwise in
respect of the use of this Announcement, or any statements or other
information contained (or omitted) in this Announcement or
otherwise arising in connection therewith and no representation or
warranty, express or implied, is made by Investec or any of its
Affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the placing shares is being made in any such
jurisdiction. 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. Persons needing advice should consult
a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR 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 HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, 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 ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
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 PLACING IS BEING MADE (A)
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN,
AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) TO
IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY
"PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE
SECURITIES ACT AND/OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN
THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the placing shares and the placing shares have not been, nor
will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. 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, Canada,
the Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
company's financing arrangements, foreign currency rate
fluctuations, competition in the company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
company, its Directors and Investec each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the listing rules, MAR, the DTRs, the rules of
the London Stock Exchange or the FCA.
Investec is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and the FCA. Investec is acting exclusively
for the company and no one else in connection with the placing, the
content of this Announcement and other matters described in this
Announcement. Investec will not regard any other person as its
respective client in relation to the placing, the content of this
Announcement and other matters described in this Announcement and
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 to any other person in relation to
the placing, the content of this Announcement or any other matters
referred to in this Announcement. Neither Investec nor any of its
Affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with the placing, this Announcement, any
statement contained herein, or otherwise.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the company.
In connection with the placing, Investec and its Affiliates may
take up a portion of the placing shares as a principal position and
in that capacity may retain, purchase or sell for its own account
such shares and other securities of the company or related
investments and may offer or sell such shares, securities or other
investments otherwise than in connection with the placing.
Accordingly, references in this Announcement to placing shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the company to
Investec or any of its Affiliates acting in such capacity. In
addition, Investec and any of its Affiliates may enter into
financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which Investec or any
of its Affiliates may from time to time acquire, hold or dispose of
such securities of the company, including the placing shares.
Neither Investec nor its Affiliates intends to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
The placing shares to be issued or sold pursuant to the placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
This Announcement does not constitute a recommendation
concerning 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
shareholder 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.
Neither the content of the company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Members of the public are not eligible to take part in the
placing. In the European Economic Area ("EEA"), this Announcement
is directed only at and may only be communicated to persons who are
"qualified investors" within the meaning of Article 2(e) of
Prospectus Regulation (Regulation (EU) 2017/1129) ("qualified
investors"). In the United Kingdom, this Announcement is directed
only at Qualified Persons who are also (i) persons having
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 (the "order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
order; or (iii) persons to whom it may otherwise lawfully be
communicated (together, "relevant persons"). Any investment or
investment activity to which the Announcement relates is only
available to and will only be engaged with relevant persons. This
announcement must not be acted on or relied on by persons who are
not relevant persons.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
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 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 placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Investec 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
ROIFFFELSDIAFII
(END) Dow Jones Newswires
April 30, 2020 02:00 ET (06:00 GMT)
Wetherspoon ( J.d.) (LSE:JDW)
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