TIDMPLP
RNS Number : 3168M
Polypipe Group PLC
07 May 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, 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 AND THE INFORMATION CONTAINED HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES
IN ANY JURISDICTION. PLEASE SEE THE CAUTIONARY STATEMENT AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
7 May 2020
Polypipe Group plc
("Polypipe" or the "Company")
Results of Placing
Polypipe announces the successful completion of the
non-pre-emptive placing of ordinary shares in the capital of the
Company announced this morning (the "Placing").
A total of 26,966,300 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Deutsche Bank
AG, London Branch ("Deutsche Bank") and Numis Securities Limited
("Numis") acting as Joint Bookrunners, raising gross proceeds of
approximately GBP120.0 million. The Placing Shares have been issued
at a price of 445 pence per Placing Share (the "Placing Price").
The Placing Shares being issued represent, in aggregate,
approximately 13.4 per cent. of Polypipe's issued ordinary share
capital prior to the Placing.
The Placing Price of 445 pence represents a 7.7 per cent.
discount to the closing mid-market share price of 482 pence on 6
May 2020, and a 3.1 per cent. discount to the middle market price
at which time the Company and Joint Bookrunners agreed the Placing
Price.
Polypipe consulted with a number of its major shareholders prior
to the Placing in order to adhere to the principles of pre-emption
through the allocation process. The Company is pleased by the
strong support it has received from existing shareholders and new
investors.
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "London Stock
Exchange") for the admission of the Placing 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 London Stock Exchange
(together, "Admission"). Admission is expected to take place at
8:00 a.m. (London time) on 13 May 2020. The Placing is conditional,
inter alia, upon Admission becoming effective and the placing
agreement between the Company and the Joint Bookrunners not being
terminated.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary shares of GBP0.001
each in the capital of the Company, including, without limitation,
the right to receive all future dividends and distributions
declared, made or paid after the date of issue of the Placing
Shares.
Total voting rights
The Company's enlarged issued share capital immediately
following Admission will comprise 227,966,162 ordinary shares. The
Company currently holds 2,504 shares in treasury, which do not
carry voting rights, and therefore, following Admission, the total
number of voting rights in the Company will be 227,963,658. 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 in their interest in, the
share capital of the Company under the Disclosure Guidance and
Transparency Rules.
Director participation in the Placing
Certain directors of the Company have agreed to acquire Placing
Shares in the Placing in the amount opposite his/her name in the
table below:
Number of Placing
Name Shares
--------------- ------------------
Ronald Marsh 33,707
Martin Payne 23,595
Paul James 5,617
Lisa Scenna 10,112
Mark Hammond 2,247
Paul Dean 898
Smaller related party transactions
Standard Life Aberdeen 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 per
cent. of the votes able to be cast at general meetings of the
Company. It is therefore considered to be a related party for the
purposes of Chapter 11 of the Listing Rules. Standard Life Aberdeen
has agreed to acquire 2,089,313 Placing Shares in the Placing,
amounting to a total subscription of approximately GBP9.3 million
under, and on the terms and conditions, of the Placing. Under
Listing Rule 11.1.10R, the participation in the Placing by Standard
Life Aberdeen constitutes a "smaller" related party
transaction.
Enquiries:
Polypipe
Martin Payne, Chief Executive Officer
Paul James, Chief Financial Officer
+44 (0) 1709 770 000
Deutsche Bank (Joint Global Coordinator
and Joint Corporate Broker)
Charles Wilkinson / Simon Hollingsworth
/ Mark Hankinson +44 (0) 20 545 8000
Numis Securities (Joint Global Coordinator
and Joint Corporate Broker) +44 (0) 20 7260 1000
Heraclis Economides / Richard Thomas / Ben
Stoop / Alasdair Abram
Moelis
Mark Aedy / Liam Beere +44 (0) 20 7634 3500
Brunswick
Nina Coad / Charles Pretzlik +44 (0) 20 7404 5959
IMPORTANT NOTICES
No action has been taken by the Company, Deutsche Bank or Numis
or any of its or their respective affiliates, or any of its or
their respective agents, directors, officers or employees 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 the Banks to inform themselves about, and to observe,
such restrictions.
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 ANNOUNCEMENTAND 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.
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.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States absent
registration under the Securities Act or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the
United States. The Placing Shares are, being offered and sold (a)
outside the United States in offshore transactions as defined in,
and pursuant to Regulation S under the Securities Act ("Regulation
S") or (b) in the in the United States only to persons reasonably
believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) ("QIBs") 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 transaction
not subject to, the registration requirements of the Securities
Act. A Placee (as defined below) and any the prospective beneficial
owner of the Placing Shares is, and at the time the placing shares
are subscribed for will be, (i) outside the United States and
subscribing for the placing shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) (a) a QIB
and (b) subscribing for the placing shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement and does not meet the criteria
above, will not be accepted.
Members of the public are not eligible to take part in the
Placing. In the European Economic Area ("EEA") and the United
Kingdom, 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.
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, Deutsche Bank and Numis 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.
Deutsche Bank, which is subject to the supervision by the
European Central Bank and by BaFin, Germany's Federal Financial
Supervisory Authority, and is subject to limited regulation in the
United Kingdom by the Prudential Regulation Authority and the FCA
and Numis, which is authorised and regulated by the FCA are acting
solely for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters
described in this Announcement. Deutsche Bank and Numis will not
regard any other person as their respective clients 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 their respective 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.
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
Deutsche Bank, Numis or by any of its or their respective
affiliates or any of its or their respective directors, officers,
employees, agents or advisers 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no 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.
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, each of the Banks and any of
their respective affiliates, may take up a portion of the shares of
the Company in the Placing 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 the Banks or any of
their respective affiliates acting in such capacity. In addition,
certain of the Banks or any of their respective affiliates may
enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
such Banks or any of their respective affiliates may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their
respective affiliates intend 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.
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.
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, the Banks 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
ROIFLFVVEVIDIII
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