TIDMCPG
RNS Number : 4029N
Compass Group PLC
19 May 2020
Compass Group PLC LEI: 2138008M6MH9OZ6U2T68
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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 IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Compass Group PLC Press Release
19 May 2020
Results of Placing
Compass Group PLC ("Compass" or the "Company" or the "Group")
announces the successful pricing of the non-pre-emptive placing
(the "Placing") of new ordinary shares of 11 1/20 pence each in the
capital of the Company ("Ordinary Shares") announced earlier
today.
A total of 195,012,686 new Ordinary Shares in the capital of the
Company (the "Placing Shares") have been placed by Goldman Sachs
International ("Goldman Sachs"), Morgan Stanley & Co.
International plc ("Morgan Stanley"), Barclays Bank PLC
("Barclays") and Merrill Lynch International ("BofA Securities") at
a price of 1,025 pence per Placing Share (the "Placing Price").
Goldman Sachs, Morgan Stanley and Barclays are acting as joint
global co-ordinators and joint bookrunners (the "Joint Global
Co-ordinators") and BofA Securities is acting as joint bookrunner
(together with Goldman Sachs, Morgan Stanley and Barclays, the
"Joint Bookrunners" or the "Banks"). Morgan Stanley, Barclays and
BofA Securities are also Compass' Corporate Brokers.
Concurrently with the Placing, directors and members of the
senior management team of the Company have subscribed (the
"Subscription") for an aggregate of 109,266 new Ordinary Shares in
the capital of the Company (the "Subscription Shares"), at the
Placing Price, pursuant to subscription letters entered into by
such directors and members of the senior management team. In
addition, retail and other investors have subscribed in the offer
made by the Company via the PrimaryBid platform for a total of
545,400 new Ordinary Shares in the capital of the Company (the
"Retail Shares") at the Placing Price (the "Retail Offer").
The Placing, Subscription and Retail Offer in aggregate
comprised 195,667,352 new Ordinary Shares, which will raise gross
proceeds of approximately GBP2.0bn. The Placing Price of 1,025
pence represents a discount of 3.3 per cent to the middle market
price at the time at which the Company and the Joint Global Co --
ordinators agreed the Placing Price. The Placing Shares, the
Subscription Shares and the Retail Shares being issued together
represent approximately 12.3% per cent of the existing issued
ordinary share capital of Compass prior to the Placing,
Subscription and Retail Offer.
Compass consulted with a number of its major shareholders prior
to the Placing and has respected the principles of pre-emption
through the allocation process. The Company is pleased by the
strong support it has received from new and existing shareholders,
including a number of its existing retail shareholders via the
Retail Offer.
Applications have been made to the Financial Conduct Authority
(the " FCA ") and London Stock Exchange plc (the " LSE ")
respectively for the admission of the Placing Shares, the
Subscription Shares and the Retail 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 LSE (together, " Admission ").
It is expected that Admission will become effective on or before
8.00 a.m. on 21 May 2020. The Placing and the Subscription are each
conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement not being terminated in
accordance with its terms. The Retail Offer is also conditional
upon Admission becoming effective and upon the placing agreement
not being terminated in accordance with its terms.
The Placing Shares, the Subscription Shares and the Retail
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares of 11 1/20 pence in the capital of Compass,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Following Admission, the total number of shares in issue in
Compass will be 1,785,403,977. Compass currently holds 1,548,841
Ordinary Shares as treasury shares which do not carry voting
rights, and, therefore, following Admission, the total number of
voting shares in Compass in issue will be 1,783,855,136.
The following Directors and others persons discharging
managerial responsibilities ("PDMR") and / or persons closely
associated ("PCA") with them, as well as Clare Hunt and Federico
Tonetti (who are members of the Executive Committee of the
Company), have subscribed for a total of 109,266 Subscription
Shares, at the Placing Price, as follows:
Number of Subscription
Name Shares subscribed
Alison Yapp 2,439
Anne-Francoise Nesmes 9,756
Carol Arrowsmith 2,439
Clare Hunt 2,439
Dominic Blakemore 29,268
Federico Tonetti 975
Gary Green 9,756
James Meaney 2,439
John Bason 4,878
John Bryant 9,756
Karen Witts 9,756
Mark Van Dyck 2,439
Nelson Silva 2,439
Paul Walsh 4,878
Robin Mills 2,439
Sandra Moura 975
Sapna Sood 2,439
Sarah Morris 2,439
Stefan Bomhard 4,878
Venkie Shantaram 2,439
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is being
released on behalf of Compass Group PLC by Alison Yapp, Group
General Counsel and Company Secretary.
Enquiries
Sandra Moura, Simon Bielecki & Agatha
Investors Donnelly, Compass +44 (0) 1932 573000
Tim Danaher & Fiona Micallef-Eynaud,
Press Brunswick +44 (0) 207 404 5959
Website www.compass-group.com
Goldman Sachs (Joint Global
Co-ordinator and Joint Bookrunner)
Anthony Gutman
Charlie Lytle
Jose Barreto +44 (0)20 7774 1000
Morgan Stanley (Joint Global
Co-ordinator, Joint Bookrunner
and Corporate Broker)
Paul Baker
Martin Thorneycroft
Melissa Godoy +44 (0)20 7425 8000
Barclays (Joint Global Co-ordinator,
Joint Bookrunner and Corporate
Broker)
Mark Astaire
Chris Madderson
Tom Macdonald +44 (0) 20 7623 2323
BofA Securities (Joint Bookrunner
and Corporate Broker)
Peter Luck +44(0) 20 7628 1000
Note to Editors
a) Compass Group PLC is the world's leading food service
company, which generated annual revenues of GBP25.2 billion in the
year to 30 September 2019. It operates in around 45 countries,
employs and engages over 600,000 people and serves over 5.5 billion
meals a year. The Group specialises in providing food and a range
of support services across the core sectors of Business &
Industry, Healthcare & Seniors, Education, Sports & Leisure
and Defence, Offshore & Remote, with an established brand
portfolio.
b) A copy of this release, together with all other recent
announcements and presentations can be found on
Compass Group's website at www.compass-group.com .
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
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 any of
the Banks or by any of their respective 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.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and
may only be communicated to (a) in the European Economic Area
("EEA"), persons who are "qualified investors" within the meaning
of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom,
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 (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, any of
the Banks or any of their respective affiliates, 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 each of the Banks to inform themselves
about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, 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,
JAPAN OR JERSEY 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, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 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 except 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 securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
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 securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein 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 securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein 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 securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
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,
the macroeconomic and other impacts of COVID-19, 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, readers
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 the Banks 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, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules, the rules of the London
Stock Exchange or the FCA. 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.
Each of the Banks are authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the Financial Conduct Authority. Each of
the Banks 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. None of the Banks
will 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 the Banks 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.
In connection with the Placing, each of the Banks and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, each
of the Banks and any of their affiliates acting in such capacity.
In addition, each of the Banks and any of their affiliates may
enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which
each of the Banks and any of their respective affiliates may from
time to time acquire, hold or dispose of shares. The Banks do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Each of the Banks and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
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. 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 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
ROIDKLFFBELFBBE
(END) Dow Jones Newswires
May 19, 2020 13:20 ET (17:20 GMT)
Compass (LSE:CPG)
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De Mar 2024 a Abr 2024
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