TIDMSAGA
RNS Number : 6591Y
SAGA PLC
10 September 2020
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW
OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR
OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 September 2020
Saga plc
Results of Conditional Placing
Saga plc (the "Company") announced on 10 September 2020 the
details of a proposed Placing and Open Offer. The Company has now
successfully completed the bookbuild process for the Conditional
Placing and, subject to the conditions below, has raised gross
proceeds of approximately GBP74.8 million.
Capitalised terms not otherwise defined in this announcement
have the meanings given in the Company's announcement of the launch
of the proposed approximately GBP150 million Capital Raising on 10
September 2020.
Pursuant to the Placing and Open Offer, the Joint Bookrunners
have conditionally placed 623,335,182 New Shares at a price of 12
pence per New Share (the "Offer Price") with certain Shareholders,
Sir Roger De Haan (in addition to his allocations under the Firm
Placing) and institutional investors. The commitments of these
Placees are subject to clawback in respect of valid applications
for New Shares by Qualifying Shareholders pursuant to the Open
Offer. The New Shares conditionally placed with investors other
than Sir Roger De Haan will be clawed back on a pro rata basis
first and only when these New Shares have been clawed back in full
will the New Shares conditionally placed to Sir Roger De Haan be
clawed back. Pursuant to the Second Firm Placing, Sir Roger De Haan
will subscribe for 124,183,026 New Shares at the Offer Price in
accordance with the Subscription Agreement. The New Shares will
represent approximately 29.8 per cent. of the Company's issued
share capital following Admission. Depending on the extent of
clawback, Sir Roger De Haan's shareholding in the Company following
completion of the Capital Raising will be between approximately
16.6 per cent. and 26.4 per cent.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to apply for New Shares at the Offer Price,
on and subject to the terms and conditions of the Open Offer, pro
rata to their holdings of Existing Shares on the Record Date, on
the following basis:
5 New Shares for every 9 Existing Shares
Conditional Placees who are existing Shareholders of the Company
may elect to have all or part of their Conditional Placing
participation reduced by up to the number of New Shares which they
have validly applied and paid for under the Open Offer. Fractions
of New Shares will not be allotted and each Qualifying
Shareholder's entitlement under the Open Offer will be rounded down
to the nearest whole number.
Further information will be set out in the Prospectus relating
to the Capital Raising expected to be published by the Company
tomorrow. Shareholders should read the Prospectus in full before
making any application for New Shares pursuant to the Open
Offer.
The Placing and Open Offer is conditional on, among other
things:
-- the Resolutions being passed by Shareholders at the General Meeting;
-- Admission becoming effective by not later than 8.00 a.m. on 5
October 2020 (or such later time or date as the Joint Global
Coordinators and the Company may agree);
-- the Placing and Open Offer Agreement becoming unconditional; and
-- the Subscription Agreement becoming unconditional.
Accordingly, if any such conditions are not satisfied, or, if
applicable waived, the Placing and Open Offer will not proceed.
The necessary shareholder approvals for the Placing and Open
Offer and the Capital Raising will be sought at the General Meeting
to be held at 10.30 a.m. on 2 October 2020, the full details of
which will be set out in the Notice of General Meeting that will be
contained in the Prospectus to be published by Saga in connection
with the Capital Raising.
Applications will be made for the New Shares to be admitted to
listing on the premium segment of the Official List and to trading
on the London Stock Exchange's main market for listed securities.
It is expected that Admission of the New Shares will become
effective and dealings in the New Shares will commence at 8.00 a.m.
on 5 October 2020 (whereupon an announcement will be made by the
Company to a Regulatory Information Service).
New Shares issued in uncertificated form are expected to be
credited to CREST accounts at 8.00 a.m. on 5 October 2020, and
definitive share certificates for the New Shares issued in
certificated form are expected to be despatched by post, at the
applicant's risk, on or around 23 October 2020.
The Enlarged Share Capital of the Company immediately following
Admission will be 2,093,921,536 Ordinary Shares in aggregate. This
figure may be used by Shareholders (and others with notification
obligations) 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.
Setanta Asset Management Limited (acting on behalf of its
clients) ("Setanta") is a substantial shareholder for the purposes
of Chapter 11 of the Listing Rules. Setanta is therefore considered
to be a related party for the purposes of Chapter 11 of the Listing
Rules. Setanta has conditionally subscribed for 68,291,666 New
Shares under the Conditional Placing, equating to GBP8,195,000,
subject to clawback by Qualifying Shareholders to satisfy valid
applications under the Open Offer. Under Listing Rule 11.1.10R, the
participation in the Placing by Setanta constitutes a "smaller"
related party transaction and as such does not require the approval
of independent ordinary shareholders of the Company. As the
transaction falls within Listing Rule 11.1.10R (smaller related
party transactions), this announcement is made in accordance with
Listing Rule 11.1.10R(2)(c).
For further information, please contact:
Saga plc Mark Watkins
Investor Relations Tel: +44 (0) 203
846 5113
Sponsor, Joint Global Coordinator and Joint
Bookrunner to Saga
J.P. Morgan Cazenove Edward Squire, James Tel: +44 (0) 207
A. Kelly, Andrew Stockdale 742 4000
Joint Global Coordinator and Joint Bookrunner
to Saga
Numis Charles Farquhar, Tel: + 44(0) 20
Stephen Westgate, 7260 1000
Jamie Loughborough
Joint Bookrunner to Saga
HSBC Anthony Parsons, Richard Tel: +44 (0) 20
Fagan, Graeme Lewis 7991 8888
Financial Adviser to Sir Roger De Haan
Greenhill David Wyles, Dean Tel: +44 (0) 20
Rodrigues 7198 7449
Media Enquiries
Headland Consultancy Susanna Voyle, Henry Tel: +44 (0) 203
Wallers, Sophie O'Donoghue 805 4822
The person responsible for making this Announcement on behalf of
the Company is Mark Watkins, director of Investor Relations and
Corporate Finance.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus or prospectus equivalent but an advertisement and
investors should not subscribe for, or otherwise purchase, acquire,
sell or dispose of any of the securities referred to in this
announcement except on the basis of the information contained in
the combined prospectus and circular to be published by the Company
in connection with the Capital Raising (the "Prospectus") in due
course. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. A copy of the Prospectus, when published, will be
available on the Company's website, provided that the Prospectus
will not, subject to certain exceptions, be available to certain
Shareholders in certain restricted or excluded territories. The
Prospectus will give further details of the Capital Raising.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities of the Company (the "Securities"), or the solicitation
of any vote or approval in, the United States (including its
territories and possessions, any state of the United States and the
District of Columbia) (the "United States" or "US") or in any other
jurisdiction, pursuant to this announcement or otherwise. Any
offer, if made, will be made solely by certain offer documentation
which will contain the full terms and conditions of any offer,
including details of how it may be accepted. The distribution of
this announcement in jurisdictions other than the UK and the
availability of any offer to Shareholders of Saga who are not
resident in the UK may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws
of any jurisdiction other than the UK or Shareholders of Saga who
are not resident in the UK will need to inform themselves about and
observe any applicable requirements.
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 or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
jurisdiction of the United States. There will be no public offering
of Securities in the United States and there is no intention to
register any portion of any offering in the United States.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) ("JPM") is authorised by
the Prudential Regulatory Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the Financial Conduct Authority
(the "FCA"). Numis Securities Limited ("Numis") is authorised and
regulated in the United Kingdom by the FCA. HSBC Bank plc ("HSBC",
and together with JPM and Numis, the "Joint Bookrunners") is
authorised by the PRA and regulated in the United Kingdom by the
PRA and FCA. The Joint Bookrunners are acting exclusively for the
Company and no one else in connection with the Capital Raising and
the matters referred to herein and will not regard any other person
as a client in relation to the Capital Raising and the matters
referred to herein and will not be responsible to anyone other than
the Company for providing the protections afforded to their clients
or for providing advice in relation to the Capital Raising and the
matters referred to herein.
Greenhill & Co. International LLP ("Greenhill"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Sir Roger De Haan and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Sir Roger De Haan for providing the protections afforded
to its clients or affiliates, or for providing advice in relation
to any matter or arrangement referred to herein.
None of the Joint Bookrunners, nor Greenhill, nor any of their
respective affiliates (or any of their respective directors,
officers, employees or advisers) accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy, fairness, sufficiency or completeness of the information
or the opinions or beliefs contained in this announcement (or any
part hereof). None of the information in this announcement has been
independently verified or approved by the Joint Bookrunners, or
Greenhill, or any of their respective affiliates. The Joint
Bookrunners and each of their respective affiliates (and their
respective directors, officers, employees or advisers) accordingly
disclaim all and any liability, whether arising in tort, contract
or in respect of any statements or other information contained in
this announcement and no representation or warranty, express or
implied, is made by either a Joint Bookrunner or any of their
respective affiliates (or any of their respective directors,
officers, employees or advisers) as to the accuracy, completeness
or sufficiency of the information contained in this announcement.
Save in the case of fraud, no responsibility or liability is
accepted by the Joint Bookrunners or any of their respective
affiliates (or any of their respective directors, officers,
employees or advisers) for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this announcement or its contents or otherwise in
connection with this announcement. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
announcements must not be relied on as having been authorised by
the Company, the Joint Bookrunners or any of their respective
affiliates. Subject to the Listing Rules, the Prospectus Regulation
Rules, the Disclosure Guidance and Transparency Rules and MAR, the
issue of this announcement and any subsequent announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of the Group since the date of this
announcement or that the information contained in it is correct as
at any subsequent date.
This announcement contains "forward-looking statements", which
include statements other than statements of historical facts,
including, without limitation, those regarding the Company's
intentions, beliefs or current expectations concerning, among other
things, its future financial condition and performance and results
of operations; its strategy, plans, objectives, prospects, growth,
goals and targets; future developments in the industry and markets
in which the Company participates or is seeking to participate; and
anticipated regulatory changes in the industry and markets in which
the Company operates. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "aim", "anticipate", "believe",
"continue", "could", "estimate", "expect", "forecast", "guidance",
"intend", "may", "plan", "project", "should" or "will" or, in each
case, their negative, or other variations or comparable
terminology. By their nature, forward-looking statements are
subject to known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may
or may not occur in the future. Such forward-looking statements are
based on numerous assumptions, some of which are outside of the
Company's influence and/or control, regarding the Company's present
and future business strategies and the environment in which the
Company will operate in the future. Shareholders and potential
investors are cautioned that forward-looking statements are not
guarantees of future performance and that the Company's actual
financial condition, results of operations, cash flows and
distributions to Shareholders and the development of its financing
strategies, and the development of the industry in which it
operates, may differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations, cash flows and distributions to Shareholders and the
development of their financing strategies, and the development of
the industry in which they operate, are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. No statement in this
announcement is intended to be a profit forecast.
This announcement does not constitute a recommendation
concerning any Shareholder's or investor's options with respect to
the Placing and Open Offer. The price of shares 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.
In connection with the Capital Raising, the Joint Bookrunners
may release communications to the market as to the extent to which
the book is "covered". A communication that a transaction is, or
that the books are, "covered" refers to the position of the order
book at that time. It is not an assurance that the books will
remain covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
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.
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 New Shares have been subject to a product approval process,
which has determined that the New 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 New Shares may
decline and investors could lose all or part of their investment;
the New Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 Capital Raise. Furthermore,
it is noted that, notwithstanding the Target Market Assessment, the
Joint Bookrunners 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 New Shares. Each
distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Shares and determining appropriate
distribution channels.
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END
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September 10, 2020 09:33 ET (13:33 GMT)
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