TIDMCMH
RNS Number : 3872A
Chamberlin PLC
02 February 2022
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CHAMBERLIN PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
2 February 2022
Chamberlin plc
("Chamberlin", the "Company" or the "Group")
Proposed Placing and Subscription to raise GBP1.8 million
and
Notice of General Meeting
Chamberlin plc (AIM: CMH.L), the specialist castings and
engineering group, is pleased to announce that it has conditionally
raised GBP1.8 million (before expenses), pursuant to a placing of
30,133,333 new Ordinary Shares of 0.1p each (the "Placing Shares")
at a placing price of 5 pence per share (the "Placing Price") with
institutional and other investors (the "Placing") and a
subscription for 5,866,667 new Ordinary Shares (the "Subscription
Shares") at the Placing Price by Trevor Brown, Executive Director
(the "Subscription"), (the Subscription Shares together with the
Placing Shares, the "New Ordinary Shares" and the Subscription and
the Placing, together, the "Fundraising").
Cenkos Securities plc ("Cenkos Securities") and Peterhouse
Capital Limited ("Peterhouse") acted as joint bookrunners to the
Placing ("Joint Bookrunners").
The Placing Price represents a discount of 31 per cent. to the
closing mid-market price of 7.25 pence per Ordinary Share on 1
February 2022 (being the last practicable date before the release
of this announcement).
The Company will today be posting a circular to Shareholders
("Circular") detailing the Placing and Subscription and convening a
general meeting ("General Meeting") at which certain resolutions to
enable the Fundraising to proceed will be proposed ("Resolutions").
The General Meeting will be held at 10.00 a.m. on 18 February 2022
at the Company's offices at Chuckery Road, Walsall, West Midlands
WS1 2DU (pre-registration will be required for Shareholders to
attend). The Circular will be available to view on the Company's
website shortly at
https://www.chamberlin.co.uk/investors/shareholder-information/shareholder-circulars
. Capitalised terms in this announcement shall have the same
meaning as in the Circular.
The Fundraising is conditional, inter alia, upon Shareholders
approving the Resolutions at the General Meeting that will grant to
the Directors the authority to allot the New Ordinary Shares and
the power to disapply statutory pre-emption rights in respect of
such allotment of the New Ordinary Shares.
As announced on 16 September 2021, the Company commenced a
review of the use of its substantial property assets with the
objective of strengthening the balance sheet and improving
operational and investment returns from Group resources. This
review continues and the Board remains focused on ensuring that the
Group has the necessary resources to deliver on its growth
strategy.
The additional funds from the Placing and Subscription are
expected to enable the Company to execute its strategy and will
strengthen the Company's balance sheet, giving it more flexibility
to manage and achieve its optimum financial position.
If the Placing and Subscription do not proceed, it will not be
possible to pursue the Company's strategy and the Board would be
required to consider alternative options for the Company in the
context of very limited resources.
The Placing and Subscription requires authority to be granted to
the Directors to allot the New Ordinary Shares and the power to
disapply statutory pre-emption rights in respect of such allotment
of New Ordinary Shares. Consequently, unless the Resolutions are
passed by Shareholders at the General Meeting, the Placing and
Subscription will not be able to complete.
1. Background to the Company and Current Trading
The Group is an established foundry and engineering group
operating across three subsidiaries:
Chamberlin & Hill Castings Ltd - Casting Facility and
Machining Facility
Chamberlin & Hill Castings Ltd, based in Walsall, comprises
a cast iron foundry that has been trading for over 130 years,
complemented by a highly technologically advanced automated CNC
machining facility. The division's products are supplied to a range
of sectors such as automotive, construction, general engineering,
fitness, cookware, highways, heating and hydraulics.
Until recently, the division was a major Tier 1 and Tier 2
supplier to the automotive sector, focusing primarily on the
European turbocharger market. On 16 December 2020, the Company
announced that it had received notice from its major customer,
BorgWarner Turbo Systems Worldwide Headquarters GmbH
("BorgWarner"), of its intention to cancel all contracts with
effect from 22 January 2021. This arose from a strategic decision
by BorgWarner to rationalise a number of UK and European supply
chain partners and to source its products from the Far East. In
addition, the COVID-19 pandemic has presented global challenges to
trading conditions, including escalating raw material costs, supply
chain shortages and a slowdown in the automotive industry due to
widely publicised electronic control unit (ECU) availability. In
the short-term, the management team have responded by reducing
costs, improving efficiencies, and optimising pricing to improve
margins and restore sustainable profitability. As a consequence,
Chamberlin had a difficult period financially for the 14 months
ended 31 May 2021 ("FY21") and took the decision to change its
year-end to May to allow the Group to complete its restructuring
programme and to trade under the revised cost and organisation
structure from 1 June 2021. The Group recorded a disappointing
GBP10.4 million loss before tax in FY21 after significant one-off
losses of GBP7.2 million almost entirely due to the loss of the
BorgWarner contracts which were mainly non-cash.
In order to address these challenges, the Board has embarked
upon a clear and focused strategy to adapt to these changing
conditions by directing resources to new product lines in order to
reduce reliance on the automotive industry. The Board's aim over
the medium term remains to replace the majority of the Group's
traditional, low margin contract-based production, with much higher
margin, premium consumer products in markets with a strong
opportunity for growth and where the Group can innovate, control
distribution and sales to effect real and sustainable growth in
revenue and profits. H1 FY2022 operational performance
significantly improved compared to the prior year period with the
Group delivering revenue of GBP8.0 million (H1 FY2021: GBP11.0
million) and a profit after tax of GBP0.1 million (H1 FY2021:
GBP0.7 million loss) for the first time in five years.
The Board is now confident it has the platform from which to
take the business to the next level. The initial product ranges at
Chamberlin & Hill Castings have been launched under new
E-commerce brands, Iron Foundry Weights ("IFW") and Emba cookware,
and both have a pipeline of new products under development at the
design or prototype stage. The product ranges at IFW and Emba are
sustainably produced from 100 per cent. recycled materials. The
Group is seeking to utilise capacity at its advanced machining
facility by manufacturing the Company's non-cast iron fitness
products whilst also targeting potential new customers in the
medical technology sector. The Group have seen an increasing number
of opportunities arising from companies re-shoring manufacturing to
the UK from overseas. With the Group having one of only 5 DISAMATIC
automated moulding foundries in the UK capable of producing high
volume, globally competitive cast iron products, the Board is
confident that the Group has the capacity, in-house design and
engineering expertise and reputation for high-quality products, to
enable the business to grow revenues and profit over the medium
term.
In Chamberlin & Hill Casting's traditional engineering
markets, uncertainty continued throughout Q4 2021 regarding the
global availability of micro-chips for the automotive sector.
Despite signs of strong consumer demand for new cars, the pace of
the recovery in volumes to pre-COVID-19 pandemic levels cannot be
estimated with any degree of certainty. Although the Group's
existing high-volume programmes are subject to factors outside of
its control, the Group's reputation for quality and delivery has
ensured that it continues to be nominated for prestigious
low-volume programmes at attractive margins. In the UK construction
sector, the Group continues to improve its order book by remaining
competitive on price and providing a reliable, quality UK based
solution to supply chain disruptions. The CNC machining division of
Chamberlin & Hill Castings has taken some important steps
towards re-building its customer base and backfilling idle
capacity. The appointment of two new members to the commercial team
and the recent nomination for a second diesel generator component
programme give the management team confidence in a robust recovery.
In a further development that enables the Company to continue to
transition away from its legacy issues, the
Company confirms that it signed a settlement agreement with
BorgWarner (and affiliates) in full and final settlement of all
claims in relation to the early termination of contracts in
December 2020 under which the Company has now received a payment of
EUR200,000.
Russell Ductile Castings Ltd
Russell Ductile Castings Ltd ("RDC"), the Group's Scunthorpe
based foundry, produces specialised castings in a variety of iron
types and grades, ranging from 10kg - 7,000kg and steel castings
from 10kg - 1,000kg used in various industrial applications
including power generation, oil & gas pumps and valves, steel
production, railways and construction. In addition, the division
produces specialist complex castings for components such as gas
turbine components, suspension system castings and furnace oven
doors. The Directors believe that RDC has a strong technical
capability and a reputation for quality and delivery.
RDC has key clients across a diverse range of markets such as
waste, power, energy and steel manufacture include: Siemens
Industrial Turbomachinery, IESA (British Steel), Saint Gobain,
Carnaud Metalbox, Johnson Matthey and Ham Baker Group.
Petrel Ltd
Petrel Ltd is the Group's hazardous area-light manufacturer and
distributor with customers being supplied with ATEX approved
products throughout the UK, EU and International markets in key
sectors including oil & gas, petrochemical, marine and defence.
The Group is looking to upgrade its current product range whilst
developing additional product lines driven by continued demand for
the switch to LED lighting and new technologies.
Key clients include SA Equipment, Edmundsens Electrical, City
Electrical Factors, BAE Systems, Dron & Dickson, Rexel UK and
Babcock.
2. Background and Reasons for the Fundraising and Use of Proceeds
Chamberlin & Hill Castings Ltd - Casting Facility and
Machining Facility ("CHC")
The IFW weights brand was launched in May 2021 and significant
interest has been generated in the product range from a number of
well-respected fitness industry market participants. Although IFW
was initially successful from direct selling to the consumer, the
Board believe that more lucrative opportunities will derive from
partnerships or commercial arrangements with established businesses
in the fitness industry, where the Group can offer high-quality,
bespoke UK made products that have a significantly reduced carbon
footprint compared to products imported from overseas. Chamberlin
has the existing capability to not only design and manufacture cast
iron fitness products but is also actively investing in repurposing
its state-of-the-art machining facility to be able to produce its
new range of steel precision machined "indestructible" dumbbells,
with its unique "Shrink-Fit" assembly technology. The UK market for
gym equipment is leading demand in Europe and examples of companies
experiencing significant growth in this market are Primal Strength,
Rogue Fitness and Watson Gym Equipment. The global gym equipment
market is predicted to grow at 11% CAGR between 2021 and 2027.
Current sales of global strength training equipment are estimated
at $4 billion (30% Europe) (Source: gminsights.com).
The launch of the Group's Emba cookware range at the BBC Good
Food Show at the end of November 2021 was particularly well
received by consumers, who provided positive validation of both the
quality of the Emba products and the potential level of interest in
premium, UK made cast iron cookware. With the initial product range
launched and direct access to the products available through the
Group's Emba cookware website (embacookware.co.uk) as well as via
Amazon, the Group is now embarking on more penetrative marketing
strategies for sales direct to consumers, together with targeted
marketing to businesses. The Directors believe that Chamberlin has
a compelling opportunity in the growing UK cast iron cookware
market to acquire market share as the sole UK based foundry
manufacturer and distributor of many of these products. With the
in-house capability to design, manufacture and distribute new
products into a global marketplace, the Board firmly believe that
further development and investment in Emba cookware will position
the brand to be a material contributor to growth over the coming
months and years. In 2020, the UK cookware market was estimated at
GBP940 million and examples of companies experiencing significant
growth in this market are Pro-Cook, Lodge Cast Iron, Finex and Le
Creuset. Current sales of cast iron cookware are estimated at $2.6
billion globally and the cast iron cookware market is predicted to
grow at 3.2% CAGR between 2020 and 2027 (Source:
Researchandmarkets.com).
With the net proceeds of the Fundraising detailed below, the
Company is seeking to design, tool and bring to market a number of
new IFW and Emba cookware direct-to-consumer products in 2022 which
requires the installation of certain new plant and equipment at
CHC. In addition, the Group will strengthen its sales resources in
its commercial team, in particular at CHC's advance machining
facility, in order to attempt to penetrate the medical
device/precision implant market and open new routes to market via
remanufacturing services and aftermarket product design/production.
The Group will also increase targeted advertising, PR, dedicated
social media and digital marketing in line with its growth
strategy.
Russell Ductile Castings Ltd
RDC has enjoyed a particularly successful 12-18 months, driven
by a burgeoning order book and growing pipeline of opportunities.
The main driver for this success has been a combination of reduced
competition in the UK as a number of competitor foundries have been
forced out of business and, more recently, an increasing desire
from UK customers to source products from the UK rather than
overseas due to the often prohibitive transportation costs,
excessive lead times and the impact on the global environment. This
market shift has resulted in substantial orders from new customers
in recent months, including the recently announced GBP0.8 million
contract for a London infrastructure project, and the division is
currently operating with a full order book providing optimism for
H2 FY2022. The Board are seeking to take advantage of this current
set of circumstances by embarking on a programme to expand both the
production capacity by 30-40 per cent. and the types of product
that can be manufactured at RDC's facilities to exploit new growth
opportunities, including in the offshore and green energy
generation markets. Building on RDC's recent successes is a key
priority for the Board and includes actively exploring strategic
opportunities to design and manufacture its own products and expand
into new markets outside of the UK.
With the net proceeds of the Fundraising detailed below, the
Company is seeking to design, tool and bring to market a
direct-to-end-user product range, initially focusing on the tidal
and offshore wind power markets, as well as increasing foundry
production capacity. The proceeds of the Fundraising will also
enable the Group to develop and upgrade RDC's sand system to enable
the production of a more diverse range of casting materials and to
increase RDC's commercial resources to further penetrate the
rapidly growing renewable energy market and develop access to the
EU market.
Petrel Ltd
Petrel has also continued to go from strength to strength in the
last 12 months. Orders have recovered from the COVID-19 induced low
in the first half of 2020, with significant new orders secured,
particularly in the defence and shipping sectors. Management have
quickly identified a market shift towards the online distribution
of its products and in recent months has developed significant
commercial agreements with key online market participants that will
enable Petrel to maintain its revenue growth potential. A further
example of Petrel's ability to respond to market needs was the
launch in October 2021 of a new portable product hire service.
Petrel delivered a strong operating result in H2 FY2021 which has
continued into the current financial year. Petrel has developed a
pipeline of new and innovative products that can be brought to
market swiftly and potentially move Petrel into a market leading
position. Management are also investigating the provision of
additional services (such as warranty, inspection and service) to
its customers that have a significant installed base of Petrel
products. In addition, management continue to review and update
Petrel's existing product range through in-house design and
manufacture of new products as new technology evolves.
With the net proceeds of the Fundraising detailed below, the
Company is seeking to both develop and launch a new range of
products and to upgrade Petrel's existing products in order to
increase market share and to defend its market position against
competitors. In addition, the Group will seek to exploit
opportunities with Petrel's legacy installed product base through
the upgrade of obsolete fluorescent lighting to LED lighting whilst
also seeking expansion into the harsh environment, export, rail and
marine markets.
The Group has conditionally raised gross proceeds of GBP1.8
million by way of the Placing and the Subscription and expects to
deploy the net proceeds (as described above) as follows:
-- 50 per cent. to fund investment in strategic growth
initiatives and capacity expansion; and
-- 50 per cent. to strengthen the balance sheet and provide the
Group with additional working capital.
4. Details of the Placing and Subscription
The Company has conditionally raised GBP1.8 million (before
expenses), pursuant to a placing of 30,133,333 Placing Shares at
the Placing Price with institutional and other investors and a
subscription for 5,866,667 Subscription Shares at the Placing Price
by Trevor Brown, Executive Director (the "Fundraising").
The Placing has not been underwritten and is conditional, inter
alia, upon:
a) the placing agreement between the Company, Cenkos and
Peterhouse (the "Placing Agreement") becoming unconditional in all
respects other than admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM Rules for
Companies ("Admission") and not having been terminated in
accordance with its terms;
b) the passing of the Resolutions at the General Meeting; and
c) Admission of the Placing Shares occurring by not later than
8.00 a.m. on 21 February 2022 (or such later time and/or date as
the Company, Cenkos and Peterhouse may agree, not being later than
8.00 a.m. on 14 March 2022).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of being waived), the Placing will not
proceed, the Placing Shares will not be issued and all monies
received by Cenkos and Peterhouse will be returned to the
applicants (at the applicants' risk and without interest) as soon
as possible thereafter.
Under the terms of the Placing Agreement, each of Cenkos and
Peterhouse has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing Agreement contains certain warranties and indemnities from
the Company in favour of Cenkos and Peterhouse and either Cenkos or
Peterhouse may terminate the Placing Agreement in certain customary
circumstances.
Together, the total number of New Ordinary Shares to be issued
pursuant to the Placing and Subscription, being 36,000,000 New
Ordinary Shares, represent approximately 51.71 per cent. of the
Existing Ordinary Shares.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Articles and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the New Ordinary Shares, and will on
issue be free of all claims, liens, charges, encumbrances and
equities.
Application will be made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. Assuming
the Resolutions are passed, it is expected that Admission will
occur on or around 8.00 a.m. on 21 February 2022 (or such later
time and/or date as Cenkos and Peterhouse may agree with the
Company, being not later than 8.00 a.m. on 14 March 2022).
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 105,624,792 with each
Ordinary Share carrying the right to one vote. There are no
Ordinary Shares held in treasury and therefore the total number of
voting rights in the Company is 105,624,792. The above figure may
be used by shareholders in the Company 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
share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
5. Directors' Participation and Related Party Transaction
As at the date of this announcement, Trevor Brown holds
20,833,333 Ordinary Shares representing 29.9 per cent. of the
Company's issued share capital and, following Admission, will hold
26,700,000 Ordinary Shares representing 25.28 per cent. of the
Enlarged Share Capital.
In addition, BW Family Limited, a person closely associated with
Keith Butler-Wheelhouse, Chairman, has agreed to subscribe for
436,121 Placing Shares at the Placing Price. Following Admission,
Keith Butler-Wheelhouse will beneficially hold 1,056,248 Ordinary
Shares representing 1.00 per cent. of the Enlarged Share
Capital.
The Subscription by Trevor Brown, as a substantial shareholder
(as defined in the AIM Rules for Companies) and the participation
in the Placing by Keith Butler-Wheelhouse in the Placing
constitutes a related party transaction pursuant to AIM Rule 13.
The Directors (other than Trevor Brown and Keith
Butler-Wheelhouse), having consulted with the Company's nominated
adviser, Cenkos Securities, believe that the participation in the
Fundraising by Trevor Brown and Keith Butler-Wheelhouse is fair and
reasonable insofar as Shareholders are concerned.
This Announcement is released by Chamberlin plc and contains
inside information for the purposes of Article 7 of MAR, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation, the person responsible for arranging for the release of
this Announcement on behalf of the Company is Kevin Price, Chief
Executive Officer.
Enquiries:
Chamberlin plc T: 01922 707100
Kevin Price, Chief Executive Officer
Alan Tomlinson, Finance Director
Cenkos Securities plc (Nominated Adviser T: 020 7397 8900
and Joint Broker)
Katy Birkin
Stephen Keys
Peterhouse Capital Limited (Joint Broker) T: 020 7469 0930
Lucy Williams
Duncan Vasey
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Trevor Brown
---------------------------------------- ---------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Executive Director
---------------------------------------- ---------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- ---------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Chamberlin plc
---------------------------------------- ---------------------------------
b) LEI 213800OS2SK73PPFO761
---------------------------------------- ---------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 0.1p each
instrument, type of instrument
---------------------------------------- ---------------------------------
Identification code GB0001870228
---------------------------------------- ---------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
pursuant to the Subscription
---------------------------------------- ---------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ---------------- ---------------
GBP0.05 5,866,667
-------------------------------------------------------------- ---------------
d) Aggregated information N/A (single transaction)
---------------------------------------- ---------------------------------
Aggregated volume N/A (single transaction)
---------------------------------------- --------------------------------------
Price N/A (single transaction)
---------------------------------------- --------------------------------------
e) Date of the transaction 2 February 2022
---------------------------------------- ---------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- ---------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name BW Family Limited, a PCA of
Keith Butler-Wheelhouse
---------------------------------------- --------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status PCA of Chairman
---------------------------------------- --------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- --------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Chamberlin plc
---------------------------------------- --------------------------------
b) LEI 213800OS2SK73PPFO761
---------------------------------------- --------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 0.1p each
instrument, type of instrument
---------------------------------------- --------------------------------
Identification code GB0001870228
---------------------------------------- --------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
pursuant to the Placing
---------------------------------------- --------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- --------------- ---------------
GBP0.05 436,121
------------------------------------------------------------- ---------------
d) Aggregated information N/A (single transaction)
---------------------------------------- --------------------------------
Aggregated volume N/A (single transaction)
---------------------------------------- -------------------------------------
Price N/A (single transaction)
---------------------------------------- -------------------------------------
e) Date of the transaction 2 February 2022
---------------------------------------- --------------------------------
f) Place of the transaction AIMX
---------------------------------------- --------------------------------
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan, New
Zealand or 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. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable 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 other jurisdiction of the United States.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants or, in the case of
each of the Joint Bookrunners , persons connected with them as
defined in the Financial Services and Markets Act 2000, as amended
("FSMA") (together, "Affiliates") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
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 require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by the Joint Bookrunners, or by any of their respective
Affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
None of the information in this Announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective Affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Joint Bookrunners or any of their
Affiliates whatsoever for the contents of the information contained
in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for any other statement made or purported to be made by or on
behalf of either of the Joint Bookrunners or any of their
respective Affiliates in connection with the Company, the Placing
Shares or the Placing 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 or from any acts or omissions of the Company in
relation to the Placing. The Joint Bookrunners and their respective
Affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by either
of the Joint Bookrunners or any of their respective Affiliates as
to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company and
no-one else in connection with the Placing and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Cenkos Securities is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities or for
providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Peterhouse Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting solely for the Company and
no-one else in connection with the Placing and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Peterhouse is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Peterhouse or for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "may",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company, the
Joint Bookrunners and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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 does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
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.
Recipients of this Announcement 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. Any
indication in this Announcement of the price at which the Ordinary
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. The price and value of securities
can go down as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing 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, the Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their respective affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. Neither of the Joint
Bookrunners intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Each prospective placee has been offered Placing Shares at the
Placing Price and the Placing Shares have been conditionally
subscribed by such placees pursuant to irrevocable placing letters
issued by the Joint Bookrunners.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in COBS 3.4.1R of the Conduct of Business Sourcebook in the
FCA Handbook ("COBS") , (b) investors who meet the criteria of
professional clients as defined in COBS 3.5.1R of COBS and (c)
eligible counterparties as defined in COBS 3.6.1R of COBS; and (ii)
eligible for distribution through all distribution channels as are
permitted by the UK Product Governance Rules (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK
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 UK 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 UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; 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.
EU Product Governance Requirements
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 the Placing Shares are: (i) compatible
with an end target market of retail clients 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
"EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU 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 EU 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFLFLTFEILIIF
(END) Dow Jones Newswires
February 02, 2022 01:59 ET (06:59 GMT)
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