TIDMCMH
RNS Number : 9995N
Chamberlin PLC
26 January 2023
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 (AS AMED) ("MAR").
26 January 2023
Chamberlin plc
("Chamberlin", the "Company" or the "Group")
Placing and Subscription
Chamberlin plc (AIM: CMH.L), the specialist castings and
engineering group, is pleased to announce that it has conditionally
raised approximately GBP550,000 (before expenses), pursuant to a
placing of 16,666,970 new Ordinary Shares of 0.1p each (the
"Placing Shares") at a placing price of 3.3 pence per share (the
"Placing Price") with existing institutional and other investors
(the "Placing"). Trevor Brown, Executive Director, has also
conditionally subscribed for 3,030,000 new Ordinary Shares (the
"Subscription Shares") at the Placing Price raising an additional
GBP100,000 (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") and Peterhouse Capital Limited
("Peterhouse") acted as joint bookrunners to the Placing ("Joint
Bookrunners").
The Placing Price represents a discount of 7.0 per cent. to the
closing mid-market price of 3.55 pence per Ordinary Share on 25
January 2023 (being the last practicable date before the release of
this Announcement).
The net proceeds from the Fundraising will provide working
capital to support the continued delivery of the Group's growth
strategy and strengthen the Group's balance sheet.
The Company has the authority to issue and allot the New
Ordinary Shares pursuant to certain existing shareholder
authorities granting such powers to the directors at the Company's
Annual General Meeting held on 30 November 2022.
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
George Lawson
Peterhouse Capital Limited (Joint Broker) T: 020 7469 0930
Lucy Williams
Duncan Vasey
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 (as amended), the person responsible for arranging for
the release of this Announcement on behalf of the Company is Kevin
Price, Chief Executive Officer.
1. Background and Reasons for the Fundraising and Use of Proceeds
Background and Reasons for the Fundraising
The Group continues to diversify away from its reliance on the
automotive sector and has undertaken an extensive restructuring
programme to align the cost base with revenue, invest in new
capacity and improve margins. The Group has demonstrated its
ability to deliver on its turnaround strategy, most notably
evidenced by:
-- Launching two new E-commerce brands, Iron Foundry Weights
("IFW"), and Emba, a cookware brand ("Emba");
-- Reporting a 79 per cent. increase in adjusted EBITDA, and a
full-year profit after tax for the 12 months ended 31 May 2022 ("FY
2022"), for the first time in five years;
-- Undertaking a GBP1.25 million sale and leaseback of the
foundry held by Russell Ductile Castings Ltd ("RDC") in May 2022
following a review of the use of its substantial property
assets;
-- Completing a capacity expansion project at RDC in November
2022 which increased RDC's ability to produce large castings over
three tons by 30 per cent; and
-- Protecting the Group from medium-term energy price increases
following the agreement of a 5-year fixed price for its electricity
in March 2020.
The Group is well positioned to continue its revenue growth and
is aiming to return to sustainable profitability in the financial
year to 31 May 2024 ("FY 2024"). The Board also continues to
evaluate further opportunities to strengthen the balance sheet,
including in relation to the Group's property assets.
Chamberlin & Hill Castings Ltd ("CHC")
Although the recovery in performance at CHC was slower than
anticipated in the first half of the financial year to 31 May 2023
("H1 2023") due to uneven demand in automotive volumes, as detailed
in the announcement on 30 November 2022, the Group has secured new
orders amounting to approximately GBP1.2 million within the
construction, cast iron radiator, power generation and commercial
vehicle markets demonstrating diversification away from the
automotive market. Despite this, underlying demand for turbocharger
components is recovering strongly from the downturn in the second
half of the financial year to 31 May 2022 ("H2 2022") and
conversion is more consistent.
In addition, new orders have been secured within CHC's machining
facility for an aggregated potential annualised revenue value of
approximately GBP0.85 million. The machining facility is now
running five out of six machines on single shift basis for the
first time in two years, expected to enable CHC to achieve further
revenue growth in FY 2024.
Finally, Emba's agreement to develop, market, and sell a jointly
branded cookware range with a well-established cookware company is
progressing well. The product range is currently in development and
is expected to be available for retail sale towards the end of
March 2023.
Consistent with the rest of the Group, CHC has undergone a
number of cost saving initiatives, and the Board believes the cost
base and margins are now the right size for CHC, with an
expectation that the subsidiary generates a modest profit as it
enters Q4 FY 2023.
Russell Ductile Castings Ltd ("RDC")
RDC delivered a record profit after tax in FY 2022 of GBP1.09
million and continued to perform well in H1 2023. Following the
increase in production capacity at the RDC foundry increasing RDC's
ability to produce large castings over three tons by around 30 per
cent., the business reported its best ever monthly revenue
performance in November 2022. The order book remained stable at
approximately GBP4 million in H1 FY 2023, and RDC secured a
significant order, expected to generate revenue of approximately
GBP0.6 million, within the renewable energy sector - a target
market for the Group's growth strategy. RDC now has the capacity,
enquiry pipeline and competitive market position to maintain its
revenue growth potential in FY 2023.
Petrel Ltd ("Petrel")
As announced on 30 November 2022, Petrel made a positive
contribution to the Group's results in H1 FY 2023. As well as
performing at a run rate consistent with FY 2022 and delivering an
operating profit averaging approximately 17 per cent. of revenue,
the order intake has remained elevated and includes a substantial
order in the defence sector.
Petrel's outlook is also positive; a new management team has
been implemented, and the subsidiary is also currently investing in
an upgrade to its manufacturing facility in Birmingham. These
initiatives are part of a wider strategy from the Group to
transform Petrel into the UK's leading independent manufacturer of
hazardous area lighting equipment.
Use of Proceeds
As outlined above, the Group has continued to deliver on its
turnaround strategy and management expects all business units to be
profitable by Q4 FY 2023 and is aiming to be cash generative in FY
2024 through a combination of revenue growth, profitable operating
performance and organic reduction in net debt.
In order to deliver on the Group's growth objectives, the
Company has conditionally raised approximately GBP650,000 (before
expenses) through the Fundraising in order to provide working
capital to support the continued delivery of the Group's growth
plans and strengthen the Group's balance sheet.
2. Details of the Placing and Subscription
The Company has conditionally raised, in aggregate,
approximately GBP650,000 (before expenses), pursuant to a placing
of 16,666,970 Placing Shares at the Placing Price with existing
institutional and other investors and a subscription for 3,030,000
Subscription Shares at the Placing Price by Trevor Brown, Executive
Director.
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; and
b) Admission of the Placing Shares occurring by not later than
8.00 a.m. on 31 January 2023 (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 February 2023).
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 19,696,970 New
Ordinary Shares, represent approximately 18.55 per cent. of the
Company's issued share capital as at the date of this
Announcement.
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 Company's 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 has been made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will occur on or around 8.00 a.m. on 31
January 2023 (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 February 2023).
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 125,853,677 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 125,853,677 (the "Enlarged Share
Capital"). 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.
3. Directors' Participation and Related Party Transaction
As at the date of this Announcement, Trevor Brown holds
31,306,915 Ordinary Shares representing 29.49 per cent. of the
Company's issued share capital and, following Admission, will hold
34,336,915 Ordinary Shares representing 27.28 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
275,118 Placing Shares at the Placing Price. Following Admission,
Keith Butler-Wheelhouse will beneficially hold 1,757,866 Ordinary
Shares representing 1.40 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 director, and the
participation in the Placing by Keith Butler-Wheelhouse, as a
director, constitute 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, believe that the participation in the Fundraising
by Trevor Brown and Keith Butler-Wheelhouse is fair and reasonable
insofar as Shareholders are concerned.
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)
------------------------------------------ ---------------- ---------------
GBP0.033 3,030,000
---------------------------------------------------------------- ---------------
d) Aggregated information N/A (single transaction)
------------------------------------------ ---------------------------------
Aggregated volume N/A (single transaction)
------------------------------------------ --------------------------------------
Price N/A (single transaction)
------------------------------------------ --------------------------------------
e) Date of the transaction 26 January 2023
------------------------------------------ ---------------------------------
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)
------------------------------------------ ---------------- --------------
GBP0.033 275,118
---------------------------------------------------------------- --------------
d) Aggregated information N/A (single transaction)
------------------------------------------ --------------------------------
Aggregated volume N/A (single transaction)
------------------------------------------ -------------------------------------
Price N/A (single transaction)
------------------------------------------ -------------------------------------
e) Date of the transaction 26 January 2023
------------------------------------------ --------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------------ --------------------------------
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, 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 is not responsible to anyone other than the
Company for providing the protections afforded to clients of Cenkos
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.
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END
IOEPPUUAGUPWGGQ
(END) Dow Jones Newswires
January 26, 2023 06:53 ET (11:53 GMT)
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