TIDMCTO
RNS Number : 1171F
TClarke PLC
06 July 2023
THIS 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 OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMED) (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
6 July 2023
TClarke plc
Oversubscribed Placing to raise GBP10.7 million
TClarke plc ("TClarke", the "Group" or the "Company"), the
Building Services Group, is pleased to announce that it has
conditionally raised gross proceeds of GBP10.7 million by way of an
oversubscribed placing of new Ordinary Shares in the Company by
Cenkos Securities plc ("Cenkos") to certain institutional and other
investors (the "Placing ") in order to fund significant further
expansion beyond 2023.
Highlights
-- Oversubscribed Placing to raise gross proceeds of GBP10.7
million at the Placing Price , subject to TClarke shareholder
approval.
-- The issue price of 122 pence per Ordinary Share (the "Placing
Price") represents a discount of approximately 14% to the closing
mid-market price per existing TClarke ordinary share of 141.5 pence
on 5 July 2023.
-- Board remains highly con dent that the Group will
successfully deliver its growth strategy such that the Group's
revenues will exceed GBP500m for the first time in the current
financial year, in doing so achieving the three year revenue growth
strategy set out by the Board in March 2021.
-- With the Group's forward order book now standing at GBP781m
(2022: GBP586m), the net proceeds of the Placing will further
strengthen the Group's balance sheet and will provide additional
resources with which to capture and deliver additional identified
short to medium term attractive contract opportunities in the
London business - in doing so driving further growth and margin
expansion.
-- The Directors anticipate significant earnings accretion
deployment of the net Placing proceeds into the delivery of
anticipated near term contract wins.
-- The Company's largest shareholder, Regent Gas Holdings Ltd,
has subscribed for 4,000,000 Placing Shares at the Placing
Price.
-- Cenkos is acting as Sole Broker in connection with the Placing.
The Placing is conditional, inter alia, upon approval by
Shareholders of the Resolutions and the placing agreement between
Cenkos and the Company becoming unconditional and not being
terminated. A circular, which will contain the notice of a general
meeting of the Company to put the necessary Resolutions to
Shareholders (the "General Meeting") is being posted to
Shareholders today (the "Circular") and will also be available on
the Company's website www.tclarke.co.uk . The same definitions
apply throughout this announcement as are applied in the
Circular.
The General Meeting will be held at 30 St. Mary Axe, London EC3A
8BF on 24 July 2023 at 9.00 a.m.
Shareholders must submit their votes by proxy no later than 9.00
a.m. on 20 July 2023.
Current Trading, Outlook and Use of Placing Proceeds
The Company announced on 10 May 2023 that trading in the early
months of 2023 financial had been strong. Trading since that
announcement has continued to be strong and the Board remains
highly con dent that the Group will successfully deliver its growth
strategy such that the Group's revenues will exceed GBP500m for the
first time in the current financial year, in doing so achieving the
three year revenue growth strategy set out by the Board in March
2021. The Group is GBP4.5m net cash positive as at 30 June
2023.
TClarke's forward order book has been replenished and so far
during 2023 it has been strengthened significantly. The forward
order book now stands at GBP 781m (2022: GBP 586m). TClarke is
well-positioned to manage additional revenues in our various market
sectors, having proactively invested in resources and capacity to
support the Group's growth ambitions.
Whilst maintaining the Group's strict and selective approach to
tendering, the Group is experiencing increased visibility in
revenues outside of London and an increasing number of attractive
contract opportunities in the London region. The Board is therefore
encouraged by the strength of the Group's position in the
market.
The net proceeds of the Placing will further strengthen the
Group's balance sheet and will provide additional resources with
which to capture and deliver identified short to medium term
attractive contract opportunities in the London region - in doing
so driving further growth and margin expansion.
TClarke will be reporting its half year results for the six
months ended 30 June 2023 on 13 July 2023.
As a result, the Board considers the Placing to be in the best
interests of the Company and the Group's Shareholders as a
whole.
Further details on the Placing are set out below.
Admission, Settlement, Dealings and Total Voting Rights
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu in all respects with each other and with the
Existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List maintained by the FCA and to
London Stock Exchange plc ("LSE") for admission of the Placing
Shares to trading on LSE's main market for listed securities
("Admission"). Admission and settlement of the Placing Shares is
expected to take place on or around 8.00 a.m. on 25 July 2023.
Following Admission, the Company will have a total of 52,850,780
Ordinary Shares in issue. There are no Ordinary Shares held in
treasury and therefore the total number of voting rights in the
Company is expected to be 52,850,780. This is the figure that 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 change to their interest in, the share
capital of the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
For further information, please contact:
+44 (0) 20 7997
TClarke PLC 7400
Mark Lawrence, Chief Executive Officer http://www.tclarke.co.uk
Trevor Mitchell, Finance Director
+44 (0) 20 7397
Cenkos Securities plc (Sole Broker) 8900
Ben Jeynes / Max Gould / Hamish Waller (Corporate
Finance)
Dale Bellis / Jasper Berry (Sales)
+44 (0) 20 3735
RMS Partners 6551
Simon Courtenay
Expected Timetable of Principal Events
Announcement of the Placing 7.00 a.m. on 6 July 2023
Publication of the Circular 6 July 2023
------------------------------------
Latest time and date for receipt 9.00 a.m. on 20 July 2023
of Forms of Proxy for the
General Meeting
------------------------------------
General Meeting 9.00 a.m. on 24 July 2023
------------------------------------
Admission and commencement 8.00 a.m. on 25 July 2023
of the dealings in the Placing
Shares
------------------------------------
Expected date for CREST accounts As soon as possible after Admission
to be credited in respect on 25 July 2023
of the Placing Shares
------------------------------------
Recommendation and voting intentions
The Directors believe the Placing and the passing of the
Resolutions to be in the best interests of the Company and its
Shareholders, taken as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions as all of the Directors intend so to do in respect of
their beneficial shareholdings amounting to an aggregate of
1,109,104 Existing Ordinary Shares , representing approximately
2.5% of the Company's Existing Ordinary Shares.
In addition, Regent Gas Holdings Ltd has confirmed to the
Company that it intends to vote in favour of all Resolutions, with
the exception of Resolution 1 under which they are not entitled to
vote as per the Listing Rules, in respect of its beneficial
interest in 7,366,407 Existing Ordinary Shares, representing
approximately 16.7% of the Company's Existing Ordinary Shares.
If either of the Resolutions are not passed at the General
meeting, the Placing will not proceed.
Related Party Transactions
Regent Gas Holdings Ltd is a related party of the Company for
the purposes of the Listing Rules as it is a substantial
shareholder of the Company.
Pursuant to, and on the terms of, the Placing, Regent Gas
Holdings Ltd has subscribed for 4,000,000 Placing Shares at the
Placing Price, raising gross proceeds of approximately GBP4.9
million.
The above transaction is a related party transaction requiring
shareholder approval under LR 11.1.7. Relevant details will be set
out in the Circular to be sent to shareholders in connection with
the Placing and shareholder approval for such participation will be
sought at the general meeting of the Company to be held to approve
the issue of the Placing Shares.
Details of the Placing and the Placing Agreement
Under the terms of a placing agreement entered into on 6 July
2023, between Cenkos and the Company (the "Placing Agreement"),
Cenkos has conditionally agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares to raise GBP10.7
million.
Cenkos has conditionally placed the Placing Shares with certain
institutional and other investors at the Placing Price. The Placing
is not being underwritten by Cenkos.
The Placing has raised net proceeds of GBP10.1 million through
the Placing of the Placing Shares at the Placing Price. The Placing
Price represents a discount of approximately 14% to the closing
mid-market price per existing TClarke ordinary share of 141.5 pence
on 5 July 2023, being the latest practicable date prior to the date
of this announcement.
The Placing Shares will represent approximately 16.6% of the
Company's enlarged issued ordinary share capital on Admission.
The Placing is conditional on, inter alia:
-- the passing of the Resolutions at the General Meeting;
-- the Placing Agreement not having been terminated in
accordance with its terms prior to Admission of the Placing
Shares;
-- Admission becoming effective by no later than 8.00 a.m. on 25
July 2023 or such later time and/or date as the Company and Cenkos
may agree (being no later than 8.00 a.m. on 7 August 2023).
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters in relation to, inter alia, the
accuracy of information in this Announcement and other matters
relating to the Company and its business. In addition, the Company
has provided a customary indemnity to Cenkos in respect of
liabilities arising out of or in connection with the Placing.
Cenkos is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission including where any of the
warranties are found not to be true or are materially inaccurate or
are misleading in any respect, the failure of the Company to comply
in any material respect with any of its obligations under the
Placing Agreement, the occurrence of certain force majeure events
or a material adverse change in the business of the Group or in
financial or trading position or prospects of the Group or the
Company.
General Meeting
The Board is seeking the approval of Shareholders at the General
Meeting to allot the Placing Shares. The Placing is conditional,
inter alia, on the passing of the Resolutions by Shareholders at
the General Meeting.
Important Notices
The distribution of this Announcement and any other
documentation associated with the Placing into jurisdictions other
than the United Kingdom may be restricted by law. Persons into
whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where to do so may constitute a
violation of the securities laws or regulations of any such
jurisdiction (each a "Restricted Jurisdiction").
This Announcement is not an offer of securities for sale into
the United States. The Placing Shares have not been and will not be
registered under the US Securities Act 1933 as amended (the "US
Securities Act") or with any securities regulatory authority of any
state or other jurisdiction of the United States and, accordingly,
may not be offered, sold, resold, taken up, transferred, delivered
or distributed, directly or indirectly, within the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the Placing Shares in the United
States.
The Placing Shares are being offered and sold only in "offshore
transactions" outside the US in reliance on, and in accordance
with, Regulation S under the US Securities Act. The Placing Shares
have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the US or
any other US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the Placing Shares or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the US. In addition, offers, sales or transfers of the
securities in or into the US for a period of time following
completion of the Placing by a person (whether or not participating
in the Placing) may violate the registration requirement of the
Securities Act.
The Placing Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of Placing Shares.
This Announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Placing Shares (as the case may be). In particular, this
Announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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
information or representations must not be relied on as having been
authorised by the Company or Cenkos. Subject to the Listing Rules
of the FCA, the issue of this Announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this Announcement
or that the information contained in it is correct at any
subsequent date.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any matters referred to in this
Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the Financial Services and Markets Act
2000 or the regulatory regime established thereunder, Cenkos does
not accept any responsibility whatsoever for the contents of this
Announcement, and makes no representation or warranty, express or
implied, for the contents of this Announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company or the Placing Shares or the Placing, and nothing
in this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future.
Cenkos accordingly disclaims to the fullest extent permitted by law
all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this Announcement or any such statement.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement are based on
certain factors and assumptions,
including the Directors' current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity.
Whilst the Directors consider these assumptions to be reasonable
based upon information currently available, they may prove to be
incorrect. Save as required by applicable law or regulation, the
Company undertakes no obligation to release publicly the results of
any revisions to any forward-looking statements in this
Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this Announcement may not conform exactly
with the total figure given.
All references to time in this Announcement are to London time,
unless otherwise stated.
The Circular and the Notice of General Meeting have been
submitted to the Financial Conduct Authority and will shortly be
available for inspection via the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will be
sent to those shareholders who have elected to receive paper
communications.
The Circular and the Notice of General Meeting will also be
available to view on the Company's website at www.tclarke.co.uk
.
The person responsible for arranging the release of this
announcement on behalf of the Company is Trevor Mitchell, Finance
Director
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IOEVELFBXDLZBBD
(END) Dow Jones Newswires
July 06, 2023 02:00 ET (06:00 GMT)
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