THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING
MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT
OF MPAC GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF MPAC
GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A
RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE
ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
For immediate release
18 October 2024
Mpac Group
plc
Result of General
Meeting
Mpac Group plc ("Mpac" or the
"Company") (AIM:
MPAC), the AIM quoted global leader in high-speed
packaging and automation solutions, is pleased to announce that all
of the Resolutions put to the General Meeting earlier today were
duly passed. All of the Resolutions were decided on a poll.
Resolution 1 was passed as an ordinary resolution and Resolution 2
was passed as a special resolution. The voting results are set out
later in this announcement (this
"Announcement").
Capitalised terms not defined in
this Announcement have the meanings given to them in the circular
containing details of the Placing, the Retail Offer and the
Acquisition of CSi Palletising which was published by the Company
on 2 October 2024 (the "Circular").
Completion of the Placing and the
Retail Offer
As a result of the Resolutions being
passed, the Placing of 7,250,000 Placing Shares to raise gross
proceeds of £29 million for the Company (before fees and expense)
has now completed, subject to admission of the Placing Shares to
trading on AIM.
In addition, the Retail Offer of
250,000 Retail Offer Shares to raise gross proceeds of £1 million
for the Company (before fees and expenses) has now completed,
subject to admission of the Retail Offer Shares to trading on
AIM.
It is expected that admission of the
Placing Shares and the Retail Offer Shares to trading on AIM will
occur at 8 00 a.m. on 21 October 2024.
Completion of the
Acquisition
As set out in the Circular, the
Acquisition of CSi Palletising is subject to, amongst other things,
it having been unconditionally authorised from a national security
perspective by a decision of the Romanian Competition Council on
terms that are reasonably satisfactory to Mpac Bidco.
The Company submitted a notification
to the Romanian Competition Council for its authorisation of the
Acquisition from a national security perspective ahead of
publishing the Circular. Based on advice it has received, the
Company expects a decision to be made by the Romanian Competition
Council within the next couple of months, with Completion expected
to be in December 2024. The Company will provide further updates on
Completion as and when appropriate. 1,039,500 Consideration Shares
will be issued to the Sellers and admitted to trading on AIM on
Completion. The Company will make a further announcement
through a RIS when it is expected that admission of the
Consideration Shares will become effective.
Total voting rights
Following Admission of the
Fundraising Shares, the Company's issued ordinary share capital
will consist of 29,033,773 Ordinary Shares, all with voting rights.
The total number of current voting rights in the Company will
therefore be 29,033,773. This figure 29,033,773 may be used by
Shareholders as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the Company.
Directors' participation in the
Placing
The following Directors have
participated in the Placing as set out below (the "Directors' Participation"):
|
Director
|
Position
|
Amount
(£)
|
Number
of
Placing Shares
|
|
Andrew Kitchingman
|
Non-executive Chairman
|
10,000
|
2,500
|
|
Adam Holland
|
Chief Executive Officer
|
20,000
|
5,000
|
|
William Wilkins
|
Group Finance Director
|
20,000
|
5,000
|
|
Sara Fowler
|
Non-executive Director
|
20,000
|
5,000
|
|
Matthew Taylor
|
Non-executive Director
|
20,000
|
5,000
|
|
Total
|
|
90,000
|
22,500
|
Further detail on the Directors'
Participation as required in accordance with UK MAR is set out at
the end of this Announcement.
Voting results from the General
Meeting
|
No
|
Resolution
|
Votes
FOR
|
%
|
Votes
AGAINST
|
%
|
% of
issued share capitalvoted
|
Votes
WITH-HELD
|
|
1
|
To authorise the Directors to allot
the New Ordinary Shares pursuant to the Fundraising and the
Acquisition in accordance with section 551 of the Companies Act
2006
|
5,155,847
|
99.38
|
32,043
|
0.62
|
24.09
|
17,280
|
|
2
|
To authorise the Directors to
disapply statutory pre-emption rights in relation to the issue of
the New Ordinary Shares pursuant to the Fundraising and the
Acquisition
|
5,142,148
|
99.19
|
41,943
|
0.81
|
24.07
|
21,079
|
The Company also publishes at the end of this
Announcement, the post-transaction report in accordance with the
most recently published Pre-Emption Group
Statement of Principles (2022).
For
further information please contact:
|
Mpac Group plc
Adam Holland, Chief
Executive
Will Wilkins, Group Finance
Director
|
Tel: +44 (0) 24 7642 1100
|
|
Shore Capital (Nominated Adviser, Joint Broker and Joint
Bookrunner)
Advisory
Patrick Castle/Sophie
Collins
Broking
Henry Willcocks
|
Tel: +44 (0) 20 7408 4050
|
|
Panmure Liberum (Joint Broker and Joint
Bookrunner)
Edward Mansfield
Will King
Anake Singh
Hudson Sandler
Nick Lyon
Nick Moore
Francesca Rosser
|
Tel: +44 (0) 20 3100 2000
Tel: +44 (0) 20 7796 4133
|
|
|
This Announcement should be read in
its entirety. In particular, the information in the "Important
Notices" section of the Announcement should be read and
understood.
The person responsible for arranging
the release of this Announcement on behalf of the Company is
William Wilkins, Group Finance Director of the Company.
The information below (set out in
accordance with the requirements of UK MAR) provides further
detail:
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Andrew Kitchingman
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Non-executive Chairman
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Mpac Group plc
|
|
|
b)
|
LEI
|
213800J3KUDYLRHHU562
|
|
|
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
instrument, type of instrument
Identification code
|
Ordinary Shares of 25
pence each
("Ordinary Shares")
GB0005991111
|
|
|
|
|
|
|
|
|
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
2,500 Ordinary Shares
400 pence
|
|
|
d)
|
Aggregated information
Aggregate volume Price
|
N/A
|
|
|
|
|
|
e)
|
Date of the transaction
|
17 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Adam Holland
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief Executive Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Mpac Group plc
|
|
|
b)
|
LEI
|
213800J3KUDYLRHHU562
|
|
|
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
instrument, type of instrument
Identification code
|
Ordinary Shares of 25p each
("Ordinary Shares")
GB0005991111
|
|
|
|
|
|
|
|
|
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
5,000 Ordinary Shares
400 pence
|
|
|
d)
|
Aggregated information
Aggregate volume Price
|
N/A
|
|
|
|
|
|
e)
|
Date of the transaction
|
17 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
William Wilkins
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group Finance Director
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Mpac Group plc
|
|
|
b)
|
LEI
|
213800J3KUDYLRHHU562
|
|
|
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
instrument, type of instrument
Identification code
|
Ordinary Shares of 25p each
("Ordinary Shares")
GB0005991111
|
|
|
|
|
|
|
|
|
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
5,000 Ordinary Shares
400 pence
|
|
|
d)
|
Aggregated information
Aggregate volume Price
|
N/A
|
|
|
|
|
|
e)
|
Date of the transaction
|
17 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Sara Fowler
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Non-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
|
Mpac Group plc
|
|
|
b)
|
LEI
|
213800J3KUDYLRHHU562
|
|
|
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
instrument, type of instrument
Identification code
|
Ordinary Shares of 25p each
("Ordinary Shares")
GB0005991111
|
|
|
|
|
|
|
|
|
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
5,000 Ordinary Shares
400 pence
|
|
|
d)
|
Aggregated information
Aggregate volume Price
|
N/A
|
|
|
|
|
|
e)
|
Date of the transaction
|
17 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Matthew Taylor
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Non-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
|
Mpac Group plc
|
|
|
b)
|
LEI
|
213800J3KUDYLRHHU562
|
|
|
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
instrument, type of instrument
Identification code
|
Ordinary Shares of 25p each
("Ordinary Shares")
GB0005991111
|
|
|
|
|
|
|
|
|
|
b)
|
Nature of the transaction
|
Purchase of Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
5,000 Ordinary Shares
400 pence
|
|
|
d)
|
Aggregated information
Aggregate volume Price
|
N/A
|
|
|
|
|
|
e)
|
Date of the transaction
|
17 October 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
Post-transaction
report in accordance with the most recently published Pre-Emption Group
Statement of Principles (2022).
|
Name of
issuer
|
Mpac Group plc
|
|
Transaction
details
|
The Company raised £30.0m via a Placing and
Retail Offer. The 7,500,000 new ordinary shares issued
pursuant to the Placing and Retail Offer represented approximately
34.8 per cent. of the Company's issued ordinary share capital
prior to the Fundraising.
Admission of the Placing Shares and Retail
Offer Shares will take place at 8.00 a.m. on 21 October
2024.
|
|
Use of
proceeds
|
The net proceeds of the Placing were used to
part fund the acquisition of CSi Palletising, with the remaining
consideration financed from the Company's new Facilities with HSBC.
The net proceeds of the Retail Offer are expected to be used for
general working capital purposes including reducing the Company's
debt levels.
Further details can be found in Circular
published by the Company on 2 October 2024, which should be read in
conjunction with this Announcement.
|
|
Quantum of
proceeds
|
In aggregate, the Placing and Retail Offer
raised gross proceeds of approximately £30.0 million.
|
|
Discount
|
The Issue Price of 400 pence per share
represented a discount of approximately 3.6 per cent. to
the closing middle market price of 415 pence on 30 September
2024, being the latest practicable date prior to the publication of
the Placing launch announcement.
|
|
|
|
|
Allocations
|
Soft pre-emption has been adhered to in the
allocations process. The Company was involved in the allocations
process, which was carried out in compliance with applicable MiFID
II allocation requirements. Allocations made outside of soft
pre-emption were preferentially directed towards existing
shareholders and wall-crossed accounts.
|
|
Consultation
|
Shore Capital and Panmure Liberum, as the
Company's Joint Bookrunners and Joint Brokers, undertook a
pre-launch wall-crossing process, including consultation with major
shareholders, to the extent reasonably practicable and permitted by
law.
|
|
Retail
investors
|
The Placing was accompanied by a Retail Offer,
for 250,000 new Ordinary Shares, via the Bookbuild
platform.
Retail investors who participated in the Retail
Offer were able to do so at the same Issue Price as all other
investors participating in the Placing.
The Retail Offer was made available to existing
shareholders in the UK. Investors were able to participate through
the Bookbuild Platform. As such, to the extent practicable on the
transaction timetable, eligible UK retail shareholders had the
opportunity to participate in the Fundraising alongside
institutional investors.
|
Important
Notices
SCS and SCC are authorised and
regulated by the FCA in the United Kingdom and are acting
exclusively for Mpac and no one else in connection with the
Placing, and SCS and SCC will not be responsible to anyone
(including any Placees) other than Mpac for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Panmure Liberum is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively for Mpac and no one else in connection with the
Placing, and Panmure Liberum will not be responsible to anyone
(including any Placees) other than Mpac for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective Representatives as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly
disclaimed.
The responsibilities of SCC as
Mpac's nominated adviser under the AIM Rules for Nominated Advisers
are owed solely to the London Stock Exchange and are not owed to
Mpac or to any Director or to any other person.
This Announcement may contain, or
may be deemed to contain, "forward-looking statements" with respect
to certain of Mpac's plans and its current goals and expectations
relating to its future financial condition, performance, strategic
initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of
similar meaning. By their nature, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of
Mpac, including amongst other things, United Kingdom domestic and
global economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which Mpac and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on Mpac's profitability and ability to access
capital and credit, a decline in Mpac's credit ratings; the effect
of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of Mpac may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of Mpac speak only as of the date they are made.
Except as required by applicable law or regulation, Mpac expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in Mpac's expectations with
regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
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 Mpac for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of Mpac.
The Fundraising Shares to be issued
pursuant to the Fundraising will be not be admitted to trading on
any stock exchange other than the AIM market of the London Stock
Exchange.
The Fundraising Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising
or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Fundraising Shares; and the Fundraising Shares
have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Fundraising Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom or the EEA.
Neither the content of Mpac's
website nor any website accessible by hyperlinks on Mpac's website
is incorporated in, or forms part of, this Announcement.