TIDMNCC
RNS Number : 5507Y
NCC Group PLC
13 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, 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.
NCC Group plc
13 May 2021
Results of Placing
NCC Group plc ("NCC" or the "Company") is pleased to announce
the successful completion of the proposed placing announced earlier
today (the "Placing") in connection with NCC's conditional
agreement to acquire the Intellectual Property Management business
(the "IPM Business") of Iron Mountain Inc. ("Iron Mountain").
A total of 27,906,400 new ordinary shares of 1p each ("Ordinary
Shares") has been placed with existing and new investors by Peel
Hunt LLP ("Peel Hunt") and Jefferies International Limited
("Jefferies", and together with Peel Hunt the "Joint Bookrunners"
and each a "Joint Bookrunner") at a price of 260 pence per Placing
Share, which represents a 3.4% discount to the prevailing middle
market price at the time of agreeing the Placing, raising gross
proceeds of GBP72.6 million (c. $102.3 million).
Application has been made for the 27,906,400 Placing Shares to
be admitted to the premium listing segment of the Official List
maintained by the FCA and to trading on the LSE's main market for
listed securities ('Admission'). It is expected that Admission will
occur at on or around 8:00 a.m. on 17 May 2021. The Placing Shares
will represent approximately 9.0% of the enlarged issued share
capital of the Company on Admission.
The Placing Shares will, following Admission, rank pari passu in
all respects with the existing Ordinary Shares in issue at the date
of this document and will carry the right to receive all dividends
and distributions declared, made or paid on or in respect of the
Ordinary Shares after Admission.
The following Directors of the Company have agreed to subscribe
for Placing Shares as part of the Placing as follows:
Name Role Placing Shares acquired
Chris Stone Non-Executive Chairman 38,461
--------------------------- ------------------------
Adam Palser Chief Executive Officer 15,000
--------------------------- ------------------------
Senior Independent
Chris Batterham Non-Executive Director 5,000
--------------------------- ------------------------
Independent Non-Executive
Jennifer Duvalier Director 9,615
--------------------------- ------------------------
Unless otherwise defined, terms in this announcement
("Announcement") shall have the same meanings as those defined in
the Placing Launch Announcement released earlier today.
Total Voting Rights
In accordance with Rule 5.6.1 of the Disclosure Guidance and
Transparency Rules, the Company notifies the market that, following
Admission, the Company's issued ordinary share capital will
comprise 308,886,785 Ordinary Shares. Therefore the total number of
Ordinary Shares with voting rights in the Company will be
308,886,785 following Admission. This number 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 in their interest in, the ordinary share
capital of the Company under the Disclosure Guidance and
Transparency Rules.
This Announcement contains inside information. The person
responsible for arranging and authorising the release of this
announcement is Tim Kowalski, CFO of NCC Group plc.
For further information contact:
NCC Group plc
Adam Palser, CEO
Tim Kowalski, CFO +44 (0)161 209 5432
Peel Hunt LLP (Joint Bookrunner)
Edward Knight
Charlie Batten
Nick Prowting
Jock Maxwell Macdonald (Syndicate) +44 (0)20 7418 8900
Jefferies International Limited (Joint Bookrunner)
Simon Hardy
Will Soutar
Lee Morton (Syndicate) +44 (0)20 7029 8000
Lazard (Financial Adviser)
Cyrus Kapadia
Louise Campbell
Simon Chambers +44 (0)207 187 2000
Maitland / AMO
Neil Bennett
Sam Cartwright +44 (0)20 7379 5151
IMPORTANT NOTICE
This Announcement and the information contained in it is not for
publication, release or distribution, in whole or in part, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of NCC
Group plc (the "Company") in the United States, Australia, Canada,
Japan or 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 the
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 of any state or
other jurisdiction of the United States and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
as amended (the "UK Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. This Announcement
and the terms and conditions set out herein are for information
purposes only and are directed only at: (a) persons in Member
States of the European Economic Area who are qualified investors
(within the meaning of article 2(e) of Regulation (EU) 2017/1129 as
amended (the "Prospectus Regulation") ("Qualified Investors"); (b)
in the United Kingdom, Qualified Investors within the meaning of
the UK Prospectus Regulation who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order; (c) in the United
States, a limited number of "qualified institutional buyers" (as
defined in Rule 144A under the U.S. Securities Act of 1933, as
amended; and (d) persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This Announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
No prospectus has been prepared or filed with any securities
commission or other securities regulatory authorities in any
jurisdiction in Canada in connection with the offer or sale of the
Placing Shares. Any offer and sale of the Placing Shares in Canada
is being made on a private placement basis only and pursuant to an
exemption from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws. Any resale
of the Placing Shares in Canada must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar regulatory authority in Canada has
reviewed or
in any way passed upon this Announcement or the merits of the
Placing Shares. Any representation to the contrary is an offense.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an offering memorandum, an
advertisement, a solicitation to purchase, a public offering of the
Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor" as
defined in Section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106 or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and are either purchasing the
Placing Shares as principal for their own account, or are deemed to
be purchasing the Placing Shares as principal for its own account
in accordance with applicable Canadian securities laws and not as
agent for the benefit of another person or as trustee, for
investment only and not with a view to resale or redistribution;
(b) not created or being used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" as defined in section 1.1 of National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") that is not an individual; and
(d) is resident in either the Province of Alberta, British
Columbia, Ontario or Quebec and entitled under applicable Canadian
securities laws, including the securities laws applicable to such
Province, to purchase the Placing Shares without the benefit of a
prospectus.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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 Peel
Hunt LLP ("Peel Hunt") or Jefferies International Limited
("Jefferies" and together with Peel Hunt, the "Joint Bookrunners"
and each a "Joint Bookrunner"), or by any of their affiliates or
agents 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.
Each Joint Bookrunner is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"). Each Joint
Bookrunner is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, neither Peel Hunt, Jefferies nor any
of their affiliates accepts any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
any Joint Bookrunner or any of their affiliates in connection with
the Company, the Placing Shares or the Placing. Peel Hunt,
Jefferies and each of their 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 any Joint Bookrunner or any of their affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement. Each Joint Bookrunner may, at their
discretion, appoint sub-agents or delegate the exercise of any of
their powers, authorities or discretions to any of their respective
affiliates or such persons as such Joint Bookrunner may think fit,
including where required to ensure compliance with legal and
regulatory obligations.
Lazard & Co., Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for the Company and for no one else in connection with
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in connection with the matters set out
herein. Neither Lazard & Co., Limited nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard
& Co., Limited in connection with this announcement, any
statement contained herein, the Placing or otherwise.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company and/or the Joint
Bookrunners or any of their respective affiliates that would, or
which is intended to, permit an offering of the Placing Shares in
any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
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.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained in Chapter 3 of the FCA Handbook Product Intervention and
Product Governance Sourcebook (together, 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
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 permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the 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 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, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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END
ROIUOARRAVUVAAR
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