TIDMDSCV
RNS Number : 6217K
discoverIE Group plc
03 September 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION.
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 DISCOVERIE GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED).
3 September 2021
discoverIE Group plc
(LSE: DSCV, "discoverIE", the "Company" or the "Group")
Results of Placing
discoverIE is pleased to announce the successful completion of
the placing announced on 2 September 2021 by the Company (the
"Placing").
Following significant institutional demand in the bookbuild from
existing and new investors, and in light of the strong pipeline of
near term acquisition opportunities, the Board has decided to
upsize the Placing, increasing the gross proceeds from
approximately GBP45m to approximately GBP55m.
Peel Hunt LLP ("Peel Hunt") has placed a total of 5,350,194 new
ordinary shares of five pence each in the share capital of the
Company (the "Placing Shares") at a price of 1,028 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP55m. The Placing Price is equal to the mid-market
closing price of 1,028 pence per share on 2 September 2021. The
Placing Shares being issued represent approximately 5.98 per cent.
of the issued share capital of the Company prior to the
Placing.
Application has been made for admission of the Placing Shares to
the premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market of
the London Stock Exchange (together "Admission"). It is expected
that Admission will take place at 8.00 a.m. on 7 September 2021 at
which time dealings in the Placing Shares will commence.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of five pence each in the share capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing
Shares.
The Placing is conditional upon, inter alia, Admission becoming
effective by 8.00 a.m. on 7 September 2021 (or such later time
and/or date as Peel Hunt may agree with the Company) and the
placing agreement entered into by the Company and Peel Hunt having
not been terminated in accordance with its terms before that
time.
Total voting rights
Following Admission becoming effective, the Company's issued
share capital will consist of 94,806,109 ordinary shares of five
pence each with voting rights. Therefore, the total number of
voting rights in the Company will be 94,806,109. This 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
Company under the disclosure guidance issued by the FCA and the
transparency rules made by the FCA under section 89A(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA")
(together, the "Disclosure Guidance and Transparency Rules").
Director participation
The following directors of the Company have agreed to subscribe
for the following number of Placing Shares at the Placing
Price:
Director/PDMR No. of Ordinary Shares Placing Shares Holding following % of enlarged issued
currently held subscribed for Admission share capital after
Placing
----------------- ----------------------- ----------------------- ------------------------ -----------------------
Malcolm Diamond 27,316 1,945 29,261 0.03%
Nick Jefferies 985,103 1,945 987,048 1.04%
Simon Gibbins 267,489 1,945 269,434 0.28%
Tracey Graham 9,358 972 10,330 0.01%
Bruce Thompson 25,000 4,000 29,000 0.03%
Clive Watson 12,500 3,750 16,250 0.02%
Smaller related party transactions
Aberdeen Asset Managers Limited ("Aberdeen Standard") is a
substantial shareholder in the Company for the purposes of the
Listing Rules as a result of having been entitled to exercise, or
to control the exercise of, over 10 per cent. of the votes able to
be cast at general meetings of the Company within the last 12
months.
Aberdeen Standard is therefore considered to be a related party
of the Company for the purposes of the Listing Rules. Aberdeen
Standard has agreed to subscribe for 777,023 Placing Shares at the
Placing Price for an aggregate consideration of approximately
GBP7.99m. The participation in the Placing by Aberdeen Standard
constitutes as a "smaller" related party transaction and fall
within Listing Rule 11.1.10R.
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to consistute inside information as stipulated under
the Market Abuse Regulation ("MAR"). Upon the publication of this
Announcement via a regulatory information service, this inside
information is now considered to be in the public domain.
The person responsible for arranging release of this
Announcement on behalf of the Company is Greg Davidson, Group
General Counsel and Company Secretary of the Company.
Terms used but not defined elsewhere in this announcement
("Announcement") shall have the meanings given to such terms in the
Definitions section of the Appendix to the Acquisitions &
Proposed Placing announcement (RNS number: 6071K) released by the
Company on 2 September 2021 (the "Launch Announcement"), unless the
context provides otherwise.
Enquiries:
discoverIE 01483 544 500
Nick Jefferies, Group Chief Executive
Simon Gibbins, Group Finance
Director
Peel Hunt (Broker and bookrunner) 020 7418 8900
Mike Bell
Ed Allsopp
Jock Maxwell Macdoanld
Sohail Akbar
Max Irwin
Instinctif (Financial PR) 020 7466 5000
Chris Lane
Toto Berger
Jack Devoy
About discoverIE
discoverIE Group plc is an international group of businesses
that designs, manufactures and supplies innovative components for
electronic applications.
The Group provides application-specific components to original
equipment manufacturers ("OEMs") internationally. By designing
components that meet customers' unique requirements, which are then
manufactured and supplied throughout the life of their production,
a high level of repeating revenue is generated with long term
customer relationships.
With a focus on key markets driven by structural growth and
increasing electronic content, namely renewable energy, medical,
transportation and industrial & connectivity, the Group aims to
achieve organic growth that is well ahead of GDP and to supplement
that with targeted complementary acquisitions. The Group has an
ongoing commitment to reducing the impact of its operations on the
environment, while its key markets are aligned with a sustainable
future.
The Group employs c.4,600 people and its principal operating
units are located in Continental Europe, the UK, China, Sri Lanka,
India and North America.
The Group is listed on the Main Market of the London Stock
Exchange and is a member of the FTSE250, classified within the
Electrical Components and Equipment subsector, with revenues of
around GBP500m.
The below notification made in accordance with the requirements
of the EU Market Abuse Regulation provides further detail:
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name 1. Malcolm Diamond
2. Nick Jefferies
3. Simon Gibbins
4. Tracey Graham
5. Bruce Thompson
6. Clive Watson
------------------------------- -----------------------------------
2. Reason for the Notification
--------------------------------------------------------------------
a) Position/status 1. Non-executive Chairman
2. Group Chief Executive
3. Group Finance Director
4. Non-executive Director
5. Non-executive Director
6. 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 discoverIE Group plc
------------------------------- -----------------------------------
b) LEI 213800BMDLQU1VEEAN68
------------------------------- -----------------------------------
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 Ordinary shares of five pence each
Financial instrument,
type of instrument
------------------------------- -----------------------------------
Identification code GB0000055888
------------------------------- -----------------------------------
b) Nature of the Transaction Purchase of shares
------------------------------- -----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 1,028p 1. 1,945
2. 1,028p 2. 1,945
3. 1,028p 3. 1,945
4. 1,028p 4. 972
5. 1,028p 5. 4,000
6. 1,028p 6. 3,750
---------------
------------------------------- -----------------------------------
d) Aggregated information Aggregate volume: 14,557
Aggregated volume Aggregate price: 1,028p
/price
------------------------------- -----------------------------------
e) Date of the transaction 3 September 2021
------------------------------- -----------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------- -----------------------------------
IMPORTANT NOTICE
This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent
financial adviser.
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
securities laws.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of the
FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the EU Prospectus Regulation or the UK Prospectus
Regulation. Its contents have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised
person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the FSMA does not
apply.
The Placing Shares have not been and will not be registered
under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, whole or in part, in, into or within the United States
(including its territories and dependencies, any state and the
District of Columbia) except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only (i) outside of the United States in
accordance with Regulation S under the US Securities Act
("Regulation S") and otherwise in accordance with applicable laws
and; (ii) in the United States to a limited number of "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act pursuant to an exemption from the registration
requirements of the US Securities Act. There will be no public
offer of the securities mentioned herein in the United States. None
of the Placing Shares, this announcement or any other document
connected with the Placing has been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of
the foregoing authorities or any securities commission has passed
upon or endorsed the merits of the offering of the Placing Shares
or the accuracy or adequacy of this announcement or any other
document connected with the Placing. Any representation to the
contrary is a criminal offence in the United States.
This Announcement has been issued by and is the sole
responsibility of the Company. None of the information in this
Announcement has been independently verified or approved by Peel
Hunt or any of its Affiliates. Save for any responsibilities or
liabilities, if any, imposed on Peel Hunt 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 Peel Hunt or any of its 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
Peel Hunt or any of its 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. Peel Hunt and its
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 Peel
Hunt or its Affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
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", "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, Peel Hunt 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.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for
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 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 or on behalf of the Company, Peel Hunt or
by their respective Affiliates 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 therefor is
expressly disclaimed.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. 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.
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's main market for listed securities.
The Appendix to the Launch Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood the Launch
Announcement in its entirety and to be making such offer to acquire
Placing Shares on the terms and subject to the conditions set out
in the Launch Announcement and to be providing the representations,
warranties, undertakings and acknowledgements contained in the
Appendix to the Launch Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made. This Announcement is directed only at and may only be
communicated to the categories of persons set out in the terms and
conditions of the Placing set out in the Appendix to the Launch
Announcement.
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.
This information is provided by RNS, the news service of the
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END
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(END) Dow Jones Newswires
September 03, 2021 02:00 ET (06:00 GMT)
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