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THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF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 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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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(END) Dow Jones Newswires

September 03, 2021 02:00 ET (06:00 GMT)

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