TIDMFOXT
RNS Number : 0925K
Foxtons Group PLC
17 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, 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.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
17 April 2020
Foxtons Group plc
("Foxtons" or the "Company")
Results of Placing
Foxtons announces the successful completion of the
non-pre-emptive placing of ordinary shares in the capital of the
Company announced this morning (the "Placing").
A total of 54,993,367 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Numis Securities
Limited ("Numis") acting as Sole Bookrunner, raising gross proceeds
of approximately GBP22.0 million. The Placing Shares have been
issued at a price of 40 pence per Placing Share (the "Placing
Price"). The Placing Shares being issued represent, in aggregate,
approximately 19.9 per cent. of Foxton's issued ordinary share
capital prior to the Placing.
The Placing Price of 40 pence represents a 4.2 per cent. premium
to the closing mid-market share price of 38.4 pence on 16 April
2020.
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "London Stock
Exchange") for the admission of the Placing Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the London Stock Exchange
(together, "Admission"). Settlement for the Placing and Admission
is expected to take place at 8:00 a.m. (London time) on 22 April
2020. The Placing is conditional, inter alia, upon Admission
becoming effective and the placing agreement becoming unconditional
and not being terminated. Once Admission occurs, the Placing will
have been successfully completed.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary shares of one penny
each in the capital of the Company, including, without limitation,
the right to receive all future dividends and distributions
declared, made or paid after the date of issue of the Placing
Shares.
Director participation in the Placing
Each of the directors of the Company has agreed to subscribe for
Placing Shares in the Placing in the amount opposite his/her name
in the table below:
Number of Placing
Name Shares
---------------- ------------------
Nic Budden 150,000
Ian Barlow 100,000
Richard Harris 60,000
Sheena MacKay 30,000
Rosie Shapland 20,000
Patrick Franco 20,000
Alan Giles 7,112
---------------- ------------------
Smaller related party transactions
Caledonia (Private) Investments Pty Ltd. ("Caledonia") and
Platinum Investment Management Ltd. ("Platinum") are substantial
shareholders in the Company for the purposes of the Listing Rules
as a result of being 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. They are therefore each considered
to be a related party for the purposes of chapter 11 of the Listing
Rules. Caledonia has subscribed for 6,100,000 Placing Shares in the
Placing, equating to a total subscription of approximately GBP2.4m
and Platinum has subscribed for 2,800,000 Placing Shares in the
Placing, equating to a total subscription of approximately GBP1.1m.
Under Listing Rule 11.1.10R, the participations in the Placing by
Caledonia and Platinum constitute "smaller" related party
transactions and as such do not require the approval of independent
ordinary shareholders of the Company. The transactions fall within
Listing Rule 11.1.10R (smaller related party transactions) and this
announcement is made in accordance with Listing Rule
11.1.10R(2)(c).
Total voting rights
The Company's enlarged issued share capital immediately
following the issue of the Placing Shares will comprise 330,097,758
ordinary shares. There are no shares held in treasury and therefore
the total number of voting rights in the Company immediately
following the issue of the Placing Shares will be 330,097,758. This
figure may be used by shareholders 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
share capital of the Company under the Disclosure Guidance and
Transparency Rules.
For further information:
Foxtons Group plc
Nic Budden, Chief Executive Officer
Richard Harris, Chief Financial
Officer
Numis Securities (Sole Bookrunner)
Richard Thomas +44 7823 449679
Jamie Loughborough +44 7500 011331
George De Felice +44 7701 341916
Teneo
Robert Morgan/Anthony Di Natale +44 7557 413275
IMPORTANT NOTICES
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
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.
This Announcement is not for public release, publication or
distribution, 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 release,
publication or distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
United States and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States. No public
offering of the Placing Shares is being made in the United
States.
No action has been taken by the Company or Numis Securities
Limited ("Numis") or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") ("Qualified Investors"), (b) persons in the United
Kingdom who (i) have professional experience in matters relating to
investments who fall 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 are high net worth companies, unincorporated
associations or partnerships or trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order and (ii) are
Qualified Investors, or (c) otherwise, persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document, prospectus or prospectus "equivalent"
document will be made available in any jurisdiction in connection
with the matters contained or referred to in this Announcement or
the Placing and no such offering document, prospectus or prospectus
"equivalent" document is required (in accordance with the
Prospectus Regulation) to be published.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of shares is or will be made in Australia
pursuant to this Announcement, except to a person who is a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 708(11) of the Corporations Act. If any shares
are issued, they may not be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the
Corporations Act.
Any offer and sale of the Placing Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. Any resale of the Placing
Shares into 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 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 advertisement or 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"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"plan", "project" or words of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these forward --
looking statements. Many of these risks and uncertainties relate to
factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company and Numis
expressly disclaims any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise unless required to
do so by applicable law or regulation.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and for 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 giving advice in
relation to the Placing or any other matters referred to in this
Announcement.
This Announcement is being 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 or on
behalf of Numis (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) or by its affiliates or any of its or their respective
Representatives for the contents of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers or any other statement made
or purported to be made by or on behalf of Numis or any of its
affiliates or by any of its or their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Numis or any of its
affiliates or any of its or their respective Representatives as to
the accuracy, fairness, verification, completeness or sufficiency
of the information or opinions contained in 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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. 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
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
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
or profit estimate and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial periods would necessarily match or
exceed the historical published earnings per share of the
Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
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.
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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II 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 Placing Shares 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (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, Numis 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 MiFID II; 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.
LEI: 5493001HCMG6R1MYKC59
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.
END
ROIGPUACCUPUGCM
(END) Dow Jones Newswires
April 17, 2020 10:50 ET (14:50 GMT)
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