TIDMCPG
RNS Number : 3181N
Compass Group PLC
19 May 2020
Compass Group PLC LEI: 2138008M6MH9OZ6U2T68
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THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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, AUSTRALIA, CANADA, 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
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
Compass Group PLC Press Release
19 May 2020
Retail Offer via PrimaryBid.com
Retail Offer
Compass Group PLC ("Compass", the "Group" or the "Company"), the
world's leading food service company, is pleased to announce a
retail offer via PrimaryBid of new ordinary shares (the "Retail
Shares") of 11 1/20 pence each in the capital of the Company (the
"Retail Offer").
As separately announced today, the Company is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the capital of the Company (the "Placing") through an
accelerated bookbuilding process (the "Bookbuilding Process"). The
price at which the Placing Shares are to be placed (the "Placing
Price") will be determined at the close of the Bookbuilding
Process. In addition, directors and members of the senior
management team of the Company intend to subscribe for new ordinary
shares in the capital of the Company alongside the Placing (the
"Subscription"), contributing approximately GBP1.1m in total.
The issue price for the Retail Shares, as well as for the shares
in the Subscription, will be equal to the Placing Price.
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
so as to minimise cost, time to completion and use of management
time at an important and unprecedented time for Compass, Compass
values its retail investor base and recognises the importance of
pre-emption rights in the UK listed company environment.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing and the Subscription, is
in the best interest of shareholders, as well as wider stakeholders
in Compass.
The net proceeds of the Retail Offer will be used to reduce
leverage and increase our liquidity. A strong balance sheet will
allow the Company to weather the crisis whilst continuing to invest
in the business to enhance its competitive advantages, support its
long term growth prospects and further consolidate its position as
the industry leader in food services.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by
applying exclusively through the www.PrimaryBid.com platform and
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The Retail Offer will be open to retail investors from 7.02 a.m.
on 19 May 2020. The Retail Offer will close at the same time as the
Bookbuilding Process is completed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis (with preference to
be given to the Company's existing retail investors), subject to
conditions (which are available to view on PrimaryBid.com).
Aggregate demand under the Retail Offer will be limited to EUR 8m,
as is legally required.
The Retail Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
for admission of the Retail Shares to the premium listing segment
of the Official List; and (ii) to London Stock Exchange plc for
admission of the Retail Shares to trading on its main market for
listed securities (together, "Admission").
Settlement for the Retail Shares and Admission are expected to
take place on or before 8.00 a.m. on 21 May 2020. The Retail Offer
is conditional upon Admission becoming effective and on the placing
agreement entered into by the Company not being terminated in
accordance with its terms prior to Admission.
Enquiries
Sandra Moura, Simon Bielecki & Agatha
Investors Donnelly, Compass +44 (0) 1932 573000
Tim Danaher & Fiona Micallef-Eynaud,
Press Brunswick +44 (0) 207 404 5959
Website www.compass-group.com
PrimaryBid Limited
James Deal
Kieran D'Silva +44 (0)20 3026 4750
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. 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 distribution of this Announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any
of its affiliates, agents, directors, officers or employees that
that would permit an offer of the Retail Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY 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 HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold 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 the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or
achievements to differ materially from those in the
forward-looking statements include, among others, the macroeconomic
and other impacts of COVID-19, economic and business cycles, the
terms and conditions of the Company's financing arrangements,
foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or
assets and trends in the Company's principal industries. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company and its directors each expressly disclaim
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, the Listing Rules, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules, the rules of the
London Stock Exchange or the FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
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. The Retail Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
Note to Editors
a) Compass Group PLC is the world's leading food service
company, which generated annual revenues of GBP25.2 billion in the
year to 30 September 2019. It operates in around 45 countries,
employs and engages over 600,000 people and serves over 5.5 billion
meals a year. The Group specialises in providing food and a range
of support services across the core sectors of Business &
Industry, Healthcare & Seniors, Education, Sports & Leisure
and Defence, Offshore & Remote, with an established brand
portfolio.
b) A copy of this release, together with all other recent
announcements and presentations can be found on Compass Group's
website at www.compass-group.com .
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
OUPGPUWAAUPUUCB
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May 19, 2020 02:01 ET (06:01 GMT)
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