TIDMTRI
RNS Number : 5468Q
Trifast PLC
19 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES (AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR JERSEY OR IN OR
INTO ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
19 June 2020
Trifast plc
("Trifast", the "Company")
Results of Placing
Trifast is pleased to announce the successful completion of the
placing announced earlier today by the Company (the "Placing").
Peel Hunt LLP ("Peel Hunt") has placed a total of 12,448,132 new
ordinary shares of five pence each in the share capital of the
Company (the "Placing Shares") at a price of 120.5 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP15m. The Placing Price represents a discount of
9.7 per cent. to the closing price of 133.5 pence per share on 18
June 2020. The Placing Shares being issued represent approximately
10.1 per cent. of the issued share capital of the Company prior to
the Placing.
Applications have 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 23 June
2020 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, amongst other things, Admission
becoming effective by 8.00 a.m. on 2 July 2020 (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.
Broker option
The broker option referred to in the Company's announcement of
earlier today (the "Broker Option") is available to meet additional
demand from institutional investors and certain other investors and
closes at 5.00 p.m. on 22 June 2020. Investors should note the
terms and conditions for applying for and subscribing for shares in
the Broker Option which are appended to the announcement of the
launch of the Placing made by the Company earlier today. Peel Hunt
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as Peel Hunt may determine.
If a stockbroker receives an allocation of shares in the Broker
Option, such stockbroker will determine whether and how to
distribute such shares to its clients in accordance with the
stockbroker's own internal policies. Accordingly, there can be no
guarantee of any minimum level of participation (or of any
participation at all) for investors.
Director participation
Certain Directors and PDMRs of Trifast have subscribed, in
aggregate, for 20,000 Placing Shares at the Placing Price. The
related party transactions involving each of the Directors are
exempt small transactions pursuant to paragraph 1 of Annex 1 to
Chapter 11 of the Listing Rules. The interests of the Directors who
have participated in the Placing in the issued share capital of the
Company, as enlarged by the Placing and immediately following
Admission, are set out below:
Director/PDMR No. of Ordinary Placing Holding % of enlarged
Shares currently Shares subscribed following issued share
held for Admission capital after
Placing
--------------- ------------------ ------------------- ----------- ---------------
Mark Belton 366,822 10,000 376,822 0.3%
Endy Chin 39,370 10,000 49,370 0.0%
--------------- ------------------ ------------------- ----------- ---------------
Smaller related party transaction
Castlefield Investments ("Castlefield") is a related party to
the Company, as defined in the Listing Rules. Castlefield has
subscribed for 775,000 shares (GBP0.9 million) in the Placing,
which constitutes a Smaller Related Party Transaction pursuant to
Listing Rule 11.10.1R.
Enquiries please contact:
------------------------------------------
Trifast plc
Jonathan Shearman, Non-Executive Chairman
Mark Belton, Chief Executive Officer
Clare Foster, Chief Financial Officer
Office: 44 (0) 1825 747630
Email: corporate.enquiries@trifast.com
Peel Hunt LLP
Broker & financial adviser
Alastair Rae
Sohail Akbar
Mike Bell
Sam Cann
Tel: 44 (0)20 7418 8900
TooleyStreet Communications
IR & media relations
Fiona Tooley
Tel: 44 (0)7785 703523
Email: fiona@tooleystreet.com
IMPORTANT NOTICES
The distribution of this announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Peel
Hunt or any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, advisers
and/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 into whose possession this Announcement comes are
required by the Company and Peel Hunt to inform themselves about,
and to observe, such restrictions.
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 Prospectus Regulation (EU)
2017/1129 as amended from time to time to be published. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser, or tax adviser for
legal, financial, business or tax advice.
This Announcement and the information contained herein is
restricted and may not be published, distributed or transmitted by
any means or media, directly or indirectly, in whole or in part, in
or into the United States (including its territories and
possessions, any State of the United States and the District of
Columbia), Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. This Announcement is for
information purposes only and is not an offer a securities in any
jurisdiction. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. 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, Australia, Canada, Japan, South Africa or any other
jurisdiction in which the same would be unlawful.
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
jurisdiction of the United States of America (including its
territories and possessions, any state of the United States and the
District of Columbia), and may not be offered, sold or transferred,
directly or indirectly, in 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. Accordingly, the Placing Shares
are being offered and sold only outside of the United States in
offshore transactions in reliance in Regulation S under the
Securities Act and otherwise in accordance with applicable laws.
There will be no public offering of Placing Shares in the United
States or elsewhere.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (" FCA "), is acting
exclusively for the Company and for no-one else in relation to the
Placing, the content of this announcement and other matters
referred to in this announcement. Peel Hunt will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Placing, the content of this announcement
or any other matters referred to in this announcement and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for giving advice to any
person in relation to the Placing, the content of this announcement
or any other matter referred to in this announcement.
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 nor by any of its Representatives as to, or in relation to,
the contents, 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, or any other
statement made or purported to be made by or on behalf of Peel Hunt
or any of its Representatives, 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 and investors may not get back the full
amount invested upon the disposal of the shares. 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
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 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 for the current or future financial periods 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.
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.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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 the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) 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, Peel Hunt 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.
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
ROIFLMJTMTIBBPM
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June 19, 2020 09:51 ET (13:51 GMT)
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