TIDMYNGA
RNS Number : 0528R
Young & Co's Brewery PLC
25 June 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY 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.
For immediate release
25 June 2020
Young & Co.'s Brewery, P.L.C.
("Young's" or "the Company")
Results of Placing
Young's announces the successful completion of an equity issue
raising gross proceeds of GBP88.4 million.
This included a placing of new A ordinary shares in the capital
of the Company ("A Placing Shares") and new non-voting ordinary
shares in the capital of the Company ("NV Placing Shares")
announced yesterday (the "Placing").
The Placing raised gross proceeds of approximately GBP 85.5
million. A total of 4,263,453 A Placing Shares and 4,900,000 NV
Placing Shares (together, the "Placing Shares") have been placed by
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
and Panmure Gordon (UK) Limited ("Panmure Gordon" and, together
with J.P. Morgan Cazenove, the "Joint Bookrunners") at a price of
1,160 pence per A Placing Share (the "A Placing Price") and 735
pence per NV Placing Share (the "NV Placing Price").
The concurrent offer made by the Company for retail investors to
subscribe for new A ordinary shares in the capital of the Company
(the "Retail Shares") via the PrimaryBid platform (the "Retail
Offer") raised further gross proceeds of approximately GBP2.7
million.
In addition, in conjunction with the Placing, certain directors
of the Company and/or persons closely associated with them have
agreed to subscribe for an aggregate of 13,393 new A ordinary
shares in the capital of the Company and 10,755 new non-voting
ordinary shares in the capital of the Company (the "Subscription
Shares"), at the A Placing Price and the NV Placing Price,
respectively, pursuant to subscription letters entered into with
the Company (the "Subscription").
The aggregate gross proceeds raised through the Placing, the
Retail Offer and the Subscription were approximately GBP88.4
million. The Placing Shares, the Retail Shares and the Subscription
Shares represent in aggregate approximately 19.2 per cent of the
total existing issued ordinary share capital of Young's prior to
the Placing.
The Placing Shares, the Retail Shares and the Subscription
Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing A ordinary shares of 12.5
pence in the capital of the Company or the existing non-voting
ordinary shares of 12.5 pence in the capital of the Company, as
applicable. In accordance with the Company's articles of
association, holders of the A ordinary shares have the right to
receive notices of general meetings and to attend, speak and vote
at them; those rights do not apply to holders of the non-voting
ordinary shares. Holders of the A ordinary shares and the
non-voting ordinary shares have equal rights for all purposes with
respect to participation in the profits or assets of the
Company.
Applications have been made to the London Stock Exchange plc
(the "LSE") for the admission of the Placing Shares, the Retail
Shares and the Subscription Shares to the LSE's AIM market
(together, "Admission"). It is expected that Admission will become
effective on or before 8.00 a.m. on 29 June 2020. The Placing, the
Retail Offer and the Subscription are each conditional upon,
amongst other things, Admission becoming effective and upon the
placing agreement between the Company and the Joint Bookrunners not
being terminated in accordance with its terms.
Following Admission, the total number of shares in issue in
Young's will be 34,389,940 A ordinary shares and 24,070,755
non-voting ordinary shares. Young's does not currently hold any A
ordinary shares or non-voting ordinary shares as treasury shares.
Therefore, following Admission, the total number of voting shares
in Young's in issue will be 34,389,940.
Contacts:
Young's 020 8875 7000
Patrick Dardis, Chief Executive / Mike Owen, Chief Financial
Officer
J.P. Morgan Cazenove (AIM nominated adviser and joint broker)
020 7742 4000
James Mitford / Anastasia Volnova
Barry Meyers / Edward Digby
Panmure Gordon (Joint broker) 020 7886 2500
Erik Anderson / Daniel Norman
Oliver Cardigan / Alex Penney
MHP Communications 07551 170 451
Tim Rowntree / Alistair de Kare-Silver youngs@mhpc.com 020 3128
8527
IMPORTANT NOTICES
This announcement (the "Announcement") and the information
contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction. This
Announcement has not been approved by the LSE. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares, the Retail Offer Shares and the Subscription
Shares (together, the "Offer 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 other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, 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. The Offer Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Offer Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan,
the Republic of South Africa.
No public offering of securities is being made in the United
States.
In Canada, t he Offer Shares may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Offer Shares must be made
in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities
laws. Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this Announcement (or any subsequent announcement
amending or supplementing this Announcement) contains a
misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult
with a legal advisor. Pursuant to section 3A.3 of National
Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
Managers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this offering.
In Switzerland, the offering of the Offer Shares is exempt from
the requirement to prepare and publish a prospectus under the Swiss
Financial Services Act ("FinSA") because such offering is made to
professional clients within the meaning of the FinSA only and the
Offer Shares will not be admitted to trading on any trading venue
(exchange or multilateral trading facility) in Switzerland. This
Announcement does not constitute a prospectus pursuant to the
FinSA, and no such prospectus has been or will be prepared for or
in connection with the offering of the Offer Shares.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Offer Shares; and the Offer Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the Offer Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Japan
or the Republic of South Africa or to any investor located or
resident in Canada. No public offering of the Offer Shares is being
made in the United States, United Kingdom or elsewhere. All offers
of the Offer Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
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) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling 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"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons together being referred to
as "Relevant Persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
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 J.P.
Morgan Securities plc and Panmure Gordon (UK) Limited (the
"Managers"), or by any of their affiliates or agents 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 therefore is expressly disclaimed.
The Managers are authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. The
Managers are acting solely for the Company and 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 nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Managers by FSMA or by the regulatory regime
established under it, neither the Managers nor any of their
affiliates accept any responsibility whatsoever for the contents of
the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of the
Managers or any of their affiliates in connection with the Company,
the Placing Shares or the Placing. The Managers and each of their
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 the
Managers or any of their affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement. The Managers are not acting for the Company with
respect to the Retail Offer or the Subscription.
In connection with the Placing, the Managers may release
communications to the market as to the extent to which the book is
"covered". A communication that a transaction is, or that the books
are, "covered" refers to the position of the order book at that
time. It is not an assurance that the books will remain covered,
that the transaction will take place on any terms indicated or at
all, or that if the transaction does take place, the securities
will be fully distributed by the Managers.
In connection with the Placing, each of the Managers and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, each
of the Managers and any of their affiliates acting in such
capacity. In addition, each of the Managers and any of their
affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which each of the Managers and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. None of the Managers intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Each of the Managers and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Managers and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
The distribution of this Announcement and/or the offering of the
Offer Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or the Managers or any of
their respective affiliates that would, or which is intended to,
permit an offering of the Offer Shares in any jurisdiction or
result in the possession or distribution of this Announcement or
any other offering or publicity material relating to the Offer
Shares in any jurisdiction where action for that purpose is
required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Managers to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties
and assumptions, the recipient should not place undue reliance
on these forward-looking statements as a prediction of actual
results or otherwise.
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 Offer Shares. Any investment
decision to buy Offer Shares in the Placing must be made solely on
the basis of publicly available information, which has not been
independently verified by the Managers.
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
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing and the
Retail Offer Shares will not be admitted to trading on any stock
exchange other than the AIM market operated by the LSE.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
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 securities 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, the Managers 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES
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
ROIEASKSADKEEEA
(END) Dow Jones Newswires
June 25, 2020 02:00 ET (06:00 GMT)
Young & Co's Brewery (LSE:YNGA)
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De Mar 2024 a Abr 2024
Young & Co's Brewery (LSE:YNGA)
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