1st Nov 2007 07:02
Genus PLC01 November 2007 For immediate release 1 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE REPUBLIC OF IRELAND Genus plc ("Genus" or "the Company") Placing of 2,700,000 Ordinary Shares at 720 pence per share to raise £19.4 million (the "Placing") Genus plc (AIM: GNS), a world leading animal genetics company, is pleased toannounce that it has raised £19.4 million before expenses, through a placing of2,700,000 new Ordinary Shares at 720 pence each ("Placing Shares"). These shareshave been conditionally placed with institutional investors by the Company'sjoint broker, Panmure Gordon. Landsbanki Securities has acted as NOMAD andfinancial adviser to Genus on the Placing. The proceeds of the placing will be used to reduce the Company's net debt andprovide additional financial flexibility for the management team to run thebusiness. Furthermore, the directors of Genus believe that the Placing will beearnings enhancing as it will reduce the absolute and percentage rate charged onthe Company's net debt. Application will be made for admission of the Placing Shares to AIM and dealingsare expected to commence on 6 November 2007. The Placing Shares will, onAdmission, rank pari passu with the existing Ordinary Shares. As announced on 12 October 2007, the Company is progressing its move to theOfficial List, and is expecting cancellation from AIM to take placesimultaneously on 12 November 2007. Richard Wood, CEO, commented on the Placing and the current trading of theCompany: "We are very pleased with the successful Placing which has been favourablyreceived by institutions. These additional funds reduce Genus' net debt to below£100 million, resulting in reduced interest costs on the remaining debt. We arenow well placed to manage the disposal programme of the non-core assets on acontrolled basis, ensuring best value for Genus and our shareholders. The resultwill be a Company operating with improved efficiencies both structurally andfinancially. The new financial year has started well. Genus is in a unique position tobenefit from improving World agricultural markets and to continue to deliversolid long-term growth. This will arise from organic growth and productivityimprovements from further global expansion." Ends For further information please contact: Genus plc Tel: 01256 345970Richard Wood, Chief ExecutiveMartin Boden, Finance Director Landsbanki Securities (UK) Limited Tel: 020 7426 9000Nominated Adviser & Joint BrokerShaun Dobson Panmure Gordon (UK) Limited Tel: 020 7459 3600Joint BrokerDominic MorleyMark Lander (Corporate Broking) Buchanan Communications Tel: 020 7466 5000Charles Ryland / Suzanne Brocks About Genus Genus creates and sells added value products for livestock farming and foodproducers by creating advances to animal breeding through biotechnology. Itsnon-Genetically Modified Organism (GMO) technology is applicable across alllivestock species but is only commercialised by Genus in the bovine and porcinefarming sectors. Genus' worldwide sales are made in seventy countries under the trade marks "ABS"(dairy and beef cattle) and "PIC" (pigs) and comprise semen and breeding animalswith superior genetics to those animals currently in production. Customersproduce offspring with greater production efficiency, milk and meat output andquality and use these to supply the global dairy and meat supply chain. Genus' competitive edge has been created from the ownership and control ofproprietary lines of breeding animals, the biotechnology used to improve themand the Group's global production and distribution network. Headquartered in Basingstoke, England, Genus companies operate in 30 countrieson five continents, with research laboratories located in Madison, USA. APPENDIX TERMS AND CONDITIONS OF THE PLACING The Placing and the terms and conditions herein are directed exclusively atpersons selected by Panmure Gordon who are investment professionals (withinArticle 19 (5) of the Financial Service and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended)) (such category of investors being referredto as "Relevant Persons") and no other person should respond to thisannouncement. Accordingly, this announcement is exempt from the generalrestriction set out in Section 21 of FSMA on the communication of invitations orinducements to engage in investment activity and has not been approved by aperson who is authorised under the FSMA. The issue of the Placing Shares is not conditional upon the approval of theCompany's shareholders. No prospectus has been or will be published inconnection with the Placing. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only inaccordance with the AIM Rules. This announcement and the terms and conditionsherein must not be relied on, acted on or responded to by persons who are notRelevant Persons. If you are in any doubt as to whether you are a RelevantPerson you should consult a professional adviser for advice. This announcement, appendix and the information contained therein are not forpublication or distribution in any jurisdiction in which such publication ordistribution is unlawful and do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for new Ordinary Shares in anyjurisdiction, and any acquisition or application for Ordinary Shares should onlybe made on the basis of information contained in this announcement. Relevantpersons to whose attention these terms and conditions have been drawn arerequired by Panmure Gordon and the Company to inform themselves about and toobserve any such restrictions. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHERAPPLICABLE LAW OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT. THE ORDINARY SHARES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY ANYUNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OFDETERMINED THE ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARYIS A CRIMINAL OFFENCE IN THE UNITED STATES. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The information containedin this announcement is subject to change without notice and neither the Companynor Panmure Gordon assume any responsibility or obligation to update publicly orreview any of the forward-looking statements contained herein. The following definitions have been used in this announcement and appendix: "Admission" Admission of the Placing Shares to trading on AIM in accordance with the AIM Rules "AIM" the AIM market of the London Stock Exchange "AIM Rules" the rules applicable to AIM as published by the London Stock Exchange from time to time "Board" or the directors of Genus"Directors" "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo is the operator "CRESTCo" CRESTCo Limited "Existing Ordinary the 56,462,301 Ordinary Shares in issue as at theShares" date of this announcement "FSMA" Financial Services and Markets Act 2000 (as amended) "Genus" or the Genus plc and its subsidiaries"Company" "Investment Company U.S. Investment Company Act of 1940, as amendedAct""London Stock London Stock Exchange plcExchange""Ordinary Shares" ordinary shares of 10p each in the capital of the Company "Panmure Gordon " Panmure Gordon (UK) Limited "Placee" a person who subscribes for Placing Shares pursuant to the Placing on the terms and subject to the conditions contained herein "Placing" the placing by Panmure Gordon, on behalf of the Company, of the Placing Shares at the Placing Price "Placing Price" 720 pence per Ordinary Share "Placing Shares" 2,700,000 Ordinary Shares which are the subject of the Placing "Prospectus Rules" the Prospectus Rules made by the Financial Services Authority with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/ 2004 "Shareholders" holder(s) of Existing Ordinary Shares "Securities Act" The U.S. Securities Act of 1933, as amended. The Placing Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for the Company and no oneelse in connection with the Placing and will not be responsible to anyone otherthan the Company for providing the protections offered to clients of PanmureGordon or for providing advice in relation to the Placing. General These terms and conditions apply to persons making an offer to subscribe forPlacing Shares under the Placing. Each person to whom these conditions apply,as described above, who confirms his agreement to Panmure Gordon (on behalf of itself and as agent of the Company) to subscribe for Placing Shares (which mayinclude Panmure Gordon and/or its nominee(s)) hereby irrevocably agrees witheach of Panmure Gordon and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will beissued under the Placing. A Placee shall, without limitation, become so boundif and when Panmure Gordon confirms to it (i) the Placing Price and (ii) its allocation (the "Confirmation") and Panmure Gordon so notifies the Company'sregistrar on behalf of the Company. Agreement to acquire the Ordinary Shares Conditional on (i) Admission occurring on 6 November 2007 or such later date asthe Company and Panmure Gordon may agree (not being later than 13 November 2007("Long Stop Date"), and (ii) the Confirmation having been made to it, each Placee agrees to subscribe for the number of Placing Shares allocated to itunder the terms and conditions of the Placing, at the Placing Price. To thefullest extent permitted by law, each Placee acknowledges and agrees that itwill not be entitled to exercise any remedy of rescission at any time. Thisdoes not affect any other rights a Placee may have. A conditional contract notewill be dispatched as soon as possible following the Confirmation. Principal terms of the Placing Panmure Gordon is arranging the Placing as an agent for and on behalf of theCompany. Participation will only be available to persons invited to participatein the Placing by Panmure Gordon. Placees will be informed of their allocation of Placing Shares prior to confirming their participation in the Placing. There will be no commission payable to Placees in relation to the Placing Shares. Placees will participate in the Placing solely on the basis of these terms and conditions. Representations and warranties By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Panmure Gordon (for itself and as agent of the Company) that: (a) it and each person on whose behalf it is participating (in whole or in part)(if applicable) in the Placing or to whom it allocates its Placing Shares inwhole or in part: (i) has the capacity and authority and is entitled to enter into and perform itsobligations as a subscriber of Placing Shares pursuant to the terms of thePlacing and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be requiredin relation to the subscription by it of Placing Shares; (iii) is not a person who is resident in, or a citizen of, the United States,Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised underthe laws of any such jurisdiction (or an agent or nominee of such a person); (iv) acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any Stateof the United States, that the relevant clearances have not been and will not beobtained from the Securities Commission of any province of Canada and that theOrdinary Shares have not been and will not be registered under the securitieslaws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offeredor sold in the United States, Canada, Australia, the Republic of Ireland orJapan; (v) acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up,renounce, transfer or deliver directly or indirectly any Placing Shares or anypress announcement or any other offering material in connection with thePlacing within the United States, Canada, Australia, the Republic of Ireland orJapan or offer, sell, take up, renounce, transfer or deliver in favour of aresident of Canada, Australia, the Republic of Ireland or Japan; (vi) has not offered or sold and will not offer or sell any Placing Shares inthe United Kingdom prior to Admission except in circumstances which have notresulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section; (vii) it has not received a prospectus or other offering document in connectionwith the Placing and acknowledges that no prospectus or other offering documenthas been prepared in connection with the Placing; (viii) it, or the beneficial owner, as applicable, is entitled to subscribe forand/or purchase Placing Shares under the laws of all relevant jurisdictionswhich apply to it, or the beneficial owner, as applicable, and that it has fullyobserved such laws and obtained all such governmental and other guarantees andother consents in either case which may be required thereunder and compliedwith all necessary formalities; (b) it is a Relevant Person; (c) in agreeing to subscribe for Placing Shares it has received and read thisdocument including this appendix and is not relying on any information,representation or warranty relating to the Placing, Placing Shares or theCompany save as may be contained in this document and it has not relied on andis not relying on any representation or warranty or agreement by Panmure Gordonor the Company or any of their respective directors, employees or agents or anyother person except as set out in the express terms herein; (d) save where Panmure Gordon has been given prior written notice to thecontrary, in participating in the Placing it is acting as principal and for noother person and that its acceptance of that participation will not give anyother person a contractual right to require the issue by the Company of any ofthe Placing Shares; (e) it irrevocably confirms Panmure Gordon 's discretion with regard to thePlacing and agrees that Panmure Gordon does not owe it any fiduciary duties inrespect of any claim it may have relating to the Placing; (f) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents and authorities which may be requiredin connection with its participation in the Placing including without limitationto enable it to give its commitment to subscribe for Placing Shares and toperform its obligations as set out herein; that it has complied with allrequisite formalities and that it has not taken any action or omitted to takeany action which will or may result in Panmure Gordon , or the Company or anyof its directors, officers, agents, employees or advisors acting in breach ofthe legal and regulatory requirements of any territory in connection with thePlacing or its application; that it is not in a territory in which it isunlawful to make an offer to subscribe for Placing Shares; and that it will payany issue or other taxes due under any relevant non-UK laws in connection withthe Placing; (g) it acknowledges and agrees in connection with its participation in thePlacing that Panmure Gordon is not acting for it in relation to the Placing orotherwise and that Panmure Gordon will not have any duties or responsibilitiesto it for providing the protections afforded to its customers or for advisingit with regard to the Placing or the Placing Shares, nor do the contents ofthis announcement constitute the giving of investment advice by Panmure Gordonto it; (h) save where Panmure Gordon has been given prior written notice to thecontrary, it is not a person falling within subsections (6), (7) or (8) ofsections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) ofsection 96 of the Finance Act 1986 (or an agent or nominee of such person); (i) save where Panmure Gordon has been given prior written notice to thecontrary, the issue of Placing Shares to it (whether as principal, agent ornominee) will not be subject to stamp duty or stamp duty reserve tax at theincreased rates referred to in sections 67 or 93 (Depositary Receipts) orsections 70 or 96 (Clearance Services) of the Finance Act 1986; (j) in the case of a person who confirms to Panmure Gordon on behalf of a Placeean agreement to subscribe for Placing Shares and/or who authorises PanmureGordon to notify the Placee's name to the Company's registrar, that person represents and warrants that he has authority to do all such acts on behalf ofthe Placee; (k) to the extent that a Placee is subscribing for Placing Shares on behalf of athird party and prior written notice of such matter has been given to PanmureGordon as contemplated by paragraph (d) of this appendix; (i) such Placee has carried out applicable procedures to verify theidentity of such third party for the purposes of the Money LaunderingRegulations 2003 (the "Regulations"); (ii) such Placee has complied fully with its obligations pursuant to the Regulations; and (iii) such Placee will provide Panmure Gordon on demand with any informationit might require for the purposes of verification under the Regulations; (l) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002; (m) it acknowledges that the issue of the Placing Shares to it will be issuedsubject to the terms and conditions set out herein. (n) it does not expect Panmure Gordon to have any duty to it similar orcomparable to the "best execution", "suitability" and "risk warnings" rules ofthe Financial Services Authority and that it is not relying on Panmure Gordonto advise whether or not the Placing Shares are in any way a suitable investmentfor it; (o) its name and the number of Placing Shares to be subscribed or purchased byit may be disclosed if required by law or by any applicable rules orregulations including the AIM Rules or the Rules of the London Stock Exchangeplc; (p) it agrees that the Company, Panmure Gordon and others will rely upon thetruth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to Panmure Gordon on its ownbehalf and on behalf of the Company and are irrevocable; (q) agrees to indemnify and hold the Company and Panmure Gordon harmless fromany costs, claims, liabilities and expenses (including legal fees) arising outof or in connection with any breach of the representations, warranties, acknowledgments and undertakings herein and further agrees that the provision ofthe same shall survive after completion of the Placing. In the event that a Placee is not able to give the warranties in (h) and (i)above, stamp duty or stamp duty reserve tax may be chargeable or may bechargeable at a higher rate: neither Panmure Gordon nor the Company will beresponsible for any resulting liability to stamp duty or stamp duty reservetax, which shall be for the account of the Placee and in respect of which thePlacee agrees to indemnify, and keep indemnified, Panmure Gordon and theCompany. Payment, registration and settlement Each Placee undertakes to pay the Placing Price for the Placing Shares issued tosuch Placee in such manner as shall be directed by Panmure Gordon. Liabilityfor stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemedhereby to have appointed Panmure Gordon or any nominee of Panmure Gordon toplace (in one or more transactions) or to subscribe itself for any or all of the Placing Shares in respect of which payment shall not have been made asdirected by Panmure Gordon. It is expected that settlement of the Placing will occur on 6 November 2007, onwhich date each Placee must settle the full amount owed by it in respect of thePlacing Shares allocated to it. Panmure Gordon may (after consultation with theCompany) specify a later settlement date (or dates) at its absolute discretion.Payment must be made in cleared funds. The payment instructions for settlementin CREST and settlement outside of CREST will be set out in the Contract Note.The trade date of the Placing Shares is 1 November 2007. Interest is chargeabledaily on payments to the extent that value is received after the due date atthe rate per annum of 2 percentage points above the Barclays Bank plc base rate. If Ordinary Shares are to be delivered to a custodian or settlement agent of aPlacee, the relevant Placee should ensure that its Contract Note is copied anddelivered immediately to the relevant person within that organisation. Insofaras Ordinary Shares are to be registered in the name of a Placee or that of itsnominee or in the name of any person for whom the Placee is contracting asagent or that of a nominee for such person, such Ordinary Shares will, subjectas provided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. Each Placee irrevocably appoints any director of Panmure Gordon as its agent forthe purpose of executing and delivering to the Company and/or its registrarsany documents on its behalf necessary to enable it to be registered as theholder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission willtake place within the CREST system against Panmure Gordon's CREST account83801. Panmure Gordon will endeavour to meet the demands of those Placees indicatingthat they wish to hold their Placing Shares in certificated form. Miscellaneous The rights and remedies of Panmure Gordon and the Company under these terms andconditions are in addition to any rights and remedies which would otherwise beavailable to each of them and the exercise or partial exercise of one will notprevent the exercise of the others. All documents will be sent at the Placee's risk. They may be sent by post tosuch Placee at an address notified to Panmure Gordon. Each Placee agrees to be bound by the Company's articles of association (asamended from time to time) once the Placing Shares which such Placee has agreedto subscribe for have been issued to such Placee. The times and dates set out in this announcement are subject to amendment (apartfrom the Long Stop Date). Panmure Gordon will notify the Placees of and anypersons acting on their behalf of any changes. In the case of a joint agreement to subscribe for Placing Shares, references toa Placee in these terms and conditions are to each Placee who is a party tosuch agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For theexclusive benefit of Panmure Gordon and the Company each Placee irrevocablysubmits to the non-exclusive jurisdiction of the English courts in respect ofthese matters. This does not prevent an action being taken against the Placee inanother jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Genus