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PROPOSED SECONDARY PLACING OF ORDINARY SHARES

12th Oct 2015 17:25

RNS Number : 0230C
Arrow Global Group PLC
12 October 2015
 

12 October 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN ARROW GLOBAL GROUP PLC ("ARROW" OR "THE COMPANY")

The Board of Arrow announces that it has been advised by Jefferies International Limited ("Jefferies") that, following the expiry of the two year IPO lock-up, it has been instructed by a group of Directors, employees and former employees of Arrow, and their connected persons ("the Vendors"), to sell 8.1 million existing ordinary shares in the Company ("the Placing Shares") on behalf of the Vendors via an accelerated bookbuild placing ("the Placing"). This represents in aggregate approximately 4.6 per cent of the issued capital of Arrow.

Details of the expected Placing Shares to be disposed of by the Vendors are as follows:

 

Resultant shareholding assuming all Placing Shares are sold

 

 

Vendors

Maximum number of Placing Shares

Resultant Shareholding

Resultant Shareholding as a % of Issued Share Capital

Unvested Awards

Unvested Awards as a % of Issued Share Capital

 

Tom Drury

1,096,893

3,290,679

1.89

421,653

0.24

 

Jane Drury

1,096,893

3,290,679

1.89

n/a

n/a

 

Robert Memmott

742,340

1,120,746

0.64

332,846

0.19

 

Heather Memmott

5,000

1,121,274

0.64

n/a

n/a

 

Zachary Lewy

1,862,433(1)

5,587,300

3.20

451,411

0.26

 

Stewart Hamilton

64,879

49,381

0.03

94,301

0.05

 

Leah Hamilton

20,000

77,937

0.04

n/a

n/a

 

Other employees and individuals

3,172,487

n/a

n/a

n/a

n/a

 

Total

8,060,925

 

 

 

 

          

(1) The Placing Shares are to be disposed of by Lewylang LP, a Delaware limited partnership, which is a connected person of Zachary Lewy

In the light of the placing, Tom Drury (CEO), Robert Memmott (CFO) and Zachary Lewy (Founder and CIO) have agreed that, following completion of the Placing, they and their connected persons and affiliates will not dispose of further shares in the Company for a period of at least 180 days (subject to customary exceptions). Tom Drury, Robert Memmott and Zachary Lewy retain a significant aggregate holding in the company of 8.3%. The placing is part of a planned rebalancing of their personal portfolios following the expiry of a two year lock-up agreement put in place as part of the IPO.

Commenting on the potential placing, Jonathan Bloomer, Non-Executive Chairman, said:

"The proposed placing by management, employees and former employees is an opportunity for them to rebalance their portfolios following the delivery of a successful IPO and two strong years of trading as a publicly listed company. The executive team retains significant holdings in the Company and remains fully committed to the business. The business continues to trade well, as demonstrated by the trading update released concurrently with this announcement."

The Placing will be managed by Jefferies acting as Bookrunner.

Numis Securities Limited and Jefferies are the Company's joint brokers.

The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the placing price will be decided at the close of the accelerated bookbuilding period.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the Bookrunner.

Enquiries:

Jefferies International Limited +44 (0)20 7029 8000

Nick Adams

David Watkins

Lee Morton

 

Numis Securities Limited +44 (0)20 7260 1000

Charles Farquhar

Toby Adcock

 

Jefferies International Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting on the Placing and will not be responsible to anyone other than its clients for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.

Numis Securities Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is the Company's joint broker and will not be responsible to anyone other than its client for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.

This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Arrow, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan. Arrow's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States and may not be offered or sold in the United States absent registration or an exemption from registration.

This announcement is not for publication or distribution to persons in the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

Any offer of securities to which this announcement relates is only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in 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 relates is available only to relevant persons and will be engaged in only with relevant persons.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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