27th Sep 2017 17:42
27 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN K3 CAPITAL GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF K3 CAPITAL GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
K3 CAPITAL GROUP PLC
("K3" or the "Company")
Proposed secondary placing of 3,165,787 Existing Ordinary Shares in the Company
K3 Capital Group plc (the "Company"), a leading business and company sales specialist in the UK, today announces that it has been notified by certain Directors and senior management of the Company, being Anthony (Tony) Ford (Executive Deputy Chairman), John Rigby (Chief Executive Officer), Andrew (Andy) Melbourne (Chief Financial Officer), Simon Daniels (Head of Sales) and Matthew Clancy (Head of Operations) (the "Selling Shareholders"), of their intention to sell, in aggregate, 3,165,787 ordinary shares of 1 penny each in the Company ("Placing Shares") at a price of 150 pence per Placing Share in the Company (the "Placing"), in order to satisfy strong institutional demand. The Placing Shares are intended to be sold with the rights to the final dividend payment for the year ended 31 May 2017 of 4.4 pence per Placing Share, subject only to the passing of the relevant resolution at the Company's Annual General Meeting on 27 October 2017.
finnCap Ltd ("finnCap") is acting as bookrunner in relation to the Placing ("Bookrunner").
The sale of the Placing Shares will be effected by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement ("Bookbuild"). A further announcement will be made following completion of the Bookbuild.
The timing for the close of the Bookbuild and the distribution of allocations will be at the absolute discretion of finnCap.
The Selling Shareholders (excluding John Rigby and Tony Ford) have undertaken to the Company and finnCap that they will not dispose of any further Ordinary Shares for a period ending on the second anniversary of completion of the Placing (subject to customary exceptions), John Rigby has undertaken to the Company and finnCap that he will not dispose of any further Ordinary Shares for a period ending on the third anniversary of completion of the Placing (subject to customary exceptions) and Tony Ford's lock-in agreement dated 5 April 2017 shall remain in force (the "Lock in Periods"). Following the expiration of the Lock in Periods, a customary one year orderly market agreement will apply. The independent directors of the Company, being Ian Mattioli and Martin Robinson (the "Independent Directors"), have confirmed on behalf of the Company the release of the Selling Shareholders from their existing lock-in periods for the purposes of the Placing in order to satisfy strong institutional demand on the basis that replacement undertakings on the terms set out above are given by John Rigby, Andrew Melbourne, Matthew Clancy and Simon Daniels for the extended duration of the Lock in Periods.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
The Selling Shareholders have entered into a block trade agreement with finnCap to act as Bookrunner.
The Placing Shares represent in aggregate approximately 7.50% of the issued share capital of the Company. Details of the numbers of Placing Shares to be disposed of by the Selling Shareholders are as follows:
Resultant holding assuming all Placing Shares sold | ||||
Director/ PDMR | Current shareholding | Number of Placing Shares | Ordinary Shares | % |
Tony Ford | 8,442,105 | 844,210 | 7,597,895 | 18.00 |
John Rigby | 8,442,105 | 844,210 | 7,597,895 | 18.00 |
Andrew Melbourne | 675,854 | 211,052 | 464,802 | 1.10 |
Simon Daniels | 3,379,310 | 844,210 | 3,379,310 | 6.01 |
Matthew Clancy | 1,689,655 | 422,105 | 1,689,655 | 3.00 |
For further information please contact:
K3 Capital Group plc | Tel: c/o Newgate 020 7680 6550 |
John Rigby, Chief Executive Officer | www.k3capitalgroupplc.com |
Andrew Melbourne, Chief Financial Officer | |
finnCap Ltd (Nominated Adviser and Sole Broker) | Tel: 020 7220 0500 |
Jonny Franklin-Adams, Emily Watts, Anthony Adams (Corporate Finance) | |
Tim Redfern, Richard Chambers (Corporate Broking) | |
Newgate Communications Ltd (Financial PR) | Tel: 020 7680 6550 |
Alistair Kellie, Zoë Pocock, James Ash |
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) 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 announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States (as defined in Regulation S 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 the securities laws of any relevant State or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Selling Shareholders, finnCap or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, finnCap or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction, or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares, in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders and finnCap to inform themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholders, finnCap or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, finnCap or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.
finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on finnCap by FSMA, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.
References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.
Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.
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.
Related Shares:
K3C.L