14th Jul 2016 07:00
14 July 2016
THIS ANNOUNCEMENT MUST NOT BE SENT OR TRANSMITTED, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, AND IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR TRANSMISSION WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH SEPURA REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.
Sepura PLC
("Sepura", the "Company" or the "Group")
RESULTS OF FIRM PLACING AND PLACING AND OPEN OFFER TO RAISE £65 MILLION
On 27 June 2016, the Board of Sepura announced that it had conditionally raised approximately £65 million of gross proceeds by way of a fully underwritten firm placing and placing and open offer of, in aggregate, 185,714,285 New Ordinary Shares at an Offer Price of 35 pence per New Ordinary Share (the "Capital Raising").
The Capital Raising consisted of the issue of 124,258,224 New Ordinary Shares through the Firm Placing, raising gross proceeds of £43.5 million at the Offer Price and the issue of 61,456,061 New Ordinary Shares through the Placing and Open Offer, raising gross proceeds of £21.5 million at the Offer Price. The Open Offer Shares issued pursuant to the Placing and Open Offer were placed subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing Shares were not subject to clawback and were not part of the Placing and Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 13 July 2016. The Company announces that it has received valid acceptances as to 34,223,571 New Ordinary Shares from Qualifying Shareholders under the Open Offer. A further 2,091,315 Open Offer Shares have been taken up by existing shareholders under the Excess Application Facility. The aggregate 36,314,886 Open Offer Shares subscribed for represents approximately 59.1 per cent. of the Open Offer Shares offered.
The Capital Raising is conditional, amongst other things, upon approval of Sepura Shareholders at the General Meeting to be convened at 10.00 a.m. on 15 July 2016 and Admission occurring at 8.00 a.m. on 18 July 2016 (or such later time and/or date as the Company and Liberum may agree, being not later than 25 July 2016).
Application has been made to the UKLA for the 185,714,285 New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 18 July 2016.
The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions (if any) declared, paid or made by Sepura after Admission. The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 18 July 2016 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders within six Business Days of Admission.
This announcement should be read in conjunction with the full text of the prospectus published by Sepura on 27 June 2016 (the "Prospectus"), copies of which are available on the Company's website at www.sepura.com. Capitalised terms in this announcement have the same meaning as in the Prospectus.
For further information contact
Sepura plc Gordon Watling, Chief Executive Officer Richard Smith, Chief Financial Officer Peter Connor, Investor Relations | +44 (0)12 2387 6000 |
Liberum (Sponsor and Bookrunner) Steve Pearce Steven Tredget Richard Bootle | +44 (0)20 3100 2222 |
Instinctif (Financial PR) Adrian Duffield Kay Larsen Chantal Woolcock | +44 (0)20 7457 2020 |
IMPORTANT INFORMATION
This announcement does not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S under the Securities Act (''Regulation S'')) unless the offer and sale of New Ordinary Shares, Open Offer Entitlements and Excess Offer Entitlements has been registered under the Securities Act or pursuant to an exemption from, or in transaction not subject to, the registration requirements of the Securities Act.
The New Ordinary Shares are being offered or sold outside the United States, in reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement will not be distributed in or into the United States or any of the other Restricted Jurisdictions. This announcement has not been and will not be approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States.
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no-one else in connection with the Capital Raising, and will not regard any other person as a client in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital raising, or any arrangement referred to in, or information contained in, this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum under FSMA or the regulatory regime established thereunder, Liberum, accepts no responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them, in connection with Sepura, the Group, the New Ordinary Shares, the Capital Raising and Admission. Nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, Liberum, disclaims all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this announcement or any statement purposed to be made by them, or on their behalf, in connection with Sepura, the Group, or the arrangements described in this announcement.
Neither Liberum nor any of their representatives make any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares
Related Shares:
SEPU.L