20th May 2015 07:00
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, PLACING AND OPEN OFFER
On 1 May 2015, the Board of Sepura announced that it had entered into a conditional agreement to acquire the entire issued share capital of Teltronic, S.A.U. for €127.5 million (the "Acquisition").
The Acquisition is to be financed by the partial draw down of funds under the Group's new debt facilities of €120 million and the net proceeds of a fully underwritten Firm Placing of 37,389,203 New Ordinary Shares at 130 pence per New Ordinary Share and Placing and Open Offer of 9,149,258 New Ordinary Shares at 130 pence per New Ordinary Share to raise, in aggregate, proceeds of £56.9 million, net of expenses (the "Capital Raising"). The Open Offer Shares 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 Placed 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 19 May 2015. The Company announces that it has received valid acceptances as to 7,858,228 New Ordinary Shares from Qualifying Shareholders under the Open Offer. This represents approximately 85.9 per cent. of the Open Offer Shares offered. The remaining 1,291,030 New Ordinary Shares available under the Open Offer have been taken up by existing shareholders under the Excess Application Facility.
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 21 May 2015 and Admission occurring at 8.00 a.m. on 22 May 2015 (or such later time and/or date as the Company and Liberum may agree, being not later than 27 May 2015).
Application has been made to the UKLA for the 46,538,461 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 22 May 2015.
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 22 May 2015 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 and sent to Sepura Shareholders on 1 May 2015 (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 Steve Chamberlain, Chief Financial Officer Peter Connor, Investor Relations | +44 (0)12 2387 6000 |
Liberum (Sponsor, Financial Adviser and Bookrunner) Steve Pearce Steven Tredget Richard Bootle | +44 (0)20 3100 2222 |
Oakley Capital (Financial Adviser) Chris Godsmark James Chapman-Andrews Christian Maher | +44 (0)20 7766 6900 |
N+1 Singer Advisory LLP (Co-Manager) James Maxwell Jen Boorer | +44 (0)20 7496 3000 |
Bell Pottinger (Financial PR) Olly Scott Eve Kirmatzis | +44 (0)20 3772 2500 |
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 the Acquisition, and will not regard any other person as clients of Liberum in relation to the Capital Raising and the Acquisition, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital raising and the Acquisition, or any arrangement referred to in, or information contained in, this announcement.
Nplus1, 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 clients of Nplus1 in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Nplus1 clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.
Oakley Capital is authorised and regulated by the FCA. Oakley Capital is acting exclusively for Sepura and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition, and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Oakley Capital, nor for giving advice in connection with the Acquisition, or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum, Nplus1 or Oakley Capital under FSMA or the regulatory regime established thereunder, neither Liberum, Nplus1 nor Oakley Capital accepts any 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 Acquisition, 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, each of Liberum, Nplus1 and Oakley Capital 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 Nplus1 nor any of their representatives makes 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