15th Jul 2016 12:15
15 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 GENERAL MEETING
The Board of Sepura announces that at the General Meeting held today to approve the Firm Placing and Placing and Open Offer to raise £65 million of gross proceeds (the "Capital Raising"), all resolutions put before the meeting were duly passed.
As required by the Listing Rules, a copy of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
A summary of the proxy votes lodged in advance of the General Meeting is shown below:
Resolutions | For | Against | Issued Share Capital Voted | Vote Withheld | |||
Number | % | Number | % | % | Number | ||
1 | Ordinary Resolution: To authorise the Directors to allot relevant securities (s.551 Companies Act 2006) pursuant to the Capital Raising, and for such allotment to be at an offer price discounted by more than 10% from the unmoved price. | 108,859,778 | 99.68% | 352,204 | 0.32% | 59.33% | 167,150 |
2 | Ordinary Resolution: To approve the issue of 38,683,682 New Ordinary Shares to Henderson Global Investors Limited. | 89,233,638 | 99.61% | 352,204 | 0.39% | 59.33% | 19,793,290 |
3 | Ordinary Resolution: To approve the issue of 15,781,093 New Ordinary Shares to Schroders Investment Management Limited. | 108,859,778 | 99.68% | 352,204 | 0.32% | 59.33% | 167,150 |
4 | Special Resolution: To disapply pre-emption rights (s.561 Companies Act 2006) pursuant to the Capital Raising. | 108,859,778 | 99.68% | 352,204 | 0.32% | 59.33% | 167,150 |
The Capital Raising remains conditional, inter alia, upon:
· Admission occurring on or before 8.00 a.m. on 18 July 2016 (or such later date as the Company and Liberum may agree, being not later than 25 July 2016); and
· the Underwriting Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.
Admission is expected to take place at 8.00 a.m. on 18 July 2016.
Upon Admission, the number of Ordinary Shares that the Company has in issue will be 370,898,177. The total number of voting rights of the Company will therefore be 370,082,470 (taking into account the 815,707 Ordinary Shares which are currently held in treasury) and this figure may be used by Sepura Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Disclosure and Transparency Rules of the FCA.
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