REG - Big Yellow Group PLC - Results of Capital Raise

Big YellowAnnouncement

11/10/2023 07:15

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RNS Number : 7626P  Big Yellow Group PLC  11 October 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

11 October 2023

 

Big Yellow Group PLC

 

RESULTS OF CAPITAL RAISE

 

Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased to announce
the successful completion of the placing of new ordinary shares of 10 pence
each (the "Placing") and retail offer (the "Retail Offer") announced yesterday
(together, the "Capital Raise").

A total of 11,470,212 new Ordinary Shares in the Company (the "Placing
Shares") have been placed by Barclays Bank PLC ("Barclays") and J.P. Morgan
Securities plc, which conducts its UK investment banking activities as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC" and, together with Barclays,
the "Joint Bookrunners") at a price of 945 pence per Placing Share (the
"Placing Price"), with existing and new institutional investors, raising gross
proceeds of approximately £108.4 million.

The executive directors of the Company (the "Executive Directors") have agreed
to participate in the Placing for an aggregate of 301,586 Placing Shares at
the Placing Price, representing gross proceeds of approximately £2.85
million.

Concurrently with the Placing, retail investors have subscribed in the
separate offer made by the Company via the PrimaryBid platform for a total of
170,000 new Ordinary Shares (the "Retail Offer Shares") at the Placing Price,
raising gross proceeds of approximately £1.6 million.

Together, the Placing and Retail Offer in aggregate comprise 11,640,212 new
Ordinary Shares, and will raise gross proceeds of approximately £110 million.
The Placing Price represents a discount of 2.88 per cent. to the closing share
price of 973 pence on 10 October 2023. The Placing Shares and the Retail Offer
Shares (together, the "New Ordinary Shares") being issued represent
approximately 6.3 per cent. of the existing issued ordinary share capital of
the Company prior to the Capital Raise.

Applications have been made for the New Ordinary Shares to be admitted to the
premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the main market of London Stock Exchange plc
(together, "Admission"). It is expected that Admission will take place on or
before 8.00 a.m. on 13 October 2023 and dealings in the New Ordinary Shares
will commence at that time. The Capital Raise is conditional upon, amongst
other things, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.

For the purposes of the Disclosure Guidance and Transparency Rules, the total
issued share capital of the Company following Admission will consist of
196,195,287 ordinary shares of 10 pence each with one voting right per share.
The Company does not hold any shares in treasury.

The total number of voting rights in the Company following Admission will
therefore be 196,195,287, which is the figure which may be used by
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 Guidance and Transparency
Rules.

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of 10 pence each in
the capital of the Company ("Ordinary Shares") including the right to receive
all dividends and other distributions declared, made or paid after the date of
issue.

The following Executive Directors have agreed to subscribe for the number of
Placing Shares at the Placing Price opposite their name as set out below:

 Name            Number of Placing Shares
 Nicholas Vetch  264,550
 James Gibson    31,746
 John Trotman    2,116
 Adrian Lee      3,174

 

Smaller Related Party Transaction

 

Funds and accounts under management by direct and indirect investment
management subsidiaries of BlackRock Inc. ("BlackRock")" hold more than 10 per
cent. of the issued share capital in the Company. Blackrock is therefore a
substantial shareholder in the Company for the purposes of the Listing Rules
and is considered to be a related party for the purposes of Listing Rules.
BlackRock has agreed to subscribe for 1,600,000 Placing Shares in the Placing,
amounting to a total subscription of approximately £15.1 million. The
participation in the Placing by BlackRock constitutes a "smaller" related
party transaction and falls within Listing Rule 11.1.10 R(1) and this
announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

This Announcement contains inside information for the purposes of the Market
Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of retained
EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). The person responsible for arranging for the release of this
Announcement on behalf of the Company is John Trotman, Chief Financial
Officer.

Big Yellow Group PLC LEI: 213800W7Q4V2ZI8LIW31

 

For further information, please contact:

 

Big
Yellow
 
           01276 477 811

Nicholas Vetch (Executive Chairman)

James Gibson (Chief Executive)

John Trotman (Chief Financial Officer)

Shauna Beavis (Company Secretary)

 

Barclays (Joint Global Coordinator and Joint
Bookrunner)
           020 7623 2323

Bronson Albery

Tom Macdonald

Edouard Asselin

Dominic Harper

 

J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner)
               020 7742 4000

James A. Kelly

Paul Pulze

Virginie de Grivel Nigam

Roie Spitzer

 

Teneo

Charlie
Armitstead
                                   020 7260
2700

 

 

 

Pre-Emption Group Reporting

 

The Capital Raise is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 

 Name of issuer        Big Yellow Group PLC
 Transaction details   In aggregate, the Capital Raise of 11,640,212 New Ordinary Shares (comprising
                       11,470,212 Placing Shares and 170,000 Retail Offer Shares) represents
                       approximately 6.3% of the Company's issued ordinary share capital.

                       Settlement for the New Ordinary Shares and Admission is expected to take place
                       on or before 8.00 a.m. on 13 October 2023.
 Use of proceeds       The net proceeds of the Capital Raise will be used to build out the Group's
                       existing pipeline of stores.
 Quantum of proceeds   In aggregate, the Capital Raise raised gross proceeds of approximately £110
                       million and net proceeds of approximately £107 million.
 Discount              The Placing Price of 945 pence represents a discount of 2.88 per cent. to the
                       closing share price of 973 pence on 10 October 2023.
 Allocations           Soft pre-emption has been adhered to in the allocations process. Management
                       was involved in the allocations process, which has been carried out in
                       compliance with the MiFID II Allocation requirements. Allocations made outside
                       of soft pre-emption were preferentially directed towards existing shareholders
                       in excess of their pro rata, and wall-crossed accounts.
 Consultation          The Joint Bookrunners undertook a pre-launch wall-crossing process, including
                       consultation with major shareholders, to the extent reasonably practicable and
                       permitted by law.
 Retail investors      The Capital Raise included a Retail Offer, for a total of 170,000 Retail Offer
                       Shares, via the PrimaryBid platform.

                       Retail investors, who participated in the Retail Offer, were able to do so at
                       the same Placing Price as all other investors participating in the Placing.

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through PrimaryBid's platform
                       via its partner network (covering 60+ FCA registered intermediaries) and
                       through PrimaryBid's free-to-use direct channel. Investors had the ability to
                       participate in this transaction through ISAs and SIPPs, as well as General
                       Investment Accounts (GIAs). This combination of participation routes meant
                       that, to the extent practicable on the transaction timetable, eligible UK
                       retail investors (including certificated retail shareholders) had the
                       opportunity to participate in the Capital Raise alongside institutional
                       investors.

                       Allocations in the Retail Offer were preferentially directed towards existing
                       shareholders in keeping with the principle of soft pre-emption.

 

IMPORTANT NOTICE

This Announcement is for information purposes only, is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, underwrite, sell or issue or the solicitation of an offer to
purchase or subscribe, sell, acquire, dispose of the New Ordinary Shares or
any other security in the United States (including its territories and
possessions, any state of the United States and the District of Columbia,
collectively the "United States"), Australia, Canada, Japan, or South Africa
or in any jurisdiction in which, or to any persons to whom, such offering,
solicitation or sale would be unlawful.

No offering document or prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
to be published in accordance with Prospectus Regulation (EU) 2017/1129 (the
"EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended)
(the "UK Prospectus Regulation").

The New Ordinary Shares have not been and will not be registered under the
United States 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 may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offering of the New Ordinary Shares in the United States,
the United Kingdom or elsewhere.

The New Ordinary Shares have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission or
any 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.

A prospectus qualifying the New Ordinary Shares for distribution has not been,
and will not be, filed with any securities commission or similar regulatory
authority of any jurisdiction of Canada. No such authority has reviewed,
expressed an opinion about or in any way passed upon the Placing or the New
Ordinary Shares, and it is an offence to claim otherwise. Any offering of the
Placing Shares in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on
exemptions from the requirements under applicable Canadian securities laws
that the Company file and obtain a receipt for a prospectus for any
distribution of securities. No offer of securities was made in Canada except
to a person who has represented to the Company and each of the Joint
Bookrunners that such person (i) is purchasing as principal for its own
account, or is deemed under applicable Canadian securities laws to be
purchasing as principal , for investment only and not with a view to resale or
distribution; (ii) is both an "accredited investor" as defined in section 1.1
of National Instrument 45-106 - Prospectus Exemptions of the Canadian
Securities Administrators (or, in Ontario, as defined in section 73.3(1) of
the Securities Act (Ontario), as applicable) and also a "permitted client" as
defined in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; and (iii) was not created, and is not used, solely
to purchase or hold securities as an accredited investor. Any resale of
Placing Shares into Canada or acquired by a Canadian investor in the Placing
must be made in accordance with applicable Canadian securities laws, which may
vary depending on the relevant jurisdiction (both of the investor and the
person to whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements or
pursuant to an available exemption therefrom. These resale restrictions may
under certain circumstances apply to resales of Placing Shares outside of
Canada.

This Announcement and the placing of the Placing Shares does not constitute,
advertise or relate to an offer to the public (as defined in the South African
Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the
sale of or subscription for, or the solicitation of an offer to buy or
subscribe for, securities or an opportunity to invest in a collective
investment scheme in South Africa (as contemplated in the South African
Collective Investment Scheme Control Act, No 45 of 2002). In South Africa, the
Placing Shares were only offered to financial institutions and other persons
who are referred to in section 96(1)(a) of the SA Companies Act, or persons
who subscribe, as principal, for the Placing Shares at a total acquisition
cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act ("SA Qualifying Investor"). Any person who is not a SA
Qualifying Investor was not be entitled to acquire any securities offered for
sale or subscription as described in this Announcement or otherwise act
thereon. This Announcement does not, nor is it intended to, constitute a
prospectus registered under the SA Companies Act and accordingly, does not
comply with the substance and form requirements for prospectuses set out in
the SA Companies Act and the South African Companies Regulations of 2011. No
prospectus has been lodged with, or registered by, the South African Companies
and Intellectual Property Commission. Nothing in this Announcement should be
viewed, or construed, as "advice" as that term is used in the South African
Financial Markets Act, No 19 of 2012, as amended ("FMA") or "advice" and/or an
"intermediary service" as those terms are used in the South African Financial
Advisory and Intermediary Services Act, No 37 of 2002, as amended (the "SA
FAIS Act") and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. It is the responsibility of any SA Qualifying
Investor to ensure they or it have obtained all required approvals in terms of
the financial surveillance or "exchange control" regulations promulgated under
the South African Currency and Exchanges Act, 1933, and any rulings issued
pursuant thereto.

No prospectus has been lodged or filed with, or registered by, the Australian
Securities and Investments Commission, any securities commission or similar
regulatory authority of any Canadian jurisdiction, the Japanese Ministry of
Finance or the South African Companies and Intellectual Property Commission;
and the Placing Shares have not been, and nor will they be, registered or
qualified for public distribution under the securities laws of any state,
province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into, Australia, Canada, Japan or South Africa
or any other jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Canada, Japan or
South Africa.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (Cth) ("Corporations Act") and will not be lodged with
the Australian Securities and Investments Commission. No offer of shares is or
will be made in Australia pursuant to this Announcement, except to a person
who is a "sophisticated investor" within the meaning of section 708(8) of the
Corporations Act or a "professional investor" within the meaning of section
708(11) of the Corporations Act. If any shares are issued, they may not be
offered for sale (or transferred, assigned or otherwise alienated) to
investors in Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under Part 6D.2 of
the Corporations Act.

The distribution of this Announcement and the Capital Raise and/or the offer
or sale of the New Ordinary Shares in certain jurisdictions may be restricted
by law. No action has been taken which would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required to
inform themselves about, and to observe, any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This Announcement is directed only at: (a) persons in a member state of the
European Economic Area who are "qualified investors" (within the meaning of
the EU Prospectus Regulation), (b) persons in the United Kingdom who are
"qualified investors" (within the meaning of the UK Prospectus Regulation) (i)
who have professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) who are high net worth entities or other persons falling
within Article 49(2)(a) to (d) of the Order; and (c) those persons to whom it
may otherwise be lawfully communicated (all such persons referred to above
being "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. Any investment in connection with the Placing
will only be available to, and will only be engaged with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.

Each of Barclays and J.P. Morgan Cazenove is authorised in the United Kingdom
by the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Each of
Barclays and J.P. Morgan Cazenove is acting exclusively for the Company and
no-one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as its client in
relation to the Placing or any other matter referred to in this Announcement,
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Barclays or its affiliates or of J.P.
Morgan Cazenove or its affiliates, or for providing advice in relation to the
Placing or any other matter referred to in this Announcement. None of the
Joint Bookrunners or any of their respective affiliates is acting for the
Company with respect to the Retail Offer.

This Announcement is being issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Joint Bookrunners or any of their respective
affiliates or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of either of the Joint
Bookrunners or any of their respective affiliates in connection with the
Company, the New Ordinary Shares or the Capital Raise and any responsibility
and liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed. No representation or warranty, express or implied, is
made by either of the Joint Bookrunners or any of their respective affiliates
as to the accuracy, fairness, verification, completeness or sufficiency of the
information contained in this Announcement and 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.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any indication in this Announcement of
the price at which the Company's shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or
to imply that the earnings of the Company for the current or future financial
years will necessarily match or exceed the historical or published earnings of
the Company. The price and value of securities can go down as well as up.

The New Ordinary Shares to be issued pursuant to the Capital Raise will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Capital Raise. Investors and
prospective investors should conduct their own investigation, analysis and
evaluation of the business and data described in this Announcement. The
contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

 

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