REG - Coats Group PLC - Acquisition - Retail Offer Launch

CoatsAnnouncement

Wed 17:00

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RNS Number : 3628R  Coats Group PLC  16 July 2025

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OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF COATS GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

 

Coats Group plc

 

Retail Offer by RetailBook

16 July 2025

 

Coats Group plc ("Coats", the "Company" or the "Group"), the world's leading
industrial thread and global footwear component manufacturer, today announces
a retail offer using the RetailBook platform (the "Retail Offer").

 

·      The Company today announces a conditional retail offer of new
Ordinary Shares via RetailBook (https://www.retailbook.com/) ;

·      The issue price for the Retail Offer Shares will be determined at
the close of the bookbuilding process;

·    Investors can take part through RetailBook's partner network of retail
brokers, wealth managers and investment platforms, (subject to such partners'
participation), which includes AJ Bell, Hargreaves Lansdown and interactive
investor;

·     Applications for Retail Offer Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

·      The Retail Offer is available to both existing shareholders and
new investors;

·      There is a minimum subscription of £ 50  per investor in the
Retail Offer;

·      No commission will be charged by RetailBook on applications to
the Retail Offer;

·      Brokers wishing to offer their customers access to the Retail
Offer and future RetailBook transactions, should
contact partners@retailbook.com (mailto:partners@retailbook.com) ;

·      UK Investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

The Retail Offer

 

The Company today announces a retail offer using the RetailBook platform (the
"Retail Offer") of new ordinary shares of 5 pence each (the "Ordinary Shares")
in the capital of the Company (the "Retail Offer Shares").

 

As separately announced today, the Company is conducting an equity placing and
retail offer (the "Capital Raise") to part-fund the acquisition and associated
costs of OrthoLite Holdings LLC  ("OrthoLite") (the "Acquisition"). Coats has
signed a definitive agreement to acquire 100% of OrthoLite for an enterprise
value of $770 million. The Acquisition accelerates Coats' strategy to create a
'super tier 2' supplier for footwear components, strengthening Coats' existing
footwear business through expansion into the attractive, high-growth premium
insole segment.

 

Further details about the proposed Capital Raise and the Acquisition, as well
as the Company's 2025 Interim Results, are available in the Company's separate
announcements made earlier today.

 

In addition to the Retail Offer, the Company is also conducting a
non-pre-emptive placing of new Ordinary Shares in the Company (the "Placing
Shares") through an accelerated bookbuild (the "Placing"). The price at which
the Placing Shares are to be placed (the "Placing Price") will be determined
at the close of the Placing. The issue price of the Retail Offer Shares will
be equal to the Placing Price. A separate announcement has been made regarding
the Placing and its terms. For the avoidance of doubt, the Retail Offer is not
part of the Placing.

 

Certain directors of the Company intend to participate in the Placing to
an aggregate value of approximately £ 500,000  at the Placing Price.

 

The net proceeds of the Capital Raise will be used to part fund the cash
consideration in connection with the Acquisition. The remainder of the cash
consideration will be funded via new debt facilities with Coats' existing
lenders.

 

The Retail Offer is conditional on the Retail Offer Shares to be issued
pursuant to the Capital Raise being admitted to listing in the Equity Shares
(Commercial Companies) category of the Official List of the Financial Conduct
Authority and admitted to trading on the main market for listed securities of
London Stock Exchange plc (together, "Admission"). Settlement for the Retail
Offer Shares and Admission are expected to take place on or before 8.00 a.m.
on  21  July 2025. Completion of the Retail Offer is conditional, inter alia,
upon the completion of the Placing.

 

Reason for the Retail Offer

 

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost, time to completion and use of management time, the
Company values its retail shareholder base  as well as wider stakeholders and
believes that it is appropriate to provide retail and other interested
investors in the United Kingdom the opportunity to participate in the Retail
Offer.

 

The Retail Offer is open to eligible investors in the Company in the United
Kingdom following the release of this announcement. The Retail Offer is
expected to close at the same time as the Placing is completed.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. Participating partners include:

 

·      [AJ Bell];

·      [Hargreaves Lansdown];  and 

·      [interactive investor]

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The Placing Shares and Retail Offer Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with existing Ordinary
Shares including the right to receive all dividends and other distributions
declared, made or paid after their date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK Investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new and existing shareholders of the Company.
To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partners.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
Retail Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection. The Retail
Offer will close at the same time as the Placing is completed. The Retail
Offer may close early if it is oversubscribed.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

For further information please contact:

 

 Coats Group plc                  +44 (0) 797 497 4690

 Chris Dyett
 RetailBook Limited               capitalmarkets@retailbook.com (mailto:capitalmarkets@retailbook.com)

 Fahim Chowdhury / Michael Ward

 FTI Consulting (Financial PR)    +44 (0) 20 3727 1340

 Nick Hasell

 Victoria Hayns

IMPORTANT NOTICES

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price under (i) the Retail
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of
€8 million. The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section 86(1)(e) and
86(4) of FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial Conduct
Authority, or for approval of the same by the Financial Conduct Authority. The
Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the new Ordinary Shares is being made in the United States. The
new Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The new Ordinary Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

END

 

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