REG - Conygar Investmnt Co - Launch of ZDP Issue

Conygar Investment CoAnnouncement

28/09/2023 07:00

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RNS Number : 9059N  Conygar Investment Company PLC(The)  28 September 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF
LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 ("MAR") WHICH IS PART OF UK LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF
THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

 

PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS
ANNOUNCEMENT.

 

 

28 September 2023

 

The Conygar Investment Company PLC (the "Company")

Conygar ZDP PLC (the "Issuer")

 

Launch of ZDP Issue

 

Further to the announcement on 22 May 2023, the board of the Company announces
the issue of 15,000,000 zero dividend preference shares ("ZDP Shares")  by
the Issuer to raise £15 million through a placing (the "Placing") and parent
subscription (the "Parent Subscription" and together with the Placing the
"Issue").The net proceeds from the issue of the ZDP Shares are expected to be
utilised to further continue development of The Island Quarter site in
Nottingham City Centre.

 

·      ZDP Shares will be issued at an issue price of 100 pence per ZDP
Share (the "Issue Price").

·      The term of the ZDP Shares will be five years.

·      The ZDP Shares will have a final capital entitlement of 153.86
pence per share, equivalent to a gross redemption yield of 9.0 per cent.

·      None of the Issuer, the Company nor any member of the Company's
group will issue further zero dividend preference shares at a price which has
the effect of reducing the cover for the ZDP Shares, at the time of such
issue, below 2 times.

 

Institutional investors wishing to participate in the Placing should contact
their usual Liberum sales representative ahead of the latest time and date for
receipt of commitments under the Placing, being 3.00 p.m. on 29 September
2023.

 

Upon completion of the Placing, the Company will publish a listing document
(the "Listing Document") to enable the ZDP Shares to be admitted to the
Official List of The International Stock Exchange.

 

The Listing Document is expected to be published on 3 October 2023.
Applications will be made to The International Stock Exchange for the ZDP
Shares issued pursuant to the Issue to be admitted to the Official List of The
International Stock Exchange ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 4 October 2023.

 

 

Enquiries:

 

 The Conygar Investment Company PLC      +44 (0) 20 7258 8670

                                         Robert Ware / David Baldwin

 Liberum Capital Limited

 Financial Adviser and Sole Bookrunner   +44 (0)20 3100 2000

                                         Chris Clarke / Darren Vickers / Owen Matthews / Will King

                                         +44 (0)20 3100 2185

 Nominated Adviser and Broker            Richard Lindley /Jamie Richards

 Temple Bar Advisory (Public Relations)  +44 (0)7795 425580

                                         Alex Child-Villiers

                                         +44 (0)7827 960151

                                         Will Barker

 

IMPORTANT NOTICE

 

This announcement contains inside information for the purposes of Article 7 of
MAR. Upon publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR. The person
responsible for arranging the release of this announcement on behalf of the
Issuer and the Company is David Baldwin.

 

The value of the ZDP Shares can fall as well as rise due to stock market
movements. If you sell your investment prior to the redemption date, you may
get back less than you originally invested. The final capital entitlement is
not guaranteed.

Liberum, which is a member of the London Stock Exchange, is authorised and
regulated in the UK by the FCA and is acting exclusively for the Issuer and
the Company in connection with the Issue, Admission and any other matter
referred to in this announcement. Liberum will not regard any other person as
its client in relation to the Issue, Admission or any other transaction or
arrangement referred to in this announcement and will not be responsible to
anyone other than the Issuer and the Company for providing the protections
afforded to its clients or for providing any advice in relation to the Issue,
Admission or any other transaction or arrangement referred to in this
announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Liberum by FSMA or the regulatory regime established thereunder, Liberum
does not make any representation, express or implied, in relation to, nor
accepts any responsibility whatsoever for, the contents of this announcement
or any other statement made or purported to be made by it or on its behalf in
connection with the Issuer, the Company, the ZDP Shares, the Issue, Admission
or any other transaction or arrangement referred to 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. Liberum and
its affiliates accordingly, to the fullest extent permissible by law, disclaim
all and any responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it or they might
otherwise have to any person, other than the Issuer and the Company, in
respect of this announcement or any such statement.

 

This announcement is only directed at persons in the United Kingdom who are
qualified investors within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market, and repealing Directive 2003/71/EC as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended) and who also (i) have professional
experience in matters relating to investments and who are investment
professionals within the meaning of Article 19(5) of the Order; or (ii) fall
within article 49(2) of the Order (including certain high net worth companies,
unincorporated associations or partnerships and the trustees of high value
trusts, or other respective directors, officers or employees as described in
article 49 of the Order); or (iii) are other persons to whom this announcement
for the purposes of section 21 of FSMA can otherwise lawfully be made without
further action (together "Relevant Persons"). This announcement must not be
acted on or relied on in the United Kingdom, by persons who are not Relevant
Persons.

 

The ZDP Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under any
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 or to or for the account or benefit
of any U.S. person (within the meaning of Regulation S under the Securities
Act) except pursuant to an applicable exemption from, or a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other jurisdiction of the
United States. The Issuer has not been, and will not be, registered under the
U.S. Investment Company Act of 1940, as amended. No public offering of
securities is being made in the United States.

 

Relevant clearances have not been, and will not be, obtained from the
securities commission (or equivalent) of any province of Canada, Australia,
New Zealand, the Republic of South Africa, Japan, any member state of the
European Economic Area or any other jurisdiction where local law or
regulations may result in a risk of civil, regulatory, or criminal exposure or
prosecution if information or documentation concerning the Issue and/or
Admission and/or this announcement is sent or made available to a person in
that jurisdiction (each a "Restricted Jurisdiction") and accordingly, unless
an exemption under any relevant legislation or regulations is applicable, none
of the ZDP Shares may be offered, sold, renounced, transferred or delivered,
directly or indirectly, in any Restricted Jurisdiction.

This announcement does not constitute, and may not be construed as, an offer
to sell or a solicitation of an offer to buy or subscribe for ZDP Shares in
any jurisdiction including, without limitation, the United States and any
Restricted Jurisdiction. No information set out in this announcement is
intended to form the basis of any contract of sale, investment decision or any
decision to purchase ZDP Shares.

 

The Unregulated Collective Investment Schemes and Close Substitutes Instrument
2013 (the "NMPI Regulations") extend the application of the existing UK regime
restricting the promotion of unregulated collective investment schemes by FCA
authorised persons (such as independent financial advisers) to other
"non-mainstream pooled investments" ("NMPIs"). Consequently, financial
advisers, including authorised independent financial advisers, are restricted
from promoting NMPIs to retail investors who do not meet certain high net
worth tests or who cannot be treated as sophisticated investors. The Issuer is
an NMPI for the purposes of the NMPI Regulations. Accordingly, the promotion
of the ZDP Shares to retail investors is restricted.

 

None of the Issuer, the Company, Liberum or any of their respective affiliates
accepts any responsibility or liability whatsoever for, or makes or gives any
representation, warranty, undertaking or other assurance, 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 this announcement) or any other information relating to the Issuer, the
Company, the ZDP Shares, the Issue and/or Admission, 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 this announcement or its
content or otherwise arising in connection therewith. The Issuer, the Company,
Liberum and their respective affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its content or otherwise
arising in connection therewith.

 

The information contained in this announcement is for information purposes
only and does not purport to be full or complete. The information contained in
this announcement is given at the date of its publication (unless otherwise
marked) and is subject to updating, revision and amendment from time to time.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.

 

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements" with respect to certain of the Issuer's and/or
the Company's current expectations and projections about future events and the
Company's group future financial condition and performance. These
forward-looking statements can sometimes be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include all matters that are not
historical facts. Any forward-looking statements in this announcement reflect
the current beliefs and expectations of the directors of the Issuer and of the
Company and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Issuer's and the Company's control and difficult
to predict, that could cause actual results and performance to differ
materially from any expected future results or performance expressed or
implied by the forward-looking statements. Given these uncertainties,
prospective investors are cautioned not to place any undue reliance on such
forward-looking statements.

 

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