REG - Facilities by ADF - Result of Placing and Notice of General Meeting

Facilities by ADFAnnouncement

23/08/2024 07:00

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RNS Number : 5034B  Facilities by ADF plc  23 August 2024

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, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF FACILITIES BY ADF PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

23 August 2024

 

Facilities by ADF plc

("Facilities by ADF", "ADF", the "Company" and together with its subsidiaries
the "Group")

 

Result of Placing, Posting of Circular

and

Notice of General Meeting

 

Facilities by ADF (LSE: ADF), the leading provider of premium serviced
production facilities to the UK film and high-end television industry, is
pleased to announce that, further to the announcement made on 22 August 2024
regarding the Fundraising (the "Launch Announcement"), it has conditionally
raised gross proceeds of a total of £10.0 million, pursuant to a placing of
20,000,000 Placing Shares at the Issue Price of 50 pence per Placing Share.
The Placing was heavily oversubscribed.

 

In addition, the Selling Shareholders have conditionally sold an aggregate of
20,000,000 Existing Ordinary Shares at the Issue Price pursuant to the Sale.

 

Further to the announcement made on 22 August 2024 in respect of the Retail
Offer to raise up to approximately £0.5 million (before expenses), no part of
the Placing or the Sale is conditional on the Retail Offer proceeding or on
any minimum take-up under the Retail Offer.

 

Application will be made for admission of the 20,000,000 Placing Shares and
5,915,357 Consideration Shares in respect of the Acquisition, together with
the Retail Offer Shares, to trading on AIM ("Admission"). It is expected that
that Admission will take place on or around 8.00 a.m. on 10 September 2024 and
that dealings in the New Shares, which will rank pari passu with the Company's
Existing Ordinary Shares, on AIM will commence at the same time.

 

The Placing, Retail Offer and Acquisition are conditional on, inter alia: (i)
the passing of the Resolutions by the requisite majority of Shareholders at
the General Meeting; and (ii) Admission. The Sale is conditional upon the
completion of both the Placing and Acquisition.

 

The Company will today publish a Circular and Notice of General Meeting
convening the General Meeting of the Company to be held at 10 a.m. on 9
September 2024 at the Company's offices at Kitsmead Lane, Longcross, Lyne,
Chertsey KT15 0EF. The Circular and Notice of General Meeting will shortly be
available from the Company's website at www.facilitiesbyadf.com
(http://www.facilitiesbyadf.com) .

 

Related party transaction

 

Business Growth Fund, a substantial shareholder of the Company (as defined in
the AIM Rules) has subscribed for 6,600,000 Placing Shares at the Issue Price.

 

The participation by Business Growth Fund in the Placing constitutes a related
party transaction pursuant to Rule 13 of the AIM Rules. The Directors
consider, having consulted with Cavendish as the Company's Nominated Adviser,
that the terms of the participation by Business Growth Fund in the Placing are
fair and reasonable insofar as the independent Shareholders are concerned.

 

Capitalised terms in this announcement shall have the same meaning as in the
Launch Announcement.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Marsden Proctor, a Director of the Company.

 

For further enquiries:

 

 Facilities by ADF plc                                                  via Alma

 Marsden Proctor, Chief Executive Officer

 Neil Evans, Chief Financial Officer

 John Richards, Chairman

 Cavendish Capital Markets Limited (Nominated Adviser, Broker and Sole
 Bookrunner)

 Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance

 Michael Johnson / George Budd - Sales

 Sunila de Silva / Ondraya Swanson -  ECM

 Alma Strategic Communications                                          Tel: +44 (0)20 3405 0205

 Josh Royston                                                           facilitiesbyadf@almastrategic.com

 Hannah Campbell

 Robyn Fisher

 

Important Notices

 

The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.

 

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, 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 New Shares and Sale 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 or to or
for the account or benefit of any US person (within the meaning of Regulation
S under the US Securities Act) (a "US Person"). No public offering of the New
Shares or Sale Shares is being made in the United States. The New Shares and
Sale 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 Shares or Sale 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.

 

Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority and is a
member of the London Stock Exchange, is acting as nominated adviser and broker
for the Company and for no-one else and will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the Placing, Retail Offer and Admission and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the Placing, Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency 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 Cavendish 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 Cavendish 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. Cavendish 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.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 Shares and Sale Shares to be issued or sold (as applicable) pursuant
to the Placing, the Acquisition and the Sale will not be admitted to trading
on any stock exchange other than the London Stock Exchange.

 

Information to Distributors

 

UK product governance

 

Solely for the purposes of the product governance requirements contained
within 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 New
Shares and the Sale Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
distribution channels (the "Target Market Assessment").  Notwithstanding the
Target Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the New Shares and
the Sale Shares may decline and investors could lose all or part of their
investment; (b) the New Shares and the Sale Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New Shares and/or the
Sale 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 Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing and/or the Sale.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Cavendish will only procure investors who meet the criteria of professional
clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 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 New Shares and/or the Sale Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and the Sale Shares and determining
appropriate distribution channels.

 

EEA product governance

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the New Shares and the Sale Shares have been subject to a product
approval process, which has determined that the New Shares and the Sale Shares
are: (i) compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").  Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the New Shares and the
Sale Shares may decline and investors could lose all or part of their
investment; the New Shares and the Sale Shares offer no guaranteed income and
no capital protection; and an investment in the New Shares and/or the Sale
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 Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing and the Sale.  Furthermore, it is
noted that, notwithstanding the EU Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

 

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 New Shares and/or the Sale Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and the Sale Shares and determining
appropriate distribution channels.

 

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