REG - Hornby PLC - Result of Equity Issue

HornbyAnnouncement

21/02/2020 10:20

RNS Number : 7481D
Hornby PLC
21 February 2020
 


THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE PLACING AND OPEN OFFER ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN HORNBY PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
 
Hornby PLC
("Hornby", the "Company")
 
Result of Placing
and
Notice of General Meeting
 
 
Hornby PLC, the international models and collectibles group, is pleased to announce that following the announcement earlier today regarding the launch of a proposed Placing and Open Offer (the "Placing"), it has successfully placed 41,666,666 new ordinary shares (the "Placing Shares") at a price of 36 pence per share (the "Issue Price") raising gross proceeds of £15 million. 
 
37,177,974 Placing Shares have been placed with the Firm Placees (being certain existing institutional investors) at the Issue Price, thereby raising approximately £13.4 million.
 
A further 4,488,692 Placing Shares have also been placed with a Conditional Placee (an existing institutional investor) at the Issue Price, thereby raising approximately a further £1.6 million. Such Placing Shares have been placed conditionally with the Conditional Placee, subject to clawback by Qualifying Shareholders in order to satisfy valid applications made by them under the Open Offer.
 
The Placing and Open Offer and the Amendment and Restatement of the Sale and Purchase Agreement are all conditional upon the passing of certain Shareholder resolutions. Accordingly, a circular (the "Circular") will be posted later today notifying shareholders of a general meeting which is being convened for the purpose of considering the relevant Resolutions, at the offices of the Company's solicitors, Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW at 10.00 a.m. on 10 March 2020.
 
The Placing was conducted by way of an Accelerated Book Build process. Liberum Capital Limited ("Liberum") acted as sole bookrunner on the Placing.
 
In addition, in order to provide Qualifying Shareholders with an opportunity to participate at the Issue Price, the Company is making the Open Offer to all Qualifying Shareholders to give them the opportunity to subscribe for up to 4,488,692 new Ordinary Shares (the "Open Offer Shares") at the Issue Price to raise gross proceeds of up to approximately £1.6 million. The terms and conditions of the Open Offer will be set out in the Circular. Phoenix and Artemis are not Qualifying Shareholders and, accordingly, will not participate in the Open Offer.
 
The Issue Price is equal to the Closing Price per Ordinary Share on 20 February 2020, being the last business day prior to the announcement of the Placing and Open Offer.
 
Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM and it is anticipated that trading in the New Shares will commence on AIM at 8.00 a.m. on 12 March 2020.
Related Party Transaction
Phoenix Asset Management Partners Limited ("Phoenix") has agreed (through certain discretionary funds that it manages) to subscribe for up to 31,109,832 Placing Shares in the Firm Placing. Due to the size of Phoenix's existing holding (through certain discretionary funds which it manages) of 93,524,498 Ordinary Shares in the capital of the Company representing 74.66% of the current issued share capital, this transaction is considered to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules.
The Independent Directors of the Company consider, having consulted with Liberum, the Company's Nominated Adviser, that the terms of Phoenix's participation (through certain discretionary funds that it manages) in the Placing are fair and reasonable in so far as its Shareholders are concerned. Immediately following Admission, Phoenix (through certain discretionary funds that it manages) could hold up to a maximum of 124,634,330 Ordinary Shares representing a maximum shareholding of 74.66% of the enlarged share capital (before the issue of any shares under the Open Offer and the resulting clawback of the Conditional Placing Shares).
Artemis Investment Management LLP (has agreed (through certain discretionary funds that it manages) to subscribe for up to 10,556,833 Placing Shares in the Placing comprising 6,068,141 Placing Shares pursuant to the Firm Placing and up to 4,488,692 pursuant to the Conditional Placing. Due to the size of Artemis' existing holding (through certain discretionary funds which it manages) of 18,242,460 Ordinary Shares in the capital of the Company representing 14.56% of the current issued share capital, this transaction is considered to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules.
The Independent Directors of the Company consider, having consulted with Liberum, the Company's Nominated Adviser, that the terms of Artemis' participation (through certain discretionary funds which it manages) in the Placing are fair and reasonable in so far as its Shareholders are concerned. Immediately following Admission, Artemis (through certain discretionary funds which it manages) could hold up to a maximum of 28,799,293 Ordinary Shares representing a maximum shareholding of 17.25% of the enlarged share capital (before the issue of any shares under the Open Offer and the resulting clawback of Conditional Placing Shares).
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS



Open Offer Record Date
 


5.00 p.m. on 19 February 2020
 




Announcement of the Placing and Open Offer
 


21 February 2020
 




Date of this document and of the posting of this document and Application Forms
 


21 February 2020




Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange
 


24 February 2020




Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders
 


25 February 2020




Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST
 


4.30 p.m. on 3 March 2020
 




Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST
 


3.00 p.m. on 4 March 2020




Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)
 


3.00 p.m. on 5 March 2020




Last time and date for receipt of completed Proxy Submissions and receipt of electronic proxy appointments via the CREST system
 


10.00 a.m. on 8 March 2020




Last time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of the relevant CREST instructions (as appropriate)
 


11.00 a.m. on 9 March 2020




General Meeting
 


10.00 a.m. on 10 March 2020
 




Results of the General Meeting and the Placing and Open Offer expected to be announced through a Regulatory Information Service
 


10 March 2020




Completion of the Amendment and Restatement Agreement
 


10 March 2020




Admission and commencement of dealings in the New Ordinary Shares on AIM expected to commence
 


8.00 a.m. on 12 March 2020




Expected date for CREST accounts to be credited with New Ordinary Shares in uncertificated form
 


As soon as practicable after 8.00 a.m. on 12 March 2020




Expected date for dispatch of definitive share certificates in respect of New Ordinary Shares to be issued in certificated form


by 20 March 2020




Open Offer Record Date
 


5.00 p.m. on 19 February 2020
 




General Meeting
 


10.00 a.m. on 10 March 2020
 




Results of the General Meeting and the Placing and Open Offer expected to be announced through a Regulatory Information Service
 


10 March 2020




Completion of the Amendment and Restatement Agreement
 


10 March 2020




Admission and commencement of dealings in the New Ordinary Shares on AIM expected to commence
 


8.00 a.m. on 12 March 2020




Expected date for CREST accounts to be credited with New Ordinary Shares in uncertificated form
 


As soon as practicable after 8.00 a.m. on 12 March 2020




Expected date for dispatch of definitive share certificates in respect of New Ordinary Shares to be issued in certificated form


by 20 March 2020



 
Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in the Placing and Open Offer Announcement released earlier today and the Circular to be posted to Shareholders today, which will be available on the Company's website www.hornby.plc.uk.
 
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
 
- ends -
 
 



For further information contact:
 








Hornby PLC
Lyndon Davies, CEO
Kirstie Gould, CFO
 


01843 233500




Liberum Capital Limited
Andrew Godber
Edward Thomas
Kane Collings
 


020 3100 2222




Financial PR Advisor
Scott Fulton
 


07788 144993



 
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Announcement has been 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 Liberum Capital Limited or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital Limited to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
 




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