REG - Hornby PLC - Placing and Open Offer <Origin Href="QuoteRef">HRN.L</Origin> - Part 2
17/11/2017 12:40
- Part 2: For the preceding part double click ID:nRSQ8579Wa
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time to time
"Amended and Restated RCF" the Existing Bank Facility, as so amended and restated by the Amendment and Restatement
"Amendment and Restatement" the amendment and restatement agreement entered into by Barclays, the Company and certain members of the Company's Group, dated 17 November 2017, in respect of an amendment and restatement of the Existing Bank Facility
"Announcement" means this announcement, together with the Appendix
"Appendix" means the appendix to this Announcement
"Barclays" or "Lender" Barclays Bank PLC
"Board" or "Directors" the directors of the Company
"Borrower" Hornby Hobbies Limited
"Business Day" a day not being a Saturday, Sunday or public holiday in England on which clearing banks are open for business in the City of London
"certificated" or "in certificated form" a share or other security not held in uncertificated form (i.e. not in CREST)
"Closing Price" the closing middle market quotation of the Existing Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange
"Company" or "Hornby" Hornby PLC, a company incorporated in England & Wales and with registered number 01547390
"Conditional Placees" those placees who conditionally agree to subscribe for up to 6,779,662 Placing Shares, subject to clawback by Qualifying Shareholders to satisfy valid applications made by them to subscribe for New Ordinary Shares under the Open Offer and "Conditional
Placee" shall mean any one of them
"Conditional Placing" the conditional placing by Liberum Capital of 6,779,662 Placing Shares at the Issue Price with the Conditional Placees pursuant to the Placing and Open Offer Agreement
"CREST" a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate
legislation for the time being in force
"DTR" The Disclosure Guidance and Transparency Rules made by the FCA in exercise of its powers under FSMA
"EBITDA" earnings before interest, taxes, depreciation and amortization and exceptional items and loss on disposal of property, plant and equipment
"Enlarged Share Capital" the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares
"E" or "Euros" the single European currency unit
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlements
in full
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 8.00 a.m. on 20 November 2017
"Existing Bank Facility" the multi-currency revolving credit facility agreement originally dated 29 July 2009 and as amended from time to time (including pursuant to letters of variation dated 18 October 2011 and 13 December 2012 and as amended and restated pursuant to amendment
and restatement agreements dated 26 June 2014 and 18 June 2015, as amended by way of an amendment letter on 7 December 2015 and as further amended by an amendment and restatement agreement dated 22 June 2016, and as amended by a deferral letter dated 31
October 2017)
"Existing Ordinary Shares" the 84,583,204 existing Ordinary Shares in issue as at 16 November 2017 (being the latest practicable date prior to publication of this announcement)
"FCA" the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
"FirmPlacees" those placees whose Placing Shares are to be placed firm with them pursuant to the Firm Placing and "Firm Placee" shall mean any one of them
"Firm Placing" the placing by Liberum Capital of 33,898,306 Placing Shares at the Issue Price with the Firm Placees pursuant to the Placing and Open Offer Agreement
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting and accompanying the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company which is expected to be held at the offices of the Company's solicitors, Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW at 9.00 a.m. on 5 December 2017, or any adjournment thereof, notice of which will be set
out at the end of the Circular
"Group" the Company and its subsidiary undertakings
"Independent Directors" the Directors other than James Wilson
"Irrevocable Undertakings" the irrevocable undertakings described at paragraph 11 of this announcement
"Issue Price" the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Placing and Open Offer, being 29.5 pence per New Ordinary Share
"LCD Enterprises" LCD Enterprises Limited, a company incorporated in England & Wales and with registered number 03005140
"Liberum Capital" Liberum Capital Limited, the Company's nominated advisor and broker in connection with the Placing and Open Offer
"Lock-In Period" the period beginning on the date of completion of the Acquisition Agreement and ending on the third anniversary of completion of the Acquisition
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" up to 40,677,968 new Ordinary Shares expected to be issued pursuant to the Placing and the Open Offer
"Notice of the General Meeting" the notice of the General Meeting to be set out at the end of the Circular
"Official List" the Official List of the FCA
"Open Offer" the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out the Circular
"Open Offer Entitlement" the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 1 Open Offer Share for every 12.476020780977 Existing Ordinary Shares registered in its name as at the Open Offer Record Date
"Open Offer Record Date" the record date in relation to the Open Offer, being 5.00 p.m. on 15 November 2017
"Open Offer Shares" up to 6,779,662 New Ordinary Shares to be issued by the Company to Qualifying Shareholders in connection with the Open Offer
"Ordinary Shares" the ordinary shares of 1 pence each in the share capital of the Company
"Overseas Shareholders" Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside of the UK
"Oxford Diecast Group" Oxford Diecast Limited, a company incorporated in England and Wales, Oxford Diecast (HK) Limited, a company incorporated in Hong Kong, and Oxford Diecast USA LLP, a partnership incorporated in USA
"Phoenix" Phoenix Asset Management Partners Limited
"Placees" the Firm Placees and the Conditional Placees
"Placing" the conditional placing by Liberum Capital on behalf of the Company of the Placing Shares with the Placees pursuant to the Placing and Open Offer Agreement, comprising the Firm Placing and the Conditional Placing
"Placing and Open Offer Agreement" the conditional agreement dated 17 November 2017 entered into between the Company and Liberum Capital in respect of the Placing and Open Offer
"Placing Shares" up to 33,898,306 New Ordinary Shares to be placed for cash with Firm Placees and up to 6,779,662 New Ordinary Shares to be placed for cash with Conditional Placees (subject to clawback by Qualifying Shareholders to satisfy valid applications made by them
to subscribe for New Ordinary Shares under the Open Offer)
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date, are held in certificated form
"Qualifying Shareholders" Shareholders on the register of members of the Company on the Open Offer Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction and "Qualifying Shareholder" shall mean
any one of them
"Resolutions" the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting and "Resolution" shall be a reference to any one of them
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this announcement is sent or made available to
Shareholders in that jurisdiction including, without limitation, the United States of America, Canada, Australia, Japan and the Republic of South Africa
"Seller" Lyndon Davies
"Shareholders" the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them
"Takeover Code" the City Code on Takeovers and Mergers
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America
"US Securities Act" the US Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder
"£" or "Pounds" UK pounds sterling, being the lawful currency of the United Kingdom
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY
MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM,
PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE ORDER); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER;
OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN
OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (the Placees), will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this Appendix. In particular each such Placee represents, warrants and
acknowledges to the Company and Liberum Capital that:
1. it is a Relevant Person (as defined above) and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Member State of the European Economic Area which
has implemented the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Liberum Capital has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons;
3. it is acquiring the Placing Shares in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities Act; and
4. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix.
The Company and Liberum Capital will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement and the information
contained herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. Persons into whose possession this
Announcement may come are required by the Company to inform themselves about
and to observe any restrictions of transfer of this Announcement. No public
offer of securities of the Company is being made in the United Kingdom, the
United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act or any laws of or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold, pledged or otherwise
transferred within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any state or other jurisdiction of
the United States. The Placing Shares are being offered and sold only outside
the United States in accordance with Regulation S.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
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 the
Republic of South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for Placing Shares has been given.
Details of the Placing and Open Offer Agreement and the Placing Shares
Liberum Capital has entered into the Placing and Open Offer Agreement with the
Company under which Liberum Capital has conditionally agreed on the terms and
subject to the conditions set out therein, as agent for the Company, to use
its reasonable endeavours to place the Placing Shares at the Placing Price
with certain institutional investors. The Placing is not being underwritten by
Liberum Capital or any other person.
The number of Placing Shares at the Placing Price will be determined following
completion of the Accelerated Book Build as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Existing Ordinary Shares after the date of
issue of the Placing Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to trading on
AIM. It is expected that settlement of any such shares and Admission will
become effective on or around 8.00 am on 7 December 2017 and that dealings in
the Placing Shares will commence at that time.
Accelerated Book Build
Liberum Capital will today commence an Accelerated Book Building process in
respect to the Placing to determine demand for participation in the Placing by
any Placees at the Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Accelerated Book
Build. No commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Liberum Capital and the Company shall be entitled to effect the Placing (in
whole or in part) by such alternative method to the Accelerated Book Build as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Liberum Capital is acting as nominated adviser and sole bookrunner
to the Placing, as agent for and on behalf of the Company. Liberum Capital is
regulated by the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to the customers of Liberum Capital or for providing advice in
relation to the matters described in this Announcement.
2. Liberum Capital is arranging the Accelerated Book Build and Placing
as an agent of the Company.
3. Participation in the Accelerated Book Build will only be available
to persons who may lawfully be, and are, invited to participate by Liberum
Capital. Liberum Capital and its affiliates are entitled to enter bids in the
Accelerated Book Build as principal.
4. The Accelerated Book Build will establish the number of Placing
Shares to be issued at the Placing Price, which will be agreed between Liberum
Capital and the Company following completion of the Accelerated Book Build.
The number of Placing Shares will be announced on a Regulatory Information
Service following the completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees should
communicate their bid by telephone to their usual sales contact at Liberum
Capital. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by Liberum Capital on the basis referred to paragraph 9 below.
6. The Accelerated Book Build is expected to close no later than 4.00
pm (London) today but may be closed earlier or later at the discretion of
Liberum Capital. Liberum Capital may, in agreement with the Company, accept
bids that are received after the Accelerated Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally, or by
email, by Liberum Capital whom they contact following the close of the
Accelerated Book Build and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. A bookrunner's oral or emailed
confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of Liberum Capital and the Company, under which it agrees to subscribe for the
number of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix (which are deemed to be incorporated in
such trade confirmation or contract note) and in accordance with the Company's
Articles of Association.
8. The Company will make a further announcement following the close of
the Accelerated Book Build detailing the number of Placing Shares to be issued
at the Placing Price.
9. Subject to paragraphs 5 and 6 above, Liberum Capital may choose to
accept or reject bids, either in whole or in part, on the basis of allocations
determined at its discretion (in consultation with the Company) and may scale
down any bids for this purpose on such basis as they may determine. Liberum
Capital may also, notwithstanding paragraphs 5 and 6 above, subject to the
prior consent of the Company: (i) allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time; and
(ii) allocate Placing Shares after the Accelerated Book Build has closed to
any person submitting a bid after that time.
10. A bid in the Accelerated Book Build will be made on the terms and
subject to the conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and, except with the consent of
Liberum Capital, will not be capable of variation or revocation after the time
at which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Liberum Capital, to pay to Liberum
Capital (or as Liberum Capital may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares for which
such Placee has agreed to subscribe. Each Placee's obligations will be owed to
Liberum Capital.
11. Except as required by law or regulation, no press release or other
announcement will be made by Liberum Capital or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
13. All obligations under the Accelerated Book Build and Placing will be
subject to fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing and Open Offer Agreement".
14. By participating in the Accelerated Book Build, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee.
15. To the fullest extent permissible by law and the applicable rules of
the FCA, neither Liberum Capital nor any of its affiliates shall have any
liability to Placees
- More to follow, for following part double click ID:nRSQ8579WcRecent news on Hornby
See all newsREG - Hornby PLC - Directorate Change
AnnouncementREG - Hornby PLC - Trading Statement
AnnouncementREG - Hornby PLC Frasers Group PLC - Holding(s) in Company
AnnouncementREG - Hornby PLC - Mike Ashley and Hornby PLC
AnnouncementREG - Hornby PLC - Hornby PLC Acquires The Corgi Model Club
Announcement