REG - Likewise Group PLC - Result of Firm Placing and Clawback Placing

LikewiseAnnouncement

15/12/2021 08:10

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211215:nRSO7237Va&default-theme=true

RNS Number : 7237V  Likewise Group PLC  15 December 2021

15 December 2021

 

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU
REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN
THE PUBLIC DOMAIN

 

Defined terms used in this announcement have the meanings given to them in the
"Conditional Acquisition of Valley Wholesale Carpets (2004) Limited and
Proposed Placing and Open Offer" announcement (RNS Number: 6695V) released
around 7:00 a.m. this morning, unless the context provides otherwise.

 

 

Likewise Group plc

("Likewise" or the "Company")

 

Results of the Firm Placing and Clawback Placing

 

 

Likewise Group plc (AIM:LIKE), the distributor of residential and commercial
flooring to retailers and contractors, is pleased to announce that further to
the Company's announcement released earlier today, 15 December 2021 ("Launch
Announcement"), the bookbuild has closed and the Company has conditionally
raised gross proceeds of £14.0 million, through the successful Firm Placing
and the Clawback Placing, at an Issue Price of 35 pence per New Ordinary
Share.

 

Subject to, inter alia, the necessary resolutions being passed at the General
Meeting which is to be held on 10 January 2022, in aggregate, 40,000,000 New
Ordinary Shares are to be issued pursuant to the Firm Placing, the Clawback
Placing and the Open Offer, at an Issue Price of 35 pence per New Ordinary
Share, raising gross proceeds of approximately £14.0 million. The Placing is
not conditional on the Open Offer proceeding or on any minimum take-up under
the Open Offer.

 

The 40,000,000 New Ordinary Shares to be issued pursuant to the Firm Placing,
the Clawback Placing and the Open Offer, combined with the 5.0 million
Consideration Shares, will result in the issued share capital of the Company
increasing to 237,374,194 Ordinary Shares (assuming no other new Ordinary
Shares are issued between now and Admission). The New Ordinary Shares will
represent approximately 19.0 per cent. of the Enlarged Share Capital of the
Company immediately following Admission.

 

The New Ordinary Shares will rank pari passu in all other respects with the
Existing Ordinary Shares.

 

Firm Placing

 

Zeus Capital and Ravenscroft, as agents of the Company, have conditionally
placed with institutional and other investors 34,285,715 Firm Placing Shares
at the Issue Price. The Firm Placing Shares are not subject to clawback and
are not part of the Clawback Placing and Open Offer. The Firm Placing Shares
will represent approximately 14.4 per cent. of the Enlarged Share Capital of
the Company immediately following Admission.

 

The Directors of the Company have in aggregate subscribed for 800,000 Firm
Placing Shares at the Issue Price.

 

Clawback Placing and Open Offer

 

Zeus Capital and Ravenscroft, as agents of the Company, have conditionally
placed with institutional and other investors the 5,714,285 Clawback Placing
Shares at the Issue Price. The placing of the Clawback Placing Shares will be
subject to clawback to satisfy valid applications by Qualifying Shareholders
under the Open Offer. Subject to the waiver or satisfaction of the conditions
and the Placing and Open Offer Agreement not having been terminated in
accordance with its terms, any Open Offer Shares not subscribed for under the
Open Offer will be issued to Placees procured by Zeus Capital and Ravenscroft.
The Clawback Placing Shares and the Open Offer Shares will represent
approximately 2.4 per cent. of the Enlarged Share Capital of the Company
immediately following Admission.

 

Further details of the Firm Placing, the Clawback Placing and the Open Offer
will be contained in the Circular currently anticipated to be sent to
Shareholders on or around 17 December 2021.

 

 

Related Party Transactions

 

The Directors' interests as at today and following completion of the Firm
Placing, Clawback Placing and Open Offer will be as follows:

 

 Director           Existing beneficial interest in Ordinary Shares     % of Existing Share Capital     Number of Firm Placing Shares to be acquired on Admission     Open Offer Shares to be applied for     Interest in Ordinary Shares after Admission     % of Enlarged Share Capital
 Paul Bassi         5,000,000                                           2.6%                            -                                                             -                                       5,000,000                                       2.1%
 Tony Brewer        29,332,500                                          15.2%                           300,000                                                       -                                       29,632,500                                      12.5%
 Roy Povey          900,000                                             0.5%                            57,143                                                        -                                       957,143                                         0.4%
 Andrew Simpson     19,400,000                                          10.1%                           300,000                                                       -                                       19,700,000                                      8.3%
 Michael Steventon  -                                                   -                               142,857                                                       -                                       142,857                                         0.1%

 

Tony Brewer, Roy Povey, Andrew Simpson and Mike Steventon (each of whom is a
Director and therefore a related party of the Company for the purposes of the
AIM Rules) has conditionally subscribed for an aggregate of 800,000 Firm
Placing Shares as set out above. Therefore, the participation of each of these
parties in the Firm Placing constitutes a related party transaction under Rule
13 of the AIM Rules.

In the case of the above transaction, Paul Bassi is deemed to be independent.
Having consulted with the Company's nominated adviser, Zeus Capital, each of
the aforementioned Directors' participation in the Firm Placing is
considered, by the relevant independent Director, to be fair and reasonable
insofar as Shareholders are concerned.

General Meeting

Shareholder approval will be sought in respect of the Resolutions at the
General Meeting which will be convened for 10.00 a.m. on 10 January 2022 at
Unit 4 Radial Park, Solihull Parkway, Birmingham Business Park, Solihull B37
7YN.

The Board notes that as of 13 December 2021, increased restrictions on social
contact arising from the COVID-19 pandemic have been put in place by the UK
Government. Given the rise in new cases, the public is being urged to exercise
caution and the Directors note that an increase in infections is anticipated
over the winter months. Although the Company is not currently expecting to be
legally restricted in terms of attendance at the General Meeting, the
Directors remain committed to protecting the health and well-being of the
Company's shareholders and of the general public. Therefore, it is regrettably
the opinion of the Directors that due to the increase in the number of
COVID-19 cases reported in the UK, shareholders should not physically attend
the General Meeting. Accordingly, the Directors strongly urge shareholders to
consider whether travelling to and attending the General Meeting would be
necessary under the current circumstances. In any event, attendees will be
required to wear face coverings and keep a distance between themselves and
other attendees.

The situation is constantly evolving, and the UK Government may change current
restrictions or implement further measures. The Company will continue to
closely monitor the impact of COVID-19, including the latest UK Government
guidance and restrictions, and how this may affect the arrangements for the
General Meeting. Any changes to the General Meeting arrangements will be
communicated through the Company's website and, where appropriate, by RNS
announcement.

A further announcement will be made in due course confirming the publication
of the circular relating to the Placing and Open Offer which will include the
notice of the General Meeting. Shareholders will receive instructions on how
to complete proxy forms for voting on the Resolutions to be proposed at the
General Meeting and Shareholders will also receive Application Forms in
respect of the Open Offer.

 

Expected timetable of principal events

 

 Record date                                                                     13 December 2021
 Announcement of the Firm Placing, Clawback Placing and Open Offer               7.00 a.m. on 15 December 2021
 Announcement of the closing of the Firm Placing and the Clawback Placing        15 December 2021
 Dispatch of circular (including notice of General Meeting and launch of Open    17 December 2021
 Offer)
 Ex-entitlement Date                                                             17 December 2021
 Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to    20 December 2021
 CREST
 Latest time for requesting withdrawal of Open Offer Entitlements and Excess     29 December 2021
 CREST Open Offer Entitlements from CREST
 Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer  30 December 2021
 Entitlements in CREST
 Latest time and date for splitting Application Forms                            31 December 2021
 Latest time for receipt of completed application forms and payment for the      11.00 a.m. on 5 January 2022
 Open Offer
 Latest time for receipt of proxy forms for the General Meeting                  10.00 a.m. on 6 January 2022
 Announcement of result of Open Offer                                            by 7.00 a.m. on 10 January 2022
 General Meeting                                                                 10.00 a.m. on 10 January 2022
 Admission of the New Ordinary Shares                                            11 January 2022
 Acquisition Completion                                                          14 January 2022

 

For further information, please contact:

 Likewise Group plc                                                      Tel: 0121 871 2900

 Tony Brewer, Chief Executive

 Roy Povey, Chief Financial Officer

 Zeus Capital Limited (Nominated Adviser & Joint Broker)                 Tel: 0203 829 5000

 Jordan Warburton / David Foreman / James Edis (Corporate Finance)

 Dominic King (Corporate Broking)

 Ravenscroft Consultancy & Listing Services Limited (Joint Broker)       Tel: 01481 732746

 Semelia Hamon (Corporate Finance)
 Novella Communications (Financial PR)                                   Tel: 0203 151 7008

 Fergus Young / Tim Robertson

Important information

This Announcement is for information purposes only and does not itself
constitute an offer or invitation to underwrite, subscribe for or otherwise
acquire or dispose of any securities in the Company and does not constitute
investment advice.

Neither this announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, New Zealand, Canada, Japan, the Republic of Ireland or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of the securities laws of any state or
territory of the United States, Australia, New Zealand, Canada, Japan, the
Republic of Ireland or the Republic of South Africa. The distribution of this
announcement in other jurisdictions may be restricted by law and persons into
whose possession this announcement comes should inform themselves about, and
observe any such restrictions.

Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. Neither this Announcement nor
any part of it nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

In particular, the Placing Shares have not been and will not be registered
under the US Securities Act, or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and accordingly the Placing Shares may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within the United
States except pursuant to an exemption from the registration requirements of
the US Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There is no intention to register any
portion of the Placing in the United States or to conduct a public offering of
securities in the United States or elsewhere.

Zeus Capital, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company as
nominated adviser and joint broker in connection with the Placing and Open
Offer and will not be responsible to any other person for providing the
protections afforded to customers of Zeus Capital or advising any other person
in connection with the Placing and Open Offer. Zeus Capital's responsibilities
as the Company's nominated adviser under the AIM Rules for Companies and the
AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange
and not to the Company, the Directors or to any other person in respect of
such person's decision to acquire New Ordinary Shares in reliance on any part
of this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Zeus Capital by the FSMA or the regulatory regime
established under it, Zeus Capital does not accept any responsibility
whatsoever for the contents of this Announcement, and no representation or
warranty, express or implied, is made by Zeus Capital with respect to the
accuracy or completeness of this Announcement or any part of it.

Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey
Financial Services Commission, is acting as joint broker to the Company in
connection with the proposed Placing and Open Offer. Ravenscroft will not be
offering advice and will not otherwise be responsible to anyone other than the
Company for providing the protections afforded to clients of Ravenscroft or
for providing advice in relation to the contents of this announcement or any
other matter.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIUVRWRABUUARA