REG - MJ Gleeson Plc - Results of Placing

MJ GLEESONAnnouncement

08/04/2020 13:20

RNS Number : 2477J
  
MJ Gleeson PLC
  
08 April 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
 
MJ Gleeson Plc ("MJ Gleeson", the "Company" or the "Group")
 
Results of Placing
 
The board of MJ Gleeson, the low-cost housebuilder and strategic land specialist, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").
 
A total of 2,730,100 new ordinary shares of 2 pence each (the "New Ordinary Shares") were placed by Liberum Capital Limited ("Liberum") at a price of 600 pence per share (the "Placing Price") to certain existing shareholders and other high-quality institutional investors, raising approximately £16.4 million gross proceeds.
 
The Placing was conducted by way of an accelerated bookbuild process and saw strong demand from existing and new investors. Liberum acted as sole bookrunner on the Placing.
 
James Thomson (Chief Executive Officer), Stefan Allanson (Chief Financial Officer), Andrew Coppel (Non-Executive Director) and Fiona Goldsmith (Non-Executive Director) each participated in the Placing, subscribing for 28,166 Placing Shares in aggregate. 
 
Application has been made for admission of the New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). It is expected that Admission will take place and that trading in the New Ordinary Shares will commence on 14 April 2020. The New Ordinary Shares will represent approximately 4.7% of the enlarged issued share capital of the Company on Admission.
 
Following Admission of the New Ordinary Shares, the Company's issued and fully paid share capital will consist of 58,067,535 ordinary shares of 2 pence each (the "Ordinary Shares"), each of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. The figure of 58,067,535 Ordinary Shares may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FCA's Disclosure Guidance and Transparency Rules.
 
Smaller related party transaction
 
Harwood Capital LLP ("Harwood Capital") has been a substantial shareholder in the Company within the 12 months prior to this announcement for the purposes of Chapter 11 of the FCA's Listing Rules (the "Listing Rules"). Harwood Capital is, therefore, considered to be a related party for the purposes of Chapter 11 of the Listing Rules. Harwood Capital has subscribed for 300,000 New Ordinary Shares in the Placing, equating to £1.80 million. Under Listing Rule 11.1.10R, the participation in the Placing by Harwood Capital constitutes a "smaller" related party transaction and as such does not require the approval of independent ordinary shareholders of the Company. The transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).
 
Commenting on the Placing, James Thomson, Chief Executive Officer, said:
 
"The money raised today will help position our Company, once COVID-19 restrictions are lifted, to move quickly and support our customers, many of whom are the key workers that continue to provide an incredible service to our country, by supplying the much needed high quality, low-cost homes that they deserve. We want Gleeson to emerge, ready to take advantage of the positive market fundamentals, to re-open and build-out our existing sites, continue to deliver our high quality, low cost homes for our customers, the majority of whom are first time buyers on low and average incomes, and where possible accelerate new sites that we own and build out our pipeline of sites and strategic land sales. Our 2, 3 and 4 bedroom homes are truly affordable and start at just £90,000. Home ownership changes lives and we want to do our part alongside Government to restart the housing industry and to get Britain building again. We remain committed to our growth strategy which we are confident will maximise both our sales and earnings for our shareholders."
 
This announcement is released by MJ Gleeson plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon the publication of this announcement, this information is considered to be in the public domain.
 
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Stefan Allanson, Chief Financial Officer.
 
Enquiries:
 



MJ Gleeson plc
James Thomson
Stefan Allanson


 
Chief Executive Officer 
Chief Financial Officer
 


01142 612900




Liberum
Neil Patel
Richard Bootle
James Greenwood
Edward Phillips
 






020 3100 2222




N+1 Singer
Shaun Dobson
Rachel Hayes
 






020 7496 3000




Instinctif Partners
Mark Garraway 
James Gray






07771 860938
07814 379412



 
 
 
IMPORTANT NOTICE
 
The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession this Announcement 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.
This Announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of securities has not been and will not be registered under the applicable securities laws of any state, province or territory of the United States, Australia, Canada, South Africa, or Japan. Subject to certain limited exceptions, securities may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan. 
The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (investment professionals) or (ii) persons falling within Article 43 of the Order (persons who are existing shareholders) or (iii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.
In any member state of the European Economic Area, this communication is only addressed to and directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation ((EU) 2017/1129).
Liberum is authorised and regulated by the Financial Conduct Authority. Liberum is acting exclusively for the Company and no one else in connection with the Placing. Liberum will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.
None of the Company, Liberum or any of their respective affiliates, directors, officers, employees, agents or advisers, 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, its subsidiaries 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 this Announcement or its contents or otherwise arising in connection therewith. The Company, Liberum and their respective affiliates, directors, officers, employees, agents or advisers 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 contents or otherwise arising in connection therewith. 
The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each recipient should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as at the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.
 
 


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