REG - Norcros PLC - Results of Placing

NorcrosAnnouncement

12/05/2022 07:00

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RNS Number : 1923L  Norcros PLC  12 May 2022

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, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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
NORCROS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF NORCROS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF EU REGULATION 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

12 May 2022

 

Norcros plc ("Norcros" or the "Company")

 

Results of Placing

 

Norcros, a market leading supplier of high quality and innovative bathroom and
kitchen products, is pleased to announce the successful completion of the
placing announced on 11 May 2022 (the "Placing") (the "Placing Announcement").

 

A total of 8,088,700 new ordinary shares of 10 pence each in the capital of
the Company ("Ordinary Shares") (the "Placing Shares") have been placed by
Numis Securities Limited ("Numis") at a price of 230 pence per Placing Share
(the "Placing Price"), raising gross proceeds of approximately £18.6 million
(before expenses). The proceeds from the Placing will be used to part-fund the
acquisition of Granfit Holdings Limited ("Grant Westfield"), as announced by
the Company yesterday (the "Acquisition"), and associated costs. Details of
the Acquisition were contained in a separate announcement released by the
Company yesterday (the "Acquisition Announcement"), which should be read in
conjunction with this announcement and the Placing Announcement.

 

Terms defined in the Placing Announcement have the same meanings in this
announcement (this "Announcement") unless the context provides otherwise.

 

The Placing Shares represent approximately 9.9 per cent. of the issued
ordinary share capital of the Company prior to the Placing. The Placing Price
is equal to the closing price of 230 pence on 11 May 2022, being the last
practicable date prior to the date of this Announcement.

 

The Company consulted with a number of its major shareholders prior to the
Placing and has respected the principles of pre-emption through the allocation
process insofar as possible. The Company is pleased by the strong support it
has received from new and existing shareholders.

 

 

Admission and Dealings

 

Application has been made for the Placing Shares to be listed on the premium
listing segment of the official list of the FCA and to trading on the main
market for listed securities of London Stock Exchange plc (the "London Stock
Exchange") (together, "Admission"). Admission is expected to take place on or
before 8.00 a.m. on 16 May 2022. The Placing is conditional, amongst other
things, upon Admission becoming effective and upon the sponsor and placing
agreement entered into yesterday between the Company and Numis (the "Sponsor
and Placing Agreement") not being terminated in accordance with its terms
prior to Admission. The Placing is not conditional upon the approval of the
Company's shareholders nor is it conditional on the Acquisition completing.

 

The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing issued Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

 

Smaller related party transaction

 

Premier Miton Group Plc ("Premier Miton") was, within the 12 months before the
date of the Placing, a substantial shareholder in the Company for the purposes
of the Listing Rules as a result of being entitled to exercise, or to control
the exercise of, over 10% of the votes able to be cast at general meetings of
the Company. Premier Miton has agreed to acquire 800,000 Placing Shares in the
Placing, amounting to a total subscription of approximately £1.8 million,
under, and on the terms and conditions of, the Placing. Under Listing Rule
11.1.10R, the participation in the Placing by Premier Miton constitutes a
"smaller related party transaction" and this part of this Announcement is
therefore made in accordance with Listing Rule 11.1.10R(2)(c).

 

Total Voting Rights

 

In accordance with the FCA's Disclosure Guidance and Transparency Rules,
immediately following Admission, the Company will have a total issued share
capital of 89,152,452 Ordinary Shares. None of the Ordinary Shares are held in
treasury.

 

The above figure may be used by shareholders (and others with notification
obligations) as the denominator for the calculations 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.

 

This Announcement should be read in its entirety. In particular, investors
should read and understand the information provided in the "Important Notices"
section below.

 

For further information please contact:

 Norcros plc                                               Tel: 01625 547 700
 Nick Kelsall, Chief Executive Officer
 James Eyre, Chief Financial Officer

 Numis                                                     Tel: 0207 260 1000
 Richard Thomas
 Jonathan Wilcox

 William Baunton (ECM)

 George De Felice

 Hudson Sandler                                            Tel: 0207 796 4133
 Charlie Jack

 Sophie Miles

 

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
Richard Collins, Group Counsel and Company Secretary.

IMPORTANT NOTICES

 

 

Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

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
by Numis, or by any of its partners, directors, officers, employees, advisers,
consultants, 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 any interested person or its advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by Numis or any of
its partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on Numis by the Financial Services and Markets Act 2000, as amended
("FSMA") or by the regulator regime established under it, no responsibility or
liability is accepted by Numis or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into 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, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with the
transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described in this
Announcement. Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this Announcement or
for any other matters referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any 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. The information contained
in this Announcement is subject to change without notice and, except as
required by applicable law or regulation (including to meet the requirements
of the FCA's Listing Rules, MAR and/or FSMA), the Company expressly disclaims
any obligation or undertaking to publish 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 statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.

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 per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.

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.

 

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