REG - Rosebank Industries - Admission to Trading on Aim/First Day of Dealings

ROSEBANK INDUSTRIESAnnouncement

11/07/2024 08:15

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RNS Number : 9998V  Rosebank Industries PLC  11 July 2024

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 OF AMERICA (THE "UNITED STATES"
OR THE "US"), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of the information
contained in the admission document, including the risk factors set out
therein, published by Rosebank Industries plc (the "Company" or "Rosebank") on
9 July 2024 in connection with the placing of ordinary shares in the capital
of the Company ("Ordinary Shares") and the admission to trading on the AIM
Market of the London Stock Exchange (the "Admission Document").

 

11 July 2024

 

Rosebank Industries plc

 

Admission to Trading on AIM and First Day of Dealings

Rosebank is pleased to announce that its entire issued ordinary share capital
has today been admitted to trading on the AIM Market of the London Stock
Exchange ("Admission") under the ticker "ROSE". The Company's market
capitalisation (at the Placing Price) is £50 million.

 

On Admission, the issued ordinary share capital of Rosebank consists of
20,000,000 Ordinary Shares of no par value and all Ordinary Shares carry
voting rights of one vote per share. Rosebank does not hold any shares in
treasury. The above figure may be used by Shareholders and others with
notification obligations as their 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, Rosebank under Chapter 5 of the FCA's Disclosure
Guidance and Transparency Rules which is incorporated by reference into the
articles of association of Rosebank.

 

The Company's Admission Document was published on 9 July 2024 and is available
to view on its website at: www. (http://www.rosebankindustries.com)
rosebankindustries (http://www.rosebankindustries.com) .com
(http://www.rosebankindustries.com) , subject to certain access restrictions.

 

For more information, please contact:

 

 Rosebank                                                Via Montfort Communications
 Simon Peckham, Chief Executive                          www.rosebankindustries.com

 Matthew Richards, Group Finance Director

 Citigroup Global Markets Limited                        +44 (0)20 7986 4000
 Michael Lavelle / Paddy Evans / Andrew Miller-Jones

 Investec Bank plc                                       +44 (0)20 7597 5970
 Carlton Nelson / Christopher Baird / Ben Griffiths

 Rothschild & Co                                         +44 (0)20 7280 5000
 Ravi Gupta / Nathalie Ferretti

 Redburn Atlantic                                        +44 (0)20 7000 2020
 Richard Wyatt / Aisling Meany

 Montfort Communications     +44 7739 701 634 / +44 7921 881 800
 Nick Miles / Charlotte McMullen
                       miles@montfort.london /
 mcmullen@montfort.london

 

Terms capitalised in this announcement but not defined herein shall have the
meaning given to them in the Admission Document.

 

About Rosebank

 

Rosebank is a newly incorporated company established to acquire businesses
whose performance the Directors believe can be improved so as to create
shareholder value. The Rosebank Co-Founders were previously leading members of
the senior management team of Melrose, a FTSE100 company which is listed on
the London Stock Exchange.

 

Since being founded in 2003, Melrose created significant shareholder value
through its 'Buy, Improve,

Sell' strategy, under the leadership of the Rosebank Co-Founders 1  (#_ftn1) .

 

With Melrose becoming a highly successful pureplay aerospace group, positioned
to deliver further profitable growth, two of the three original Melrose
co-founders (being Simon Peckham and Christopher Miller) 2  (#_ftn2) , and
four other leading members of its senior management team (being Matt Richards,
Joff Crawford, Jim Slattery and Geoff Morgan) now intend to recreate the same
successful 'Buy, Improve,

Sell' business model which they pursued at Melrose, within Rosebank.

 

The success enjoyed by Melrose under the leadership of this team is
demonstrated by its performance, having created over £6 billion 3  (#_ftn3)
of shareholder value through its 'Buy, Improve, Sell' strategy. Members of
this team led all of Melrose's acquisitions and the successful implementation
of its strategy since its establishment in 2003, more than doubling invested
equity in all its acquired businesses and returning capital to shareholders.

 

The Rosebank Co-Founders have extensive experience of identifying and
evaluating acquisition opportunities, quoted and unquoted, both in the UK and
overseas. The Directors believe that the Rosebank team's track record will
enable them to quickly identify appropriate acquisition opportunities.

 

The Rosebank team will look to acquire undervalued and underperforming
companies with strong underlying fundamentals but scope for operational
improvement and work alongside management teams of target companies to drive
sustainable long-term performance for the benefit of all the Company's
stakeholders.

 

Important legal information

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose whatsoever on the completeness, accuracy or fairness of the
information or opinions contained in this announcement.

 

Nothing in this announcement constitutes legal, financial, tax or other advice
or takes into account the particular investment objectives, financial
situation, taxation position or needs of any person.

 

This announcement 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 South Africa or any
other state or jurisdiction in which such publication, release or distribution
would be unlawful. This announcement and the information contained herein is
not intended to and does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa or any other state or jurisdiction in which such an offer would
be unlawful.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document 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.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, absent registration or an applicable exemption from
registration. The Company has no intention to register any part of the Placing
in the United States or make a public offering of securities in the United
States.

 

Members of the public are not eligible to take part in the Placing. This
announcement is being distributed only to: (a) in a EEA Member State, persons
who are 'qualified investors' as defined in article 2(e) of Regulation (EU)
2017/1129, as amended (the "Prospectus Regulation"); (b) in the United
Kingdom, persons who are 'qualified investors' as defined in article 2(e) of
the Prospectus Regulation as it forms part of the domestic law of the United
Kingdom by virtue of  the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") who are (i) persons having professional experience in
matters relating to investments who fall within the definition of 'investment
professionals' in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 as amended (the "Order"); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii)
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA")) in connection with the sale of any securities of
the Company may otherwise lawfully be communicated or caused to be
communicated; and (c) persons outside the United Kingdom (all such persons
together being referred to as "Relevant Persons"). This announcement must not
be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.

Each of (i) the Company and (ii) Citigroup Global Markets Limited
("Citigroup"), Investec Bank plc ("Investec"), N.M. Rothschild & Sons
Limited ("Rothschild & Co") and Redburn (Europe) Limited ("Redburn
Atlantic") (together, the "Banks") and in each case their respective
affiliates as defined under Rule 501(b) of Regulation D under the Securities
Act ("affiliates"), expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise.

 

No representation or warranty, express or implied, is made or given by or on
behalf of the Company, the Banks, or any of their respective parent or
subsidiary undertakings or the subsidiary undertakings of any such parent
undertakings, or any of such person's directors, officers, affiliates, agents,
advisers, employees, or any other person, as to the accuracy, completeness or
fairness of the information or opinions contained in this announcement and no
responsibility or liability is accepted for any such information or opinions.

 

Each of Investec and Citigroup are authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the UK by the PRA and the Financial
Conduct Authority (the "FCA"). Each of Rothschild & Co and Redburn
Atlantic are authorised and regulated in the UK by the FCA. Each Bank is
acting exclusively for the Company and no one else in connection with the
Placing and Admission. They will not regard any other person (whether or not a
recipient of this announcement) as their client in relation to the Placing and
Admission and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for giving
advice in relation to the Placing and Admission or any transaction or
arrangement referred to in this announcement.

 

In connection with the Admission and the Placing, the Banks, and any of their
respective affiliates, may take up a portion of the Ordinary Shares as a
principal position and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in connection with the
Admission, the Placing, or otherwise. Accordingly, references in the Admission
Document to the Ordinary Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by the Banks, and any of
their respective affiliates acting in such capacity. In addition, the Banks,
and any of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection
with which they may from time to time acquire, hold or dispose of Ordinary
Shares. Neither the Banks, nor any of their respective affiliates intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

 

Forward looking statements

 

This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will', or 'should', or, in each case, their negative or
other variations or comparable terminology.

 

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause the Company's actual results to differ materially from those indicated
in these statements. These factors include, but are not limited to, those
described in Part 3 of the Admission Document entitled 'Risk Factors' which
should be read in conjunction with the other cautionary statements included in
this announcement. Any forward-looking statements in this announcement reflect
the Company's current views, intentions, beliefs or expectations with respect
to future events and are subject to these and other risks, uncertainties and
assumptions relating to the Company's operations, results of operations,
growth strategy and liquidity.

 

These forward-looking statements speak only as at the date of this
announcement. Subject to any applicable obligations, the Company undertakes no
obligation to update publicly or review any forward-looking statement, whether
as a result of new information, future developments or otherwise. All
subsequent written and oral forward-looking statements attributable to the
Company or individuals acting on behalf of the Company are expressly qualified
in their entirety by this paragraph. Prospective investors should specifically
consider the factors identified in this announcement which could cause actual
results to differ before making an investment decision.

 

Rosebank is a newly incorporated company with no existing business record and
investment in Rosebank is speculative.

 

For the avoidance of doubt, the contents of the Company's website or any
website directly or indirectly linked to the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 

Information to distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have been subject
to a product approval process, which has determined that the Ordinary Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, "distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

 

 

 1  (#_ftnref1) Certain of the Rosebank Co-Founders joined Melrose following
its establishment in 2003. For details of the dates on which each of the
Rosebank Co-Founders joined Melrose, see paragraphs 1.2 and 2.2 of Part 4 of
the Admission Document. In addition, certain members of the senior management
team at Melrose are not Rosebank Co-Founders.

 2  (#_ftnref2) The third co-founder of Melrose, David Roper, retired as a
director and as Executive Vice-Chairman of Melrose on 31 May 2021.

 3  (#_ftnref3) Since its establishment in 2003 up to 6 March 2024, being the
date upon which the Rosebank Co-Founders transitioned out of their management
roles at Melrose.

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