REG - Springfield Props. - Close of Bookbuild and Result of Placing

Springfield PropertiesAnnouncement

01/12/2021 10:55

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RNS Number : 2200U  Springfield Properties PLC  01 December 2021

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, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE
SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN SPRINGFIELD PROPERTIES 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 SPRINGFIELD PROPERTIES PLC.

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

Springfield Properties plc

("Springfield" or the "Company")

 

Close of Bookbuild and Result of Placing

 

The Board of Springfield (AIM: SPR), a leading housebuilder in Scotland
delivering private and affordable housing, is pleased to announce that,
further to the announcement made earlier today (the "Launch Announcement"),
the Placing has now closed. The Placing was oversubscribed and, subject to
completion, the Company has raised gross proceeds of approximately £22.0
million through the placing of 15,714,286 Placing Shares at the Placing Price
of 140 pence per Placing Share.

 

Innes Smith, CEO of the Company, commented:

"We are very pleased to have successfully raised £22m in this placing, which
will be used to accelerate our growth through the acquisition of Tulloch
Homes. We have received excellent support from new and existing investors, for
which we thank them. Our stated strategy is to grow organically as well as via
acquisitions while maintaining a strong focus on building high-quality homes
and creating sustainable communities. This transaction represents great
delivery on that strategy. We look forward to updating the market on our
progress and to generating value for our shareholders."

 

General Meeting

 

The Placing is conditional, inter alia, upon the approval of the Placing by
Shareholders at a general meeting of the Company, which is expected to be
convened for 9 a.m. on 20 December 2021 (the "General Meeting").

 

The Circular is expected to be posted to Shareholders on or around 3 December
2021 and the Circular, once published, will be available on the Company's
website at www.springfield.co.uk.

 

Admission, settlement and dealings

 

Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.

 

It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
21 December 2021 (or such later time or date as SCM may agree with the
Company, being no later than 8.00 a.m. on the date falling 10 business days
following 21 December 2021) and that dealings in the Placing Shares will
commence at that time.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.

Enquiries:

 

 Springfield Properties
 Sandy Adam, Chairman                    +44 1343 552550

 Innes Smith, Chief Executive Officer

 Singer Capital Markets
 Shaun Dobson, Rachel Hayes, James Moat  +44 20 7496 3000

 (Investment Banking)

 Luther Pendragon
 Harry Chathli, Claire Norbury           +44 20 7618 9100

 

 

 

IMPORTANT NOTICE

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, Canada, Japan, New Zealand 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. This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand, or the Republic of South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions.

This Announcement has been issued by, and is the sole responsibility of, the
Company. The distribution of this Announcement or any information contained in
it, and the offering or sale of securities in jurisdictions other than the
United Kingdom may be restricted by law, and therefore persons coming into
possession of this Announcement and/or any related communications should
inform themselves about and observe such restrictions. Any failure to comply
with such restrictions may constitute a violation of the securities law of any
such jurisdiction.

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and it is not intended to provide the
basis for any decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be considered as
a recommendation that any investor should subscribe for or purchase any such
securities.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by SCM, the Nomad nor any of their affiliates or agents (or any of their
respective directors, officers, employees or advisers) for the contents of the
information contained in this Announcement, or any other written or oral
information made available to or publicly available to any interested party or
its advisers, or any other statement made or purported to be made by or on
behalf of SCM, the Nomad nor any of their affiliates in connection with the
Company, the Placing Shares or the Placing or the Acquisition and any
responsibility and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance. The contents
of this Announcement are not to be construed as legal, business, financial or
tax advice. Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

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

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.

This Announcement and the information contained herein are not an offer of
securities for sale in the United States. The Placing Shares described in this
Announcement have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, within, in or into the United States, unless registered under the
Securities Act or pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and, in
each case, in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are being offered
and sold solely outside of the United States in offshore transactions in
accordance with Regulation S under the Securities Act ("Regulation S"). There
will be no public offering of the Placing Shares in the United States. No
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares.

The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission or any
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

Furthermore, the Placing Shares have not been and will not be registered under
the applicable laws of any of Australia, Canada, Japan, the Republic of
Ireland, the Republic of South Africa or of any other jurisdiction where to do
so would be unlawful and, consequently, may not be offered or sold to any
national, resident or citizen thereof. The distribution of this Announcement
and the placing of the Placing Shares as set out in this Announcement in
certain jurisdictions may be restricted by law. No action has been taken that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdictions where action for that purpose is required.
Persons into whose possession this Announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to comply
with the applicable restrictions may constitute a violation of the securities
laws of any such jurisdiction.

Singer Capital Markets Securities Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting as broker and bookrunner
exclusively to the Company and to no-one else in connection with the Placing
and Admission and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the Placing or Admission or any other
matters referred to in this Announcement.

Singer Capital Markets Advisory LLP, which is authorised and regulated in the
United Kingdom, is acting as nominated adviser to the Company for the purposes
of the AIM Rules in connection with the Placing and Admission and to no-one
else in connection with the Placing and Admission and will not be responsible
to any person other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing or Admission
or any other matters referred to in this Announcement. Singer Capital Markets
Advisory LLP's responsibilities as the Company's nominated adviser under the
AIM Rules are owed solely to the London Stock Exchange and are not owed to the
Company, any director of the Company or to any other person.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate'', "believe", "may", "will", "should", "intend", "plan",
"assume'', "estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the directors of the
Company and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to predict, that
could cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, global
events (such as pandemics), economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's principal
industries. Due to such uncertainties and risks, readers are cautioned not to
place reliance on such forward-looking statements, which speak only as of the
date hereof. In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements in this Announcement may
not occur.

The information contained in this Announcement speaks only as of the date of
this Announcement and is subject to change without notice and the Company does
not assume any responsibility or obligation to, and does not intend to, update
or revise publicly or review any of the information contained to this
Announcement, whether as a result of new information, future events or
otherwise, except to the extent required by the FCA, the AIM Rules, UK MAR,
the rules of the London Stock Exchange or by applicable law.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), 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 Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors, investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in the UK Product Governance Requirements; and (ii) eligible for distribution
through all distribution channels as are permitted by UK Product Governance
Requirements (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares may
decline and investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital protection; and (c)
an investment in the Placing 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 the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
SCM 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
Chapter 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 Placing Shares.

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

 

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