REG - Tristel PLC - Result of secondary placing

TristelAnnouncement

16/07/2018 17:50

RNS Number : 8047U
Tristel PLC
16 July 2018
 


NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
RESULT OF PLACING OF 2,462,000 ORDINARY SHARES IN TRISTEL PLC.
Tristel plc
("Tristel" or the "Company")
 
Result of secondary placing of ordinary shares in Tristel
 
On 16 July 2018, Tristel announced that it had been advised by Francisco Soler, Paul Swinney and Paul Barnes (the "Selling Directors"), that they intended to sell approximately 2,400,000 ordinary shares of 1 pence each in the Company ("Ordinary Shares") via an accelerated bookbuild placing to institutional investors (the "Placing").
 
Tristel announces that the Selling Directors have sold 2,462,000 Ordinary Shares in the Company (the "Placing Shares"), representing approximately 5.6 per cent. of the issued share capital of Tristel. The Placing Shares were placed at a price of 285 pence per share and were sold to institutional investors in a placing managed by finnCap Ltd acting as sole bookrunner ("finnCap" or "Bookrunner").
 
Following the above sale, Paul Swinney has no intention to sell any of his remaining equity interest in the Company for the foreseeable future.
 
Of the Placing Shares, 502,915 Ordinary Shares were satisfied by the exercise of options by Paul Swinney, these shares have been issued and allotted and application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 30 July 2018.
 
The Directors' resulting interest in the Company's issued share capital:
 
 



Director


Options Exercised


Placing Shares

Sold


Holding Post-Placing


% issued

share

capital


Remaining Options

held




Francisco Soler


-


1,750,000


6,673,834


15.27%


-




Paul Swinney


502,915


502,915


468,129


1.07%


1,153,764




Paul Barnes


-


209,085


366,095


0.84%


87,500



 
The new Ordinary Shares will rank pari passu with the existing shares of the Company. Following the exercise of options, the Company's issued share capital consists of 43,695,048 Ordinary Shares. Accordingly, the figure of 43,695,048 may be used by shareholders 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.
 
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
  
Settlement of the Placing is expected to take place on 30 July 2018, subject to the satisfaction or waiver of certain customary conditions.
 
 For further information please contact:       
 



Tristel plc


Tel: 01638 721 500




Paul Swinney, Chief Executive Officer








Liz Dixon, Finance Director


















Walbrook PR Ltd


Tel: 020 7933 8780 or tristel@walbrookpr.com




Paul McManus


Mob: 07980 541 893




Lianne Cawthorne


Mob: 07854 391 303














finnCap


Tel: 020 7220 0500




Geoff Nash (Corporate Finance)








Giles Rolls (Corporate Finance)








Alice Lane (Corporate Broking)







 
 
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN 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.
 
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
 
The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, South Africa or Japan or of any other jurisdiction. Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.
 
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
 
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Bookrunner or any of their respective affiliates. This announcement does not purport to identify or suggest risks (direct or indirect) which may be associated with an investment in the Company.
 
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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 distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, the Bookrunner or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers and the Bookrunner to inform themselves about and to observe any applicable restrictions.
 
The Bookrunner, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom is acting only for the Sellers in connection with the Placing. The Bookrunner will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.
 
The Bookrunner and any of its respective affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
 
Neither the Bookrunner, nor any of its respective directors, unlimited partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to 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  or 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.
 
This document includes 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 "intends", "expects", "will", or "may", 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. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 



1.               


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Paul Barnes




2.               


Reason for the Notification




a)


Position/status


Director




b)


Initial notification/Amendment





Initial notification








3.    


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Tristel plc




b)


LEI


2138009DZ4LH9CZGF662




4.    


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


 



Ordinary shares of 1p








Identification code


GB00B07RVT99




b)


Nature of the transaction





Sale of Ordinary Shares








c)


Price(s) and volume(s)


Sale of Ordinary Shares
 



Price(s)


Volume(s)




285p


209,085








d)


Aggregated information:
·      Aggregated volume
·      Price


n/a




e)


Date of the transaction


16 July 2018




f)


Place of the transaction


London Stock Exchange, AIM Market (XLON)



 
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 



5.               


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Paul Swinney




6.               


Reason for the Notification




a)


Position/status


Chief Executive Officer




b)


Initial notification/Amendment





Initial notification








7.    


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Tristel plc




b)


LEI


2138009DZ4LH9CZGF662




8.    


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


 



Ordinary shares of 1p








Identification code


GB00B07RVT99




b)


Nature of the transaction





Exercise of Options
Sale of Ordinary Shares








c)


Price(s) and volume(s)


Exercise of Options



Exercise Price(s)


Volume(s)




53.75p
1p


242,500
260,415



Sale of Ordinary Shares
 



Price(s)


Volume(s)




285p


502,915








d)


Aggregated information:
·      Aggregated volume
·      Price


n/a




e)


Date of the transaction


16 July 2018




f)


Place of the transaction


London Stock Exchange, AIM Market (XLON)



 
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 



9.               


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Francisco Soler, through Atlas World Carriers, Windsor International Corp. and The World Financial Trading Corp.




10.               


Reason for the Notification




a)


Position/status


Director




b)


Initial notification/Amendment





Initial notification








11. 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Tristel plc




b)


LEI


2138009DZ4LH9CZGF662




12. 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


 



Ordinary shares of 1p








Identification code


GB00B07RVT99




b)


Nature of the transaction





Sale of Ordinary Shares








c)


Price(s) and volume(s)


Sale of Ordinary Shares
 



Price(s)


Volume(s)




285p


1,750,000








d)


Aggregated information:
·      Aggregated volume
·      Price


n/a




e)


Date of the transaction


16 July 2018




f)


Place of the transaction


London Stock Exchange, AIM Market (XLON)



 
 
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014
 
 




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 or visit www.rns.com.
 
END
 
 
MSCEAKXKFLLPEFF