REG - Van Elle HoldingsPLC - Result of Placing

Van Elle HoldingsAnnouncement

09/04/2020 15:05

RNS Number : 4217J
  
Van Elle Holdings PLC
  
09 April 2020
  
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
 
9 April 2020
Van Elle Holdings plc
 
("Van Elle", the "Company" or the "Group")
 
Result of Placing
 
 
Van Elle Holdings plc (AIM: VANL), a leading UK geotechnical engineering company offering a wide range of ground engineering techniques and services to customers in a variety of UK construction end markets, announces completion of the placing announced earlier today (the "Placing").
 
A total of 26,666,650 new ordinary shares of 2 pence each in the Company (the "Placing Shares") were placed by Peel Hunt LLP ("Peel Hunt") at a price of 25 pence per share (the "Placing Price"), raising £6.67 million gross proceeds.  The Placing was conducted by way of an accelerated bookbuild process.
 
As outlined in the launch announcement for the Placing, the net proceeds are expected to:
 
·      provide the Company with sufficient headroom to withstand a COVID-19 downside scenario; and
 
·      in conjunction with additional debt finance which the Group is currently exploring, ensure the Company is well placed and sufficiently capitalised in order to respond quickly as its market recovers.
 
Commenting on the Placing, Mark Cutler, Chief Executive Officer, said: 
"This fundraising provides the Group additional flexibility to manage the impact of COVID-19 as well as potential capacity to support growth investment as markets recover. 
"The Board believes that the long-term opportunity for the Group remains significant: Van Elle is one of the UK's largest ground engineering contractors, with strong market positions and brand recognition, and a broad customer offering delivered through our extensive, well-invested rig fleet. We have a clear strategy in place and believe the Group is well-placed to capture significant opportunities as construction markets recover.
"On behalf of the Board, we would like to place on record our gratitude to our shareholders for their continued support in the Company and to all our employees during this challenging time."
 
Application for Admission and Total Voting Rights
 
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that trading will commence in the new ordinary shares at 08.00 a.m. on 15 April 2020 ("Admission").
 
Following Admission of the Placing Shares, the Company's issued share capital will consist of 106,666,650 ordinary shares of 2 pence each ("Ordinary Shares").  Therefore, following Admission the total number of voting rights in the Company is 106,666,650.  This figure 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.
 
Related party transactions
 
Ruffer Investment Management ("Ruffer"), Otus Capital Management ("Otus") and Premier Miton Investors ("Miton") are substantial shareholders of the Company as defined by the AIM Rules for Companies ("AIM Rules") and have subscribed for 5,250,637, 5,115,000 and 3,422,471 Placing Shares respectively.  These subscriptions constitute related party transactions pursuant to Rule 13 of the AIM Rules.  Adrian Barden and Robin Williams are independent directors for the purpose of this transaction, and having consulted with the Company's nominated adviser, Peel Hunt, consider that the participation by Ruffer, Otus and Miton in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.
 
 
 
For further information please contact: 
 
 



Van Elle Holdings plc


Tel: 01773 580 580




Mark Cutler, Chief Executive 








Graeme Campbell, Chief Financial Officer


















Peel Hunt LLP - Nominated Adviser and Broker


Tel: 020 7418 8900




Jock Maxwell Macdonald








Sohail Akbar








Mike Bell








Edward Allsopp


















Instinctif Partners - Financial PR


Tel: 020 7457 2020




Mark Garraway








James Gray








Rosie Driscoll







 
 
 
PDMR participation in the placing
 
Certain PDMRs and PCAs of the Company have agreed to subscribe for a total of 370,000 Placing Shares in the Placing.  The individual subscriptions are set out below:
 



PDMR/PCA


Number of Placing Shares


Number of Ordinary Shares of the issued share capital enlarged by the Placing


% of the issued share capital enlarged by the Placing






















Mark Cutler, CEO (via his wife)


60,000


252,767


0.24




Graeme Campbell,  CFO (via his wife)


50,000


50,000


0.05




Charles St John, NED


100,000


100,000


0.09




David Hurcomb, NED


40,000


65,000


0.06




Ian Jones, Operations Director (via his wife)


80,000


793,844


0.74




Malcolm O'Sullivan, Piling Director


40,000


40,000


0.04



 
About Van Elle
 
Van Elle is one of the UK's largest ground engineering contractors offering a wide range of ground engineering techniques and services to customers in a variety of UK construction end markets, delivering over 1,000 projects annually.  The business was founded in 1984 and admitted to trading on AIM in 2016.
 
Van Elle operates end-to-end solutions across three distinct business divisions:
 
General Piling: this division delivers drilled, augered, bored and driven piling solutions to customers in a broad range of end markets;
 
Specialist Piling: this division provides piling solutions in environments with access and operational constraints which require the use of specialist piling rigs and techniques, including on-track rail environments; and 
 
Ground Engineering services: this division comprises the housing division, including the Smartfoot modular foundation system and Strata, the Geotechnical division.
 
The Company is focussed on three key growth markets: Residential, Infrastructure and Regional Construction.




 
IMPORTANT NOTICE
This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
 
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 (the "Securities Act"), 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.
 
No action has been taken by the Company or Peel Hunt or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in FSMA (as defined below) (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
 
This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), (B) if in the United Kingdom, qualified investors who have 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 fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the Order or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. 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 or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.
 
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
 
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.
 
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.
 
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 on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by Peel Hunt or any of its Affiliates.
 
Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the London Stock Exchange or applicable law, the Company and Peel Hunt and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 financial years would necessarily match or exceed the historical published earnings per share of the Company.
 
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
 
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 or on behalf of the Company or Peel Hunt or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 
 
Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or 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 AIM.
 
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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