REG - Wynnstay Group PLC - Result of Fundraise

WynnstayAnnouncement

18/08/2022 07:00

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RNS Number : 3915W  Wynnstay Group PLC  18 August 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, THE
REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND 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
WYNNSTAY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION. 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 WYNNSTAY GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED.

For immediate release

18 August 2022

Wynnstay Group plc

Result of Fundraise

 

Wynnstay Group plc (LSE: WYN) ("Wynnstay", the "Company") the agricultural
supplies group, is pleased to announce that, further to the announcement on 17
August 2022 (the "Fundraise Announcement"), the Company has conditionally
raised approximately £10.6 million (before expenses) pursuant to the Placing.

Under the Placing, 1,900,000 new ordinary shares have been conditionally
placed pursuant to the Placing at a price of 560 pence per Placing Share.

Shore Capital acted as sole bookrunner and sole broker in connection with the
Placing.  The Placing was significantly oversubscribed.

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

Admission and settlement

The Placing Shares, when issued, will represent approximately 9 per cent. of
the Company's issued ordinary share capital as enlarged by the Placing.

The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing ordinary shares.

Applications have been made for the Placing Shares to be admitted to trading
on the AIM market for listed securities of London Stock Exchange plc (together
"Admission").

Settlement for the Placing Shares and Admission is expected to take place on
or before 8.00 a.m. on 22 August 2022.

Total voting rights

Following Admission, the Company will have a total of 22,299,355 ordinary
shares in issue.  With effect from Admission, 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 Disclosure Guidance and Transparency
Rules of the FCA.

Enquiries:

 Wynnstay Group plc                Gareth Davies, Chief Executive   T: 01691 827 142

                                   Paul Roberts, Finance Director

 KTZ Communications                Katie Tzouliadis / Dan Mahoney   T: 020 3178 6378

 Shore Capital (Nomad and Broker)  Stephane Auton / John More       T: 020 7408 4090

 

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

 

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"); ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER AND (3) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED
EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED
INVESTORS") ; OR (4) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED  (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  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 DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN WYNNSTAY GROUP PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES 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 OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE
PLACING IS BEING MADE SOLELY OUTSIDE OF THE UNITED STATES TO PERSONS IN
OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
"REGULATION S"). PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS,
NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE
TRANSMIT IT IN OR INTO THE UNITED STATES OR USE THE UNITED STATES MAILS,
DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING.

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

The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, Shore Capital or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.  Persons into
whose possession this Announcement comes are required by the Company and Shore
Capital to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, the
Republic of South Africa, Japan or New Zealand or any other jurisdiction in
which the same would be unlawful.  No public offering of the Placing Shares
is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus.  In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended) does
not apply.

The Placing Shares 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. The relevant clearances have not been, nor will
they be, obtained from the securities commission of any province or territory
of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa, Japan or New Zealand.  Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, Canada, the Republic of South Africa, Japan or New Zealand
or any other jurisdiction outside the United Kingdom.

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

 

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, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel.  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.  Except as required by applicable law or regulation, 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 statement is
based.

Shore Capital and Corporate Limited, which is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively as sponsor, and Shore
Capital Stockbrokers Limited is acting exclusively as bookrunner, for the
Company and no one else in connection with the Proposed Acquisition and the
Placing, and Shore Capital will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Proposed Acquisition or 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 Shore Capital or by any of Shore Capital's 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 or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, 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.

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, and persons
needing advice should consult an independent financial adviser.

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 nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").

Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and 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 Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, Shore Capital will only procure investors who meet the criteria
of professional clients or eligible counterparties.

For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); 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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