TIDMBYG
RNS Number : 5951A
Big Yellow Group PLC
12 September 2018
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
12 September 2018
RESULTS OF PLACING
Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased
to announce the successful completion of the placing of new
ordinary shares of 10 pence each in the capital of the Company
announced earlier today (the "Placing").
A total of 7,204,301 new ordinary shares in the Company (the
"Placing Shares") have been placed by J.P. Morgan Securities plc,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove" or "JPMC") at a price of 930 pence
per Placing Share, with existing and new institutional investors,
raising gross proceeds of approximately GBP67.0 million. The
placing price of 930 pence per Placing Share represents a discount
of 1.8 per cent. to the closing price on 11 September 2018 and a
discount of 2.2 per cent. to the intra-day price at 11:00 a.m.
(being the time the placing price was agreed). The net placing
price of approximately 906 pence per Placing Share to be received
by the Company after expenses directly attributable to the Placing
represents a discount of approximately 4.7 per cent. to that
intra-day price.
The Placing Shares represent approximately 4.5 per cent. of the
issued ordinary share capital of the Company prior to the
Placing.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market of
the London Stock Exchange plc (together, "Admission"). It is
expected that Admission will take place at 8.00 a.m. on 14
September 2018 and dealings in the Placing Shares will commence at
that time. The Placing is conditional upon, amongst other things,
Admission becoming effective and upon the Placing Agreement not
being terminated.
For the purposes of the Disclosure and Transparency Rules, the
total issued share capital of the Company following Admission will
consist of 166,605,158 ordinary shares of 10 pence each with one
voting right per share.
The total number of voting rights in the Company following
Admission will therefore be 166,605,158, which 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 and Transparency Rules.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of 10 pence each of the Company including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue of the Placing Shares.
Commenting on the Placing, Nicholas Vetch, Big Yellow's
Executive Chairman, said:
"The placing has been successful and we are grateful to our
shareholders for their support. The proceeds will be used to
acquire new development sites, in attractive locations that will
allow the Company to continue to deliver earnings growth whilst
maintaining a strong capital structure."
For further information, please contact:
Big Yellow 01276 477 811
Nicholas Vetch (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
Address: 2 The Deans, Bridge Road, Bagshot GU19 5AT
Website: www.bigyellow.co.uk
J.P. Morgan Cazenove 020 7742 4000
Bronson Albery
Barry Meyers
Important Notice
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is for information
only and does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or
investment advice in any jurisdiction in which such an offer or
solicitation is unlawful, including without limitation, the United
States, Australia, Canada, Japan or South Africa. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. 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 Directive) to be published. Persons needing advice
should consult an independent financial adviser.
This announcement is not an offer of securities for sale in the
United States. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under any applicable 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, 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 and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
Placing Shares in the United States, the United Kingdom or
elsewhere.
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 jurisdiction
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 these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement is directed only at: (A) persons in member
states of the European Economic Area (the "EEA") who are "qualified
investors" within the meaning of Article 2(1)(e) of the EU
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the
relevant member state of the EEA) and includes any relevant
implementing measure in each relevant member state of the EEA) (the
"Qualified Investors"); (B) in the United Kingdom, Qualified
Investors who are persons who (i) have professional experience in
matters relating to investments and 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) who are high net worth entities
falling within Article 49 of the Order; ; and (C) other persons to
whom it may otherwise lawfully be communicated, (all such persons
together being referred to as "Relevant Persons").
J.P. Morgan Securities plc (which conducts its UK investment
banking business under the name J.P. Morgan Cazenove) ("JPMC"),
which is authorised in the United Kingdom by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
Financial Conduct Authority (the "FCA"), is acting for the Company
and 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 clients of JPMC nor for providing advice in
relation to the Placing. 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 the Company
or JPMC or by any of their respective affiliates or agents as to or
in relation to, the accuracy, completeness or sufficiency of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with the Company, the Placing Shares or the
Placing, and any liability therefore is expressly disclaimed.
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 (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.
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
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