TIDMBYG
RNS Number : 7626P
Big Yellow Group PLC
11 October 2023
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, 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED.
11 October 2023
Big Yellow Group PLC
RESULTS OF CAPITAL RAISE
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 (the "Placing") and retail offer
(the "Retail Offer") announced yesterday (together, the "Capital
Raise").
A total of 11,470,212 new Ordinary Shares in the Company (the
"Placing Shares") have been placed by Barclays Bank PLC
("Barclays") and J.P. Morgan Securities plc , which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove" or "JPMC" and, together with Barclays, the "Joint
Bookrunners") at a price of 945 pence per Placing Share (the
"Placing Price"), with existing and new institutional investors,
raising gross proceeds of approximately GBP108.4 million.
The executive directors of the Company (the "Executive
Directors") have agreed to participate in the Placing for an
aggregate of 301,586 Placing Shares at the Placing Price,
representing gross proceeds of approximately GBP 2.85 million.
Concurrently with the Placing, retail investors have subscribed
in the separate offer made by the Company via the PrimaryBid
platform for a total of 170,000 new Ordinary Shares (the "Retail
Offer Shares") at the Placing Price, raising gross proceeds of
approximately GBP 1.6 million.
Together, the Placing and Retail Offer in aggregate comprise
11,640,212 new Ordinary Shares, and will raise gross proceeds of
approximately GBP 110 million. The Placing Price represents a
discount of 2.88 per cent. to the closing share price of 973 pence
on 10 October 2023. The Placing Shares and the Retail Offer Shares
(together, the "New Ordinary Shares") being issued represent
approximately 6.3 per cent. of the existing issued ordinary share
capital of the Company prior to the Capital Raise.
Applications have been made for the New Ordinary 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
London Stock Exchange plc (together, "Admission"). It is expected
that Admission will take place on or before 8.00 a.m. on 13 October
2023 and dealings in the New Ordinary Shares will commence at that
time. The Capital Raise is conditional upon, amongst other things,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
For the purposes of the Disclosure Guidance and Transparency
Rules, the total issued share capital of the Company following
Admission will consist of 196,195,287 ordinary shares of 10 pence
each with one voting right per share. The Company does not hold any
shares in treasury.
The total number of voting rights in the Company following
Admission will therefore be 196,195,287 , which is the figure which
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.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing ordinary
shares of 10 pence each in the capital of the Company ("Ordinary
Shares") including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The following Executive Directors have agreed to subscribe for
the number of Placing Shares at the Placing Price opposite their
name as set out below:
Name Number of Placing Shares
Nicholas Vetch 264,550
-------------------------
James Gibson 31,746
-------------------------
John Trotman 2,116
-------------------------
Adrian Lee 3,174
-------------------------
Smaller Related Party Transaction
Funds and accounts under management by direct and indirect
investment management subsidiaries of BlackRock Inc. ("BlackRock")"
hold more than 10 per cent. of the issued share capital in the
Company. Blackrock is therefore a substantial shareholder in the
Company for the purposes of the Listing Rules and is considered to
be a related party for the purposes of Listing Rules. BlackRock has
agreed to subscribe for 1,600,000 Placing Shares in the Placing,
amounting to a total subscription of approximately GBP15.1 million.
The participation in the Placing by BlackRock constitutes a
"smaller" related party transaction and falls within Listing Rule
11.1.10 R(1) and this announcement is therefore made in accordance
with Listing Rule 11.1.10R(2)(c).
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014), as it
forms part of retained EU law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR"). The person
responsible for arranging for the release of this Announcement on
behalf of the Company is John Trotman, Chief Financial Officer.
Big Yellow Group PLC LEI: 213800W7Q4V2ZI8LIW31
For further information, please contact:
Big Yellow 01276 477 811
Nicholas Vetch (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
Shauna Beavis (Company Secretary)
Barclays (Joint Global Coordinator and Joint Bookrunner) 020
7623 2323
Bronson Albery
Tom Macdonald
Edouard Asselin
Dominic Harper
J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner) 020 7742 4000
James A. Kelly
Paul Pulze
Virginie de Grivel Nigam
Roie Spitzer
Teneo
Charlie Armitstead 020 7260 2700
Pre-Emption Group Reporting
The Capital Raise is a non-pre-emptive issue of equity
securities for cash and accordingly the Company makes the following
post transaction report in accordance with the most recently
published Pre-Emption Group Statement of Principles (2022).
Name of issuer Big Yellow Group PLC
Transaction details In aggregate, the Capital Raise of 11,640,212 New Ordinary Shares
(comprising 11,470,212 Placing Shares and 170,000 Retail Offer
Shares) represents approximately 6.3% of the Company's issued ordinary
share capital.
Settlement for the New Ordinary Shares and Admission is expected
to take place on or before 8.00 a.m. on 13 October 2023.
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Use of proceeds The net proceeds of the Capital Raise will be used to build out
the Group's existing pipeline of stores.
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Quantum of proceeds In aggregate, the Capital Raise raised gross proceeds of approximately
GBP110 million and net proceeds of approximately GBP107 million.
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Discount The Placing Price of 945 pence represents a discount of 2.88 per
cent. to the closing share price of 973 pence on 10 October 2023.
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Allocations Soft pre-emption has been adhered to in the allocations process.
Management was involved in the allocations process, which has been
carried out in compliance with the MiFID II Allocation requirements.
Allocations made outside of soft pre-emption were preferentially
directed towards existing shareholders in excess of their pro rata,
and wall-crossed accounts.
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Consultation The Joint Bookrunners undertook a pre-launch wall-crossing process,
including consultation with major shareholders, to the extent reasonably
practicable and permitted by law.
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Retail investors The Capital Raise included a Retail Offer, for a total of 170,000
Retail Offer Shares, via the PrimaryBid platform.
Retail investors, who participated in the Retail Offer, were able
to do so at the same Placing Price as all other investors participating
in the Placing.
The Retail Offer was made available to existing shareholders and
new investors in the UK. Investors were able to participate through
PrimaryBid's platform via its partner network (covering 60+ FCA
registered intermediaries) and through PrimaryBid's free-to-use
direct channel. Investors had the ability to participate in this
transaction through ISAs and SIPPs, as well as General Investment
Accounts (GIAs). This combination of participation routes meant
that, to the extent practicable on the transaction timetable, eligible
UK retail investors (including certificated retail shareholders)
had the opportunity to participate in the Capital Raise alongside
institutional investors.
Allocations in the Retail Offer were preferentially directed towards
existing shareholders in keeping with the principle of soft pre-emption.
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IMPORTANT NOTICE
This Announcement is for information purposes only, is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, underwrite, sell or issue
or the solicitation of an offer to purchase or subscribe, sell,
acquire, dispose of the New Ordinary Shares or any other security
in the United States (including its territories and possessions,
any state of the United States and the District of Columbia,
collectively the "United States"), Australia, Canada, Japan, or
South Africa or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful.
No offering document or prospectus will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required to be published in accordance with
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation").
The New Ordinary 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, 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 accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the New Ordinary Shares in the United
States, the United Kingdom or elsewhere.
The New Ordinary 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 Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
A prospectus qualifying the New Ordinary Shares for distribution
has not been, and will not be, filed with any securities commission
or similar regulatory authority of any jurisdiction of Canada. No
such authority has reviewed, expressed an opinion about or in any
way passed upon the Placing or the New Ordinary Shares, and it is
an offence to claim otherwise. Any offering of the Placing Shares
in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in
reliance on exemptions from the requirements under applicable
Canadian securities laws that the Company file and obtain a receipt
for a prospectus for any distribution of securities. No offer of
securities was made in Canada except to a person who has
represented to the Company and each of the Joint Bookrunners that
such person (i) is purchasing as principal for its own account, or
is deemed under applicable Canadian securities laws to be
purchasing as principal , for investment only and not with a view
to resale or distribution; (ii) is both an "accredited investor" as
defined in section 1.1 of National Instrument 45-106 - Prospectus
Exemptions of the Canadian Securities Administrators (or, in
Ontario, as defined in section 73.3(1) of the Securities Act
(Ontario), as applicable) and also a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the
Canadian Securities Administrators; and (iii) was not created, and
is not used, solely to purchase or hold securities as an accredited
investor. Any resale of Placing Shares into Canada or acquired by a
Canadian investor in the Placing must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction (both of the investor and the person to
whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements
or pursuant to an available exemption therefrom. These resale
restrictions may under certain circumstances apply to resales of
Placing Shares outside of Canada.
This Announcement and the placing of the Placing Shares does not
constitute, advertise or relate to an offer to the public (as
defined in the South African Companies Act, No 71 of 2008, as
amended (the "SA Companies Act")) for the sale of or subscription
for, or the solicitation of an offer to buy or subscribe for,
securities or an opportunity to invest in a collective investment
scheme in South Africa (as contemplated in the South African
Collective Investment Scheme Control Act, No 45 of 2002). In South
Africa, the Placing Shares were only offered to financial
institutions and other persons who are referred to in section
96(1)(a) of the SA Companies Act, or persons who subscribe, as
principal, for the Placing Shares at a total acquisition cost of
ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act ("SA Qualifying Investor"). Any person who is not a
SA Qualifying Investor was not be entitled to acquire any
securities offered for sale or subscription as described in this
Announcement or otherwise act thereon. This Announcement does not,
nor is it intended to, constitute a prospectus registered under the
SA Companies Act and accordingly, does not comply with the
substance and form requirements for prospectuses set out in the SA
Companies Act and the South African Companies Regulations of 2011.
No prospectus has been lodged with, or registered by, the South
African Companies and Intellectual Property Commission. Nothing in
this Announcement should be viewed, or construed, as "advice" as
that term is used in the South African Financial Markets Act, No 19
of 2012, as amended ("FMA") or "advice" and/or an "intermediary
service" as those terms are used in the South African Financial
Advisory and Intermediary Services Act, No 37 of 2002, as amended
(the "SA FAIS Act") and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. It is the
responsibility of any SA Qualifying Investor to ensure they or it
have obtained all required approvals in terms of the financial
surveillance or "exchange control" regulations promulgated under
the South African Currency and Exchanges Act, 1933, and any rulings
issued pursuant thereto.
No prospectus has been lodged or filed with, or registered by,
the Australian Securities and Investments Commission, any
securities commission or similar regulatory authority of any
Canadian jurisdiction, the Japanese Ministry of Finance or the
South African Companies and Intellectual Property Commission; and
the Placing Shares have not been, and nor will they be, registered
or qualified for public distribution under the securities laws of
any state, province or territory of Australia, Canada, Japan or
South Africa. 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, Japan or South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia,
Canada, Japan or South Africa.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of shares is or will be made in Australia
pursuant to this Announcement, except to a person who is a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 708(11) of the Corporations Act. If any shares
are issued, they may not be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the
Corporations Act.
The distribution of this Announcement and the Capital Raise
and/or the offer or sale of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken
which would permit an offer of the New Ordinary Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 such action. Persons into
whose possession this Announcement comes are required to inform
themselves about, and to observe, any 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 a member
state of the European Economic Area who are "qualified investors"
(within the meaning of the EU Prospectus Regulation), (b) persons
in the United Kingdom who are "qualified investors" (within the
meaning of the UK Prospectus Regulation) (i) 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 (the "Order") or (ii) who are high net worth entities or other
persons falling within Article 49(2)(a) to (d) of the Order; and
(c) those persons to whom it may otherwise be lawfully communicated
(all such persons referred to above being "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. Any investment in connection with
the Placing will only be available to, and will only be engaged
with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this Announcement or any of its
contents.
Each of Barclays and J.P. Morgan Cazenove is authorised in the
United Kingdom by the Prudential Regulation Authority (the "PRA")
and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority (the "FCA"). Each of Barclays and J.P. Morgan
Cazenove is acting exclusively for the Company and no-one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Barclays or its affiliates or of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to the Placing or
any other matter referred to in this Announcement. None of the
Joint Bookrunners or any of their respective affiliates is acting
for the Company with respect to the Retail Offer.
This Announcement is being issued by, and is the sole
responsibility of, the Company. 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 either
of the Joint Bookrunners or any of their respective 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 either of the Joint Bookrunners or any of their
respective affiliates in connection with the Company, the New
Ordinary Shares or the Capital Raise and any responsibility and
liability whether arising in tort, contract or otherwise therefore
is expressly disclaimed. No representation or warranty, express or
implied, is made by either of the Joint Bookrunners or any of their
respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
Announcement and nothing in this Announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. 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. No statement in this Announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price and value of
securities can go down as well as up.
The New Ordinary Shares to be issued pursuant to the Capital
Raise 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 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 does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raise. Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product 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 the Placing Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, 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 UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 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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END
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October 11, 2023 02:00 ET (06:00 GMT)
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