TIDMCIN
RNS Number : 2505U
City Of London Group PLC
28 March 2019
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CITY OF LONDON
GROUP PLC
CITY OF LONDON GROUP PLC
("COLG" or the "Company")
28 March 2019
Completion of capital raising and total voting rights
Following the Company's announcement on 15 March 2019, COLG
announces that the Takeover Panel has given a waiver of Rule 9 of
the Takeover Code in order to permit the Capital Raising to proceed
with the participation of the MBIL Concert Party without a general
offer needing to be made by the MBIL concert party on the basis
that DV4 Limited, which holds over 50 per cent. of the Shares
currently in issue, has confirmed that it would not accept such an
offer and it would vote in favour of a Whitewash Resolution at a
general meeting of the Company. Accordingly, the Company is no
longer required to hold a General Meeting.
The Company expects to issue a total of 10,520,000 new Shares,
of which 10,120,000 Shares will be issued immediately and 400,000
shares are expected to be issued in the next four weeks.
The Company has applied for admission to trading of the
10,120,000 Shares on the AIM Market of the London Stock Exchange
("Admission"). It is anticipated that Admission will occur on
29(th) March 2019.
Shareholding
Prior to Capital Following Capital
Raising Raising(1)
----------------- ------------------
MBIL Concert Party 37.88% 37.92%
----------------- ------------------
DV4 Limited 50.08% 46.89%
----------------- ------------------
DV4 Concert Party(2) 50.93% 47.52%
----------------- ------------------
1 Capital Raising is the issuance of the full 10,520,000 new
Shares
2 DV4 Concert Party includes DV4 Limited and Colin Wagman,
non-executive chairman of the Company who is deemed to be acting in
concert with DV4 Limited
Total voting rights
Following Admission, the issued share capital of the Company
will comprise 39,407,263 ordinary shares with one voting right per
share. The Company does not hold any shares in treasury. Therefore,
the total number of ordinary shares and voting rights in the
Company will be 39,407,263. The above figure may be used by
shareholders in the Company 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 share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Defined terms are set out in the announcement made by the
Company on 15 March 2019.
Enquiries
City of London Group plc +44 (0) 7831 483
Michael Goldstein 365
Peel Hunt LLP (nominated
adviser and broker)
James Britton, Rishi Shah +44 (0)207 418 8900
--------------------
Lansons (media inquiries) +44 (0)7825 427514
David Masters colg@lansons.com
--------------------
LEI: 2138003UW63TMQ5ZFD85
Notes to Editors
City of London Group is a forward-thinking organisation focused
on serving the UK SME market. It is primed for the future but
grounded with traditional values and a strength and depth of
expertise.
The Group's expertise covers finance for the SME sector, equity
release and secured lending. The Group has experience with
commercial banking and mortgages, as well as good access to funding
arrangements such as commercial, SME, bridging and development
finance, home reversion plans, and asset and loan finance.
The Group ensures its services are always delivered with a
personal touch, so clients know that they are more than a customer
and have a partner that will work with them as they look towards
the future.
IMPORTANT NOTICES:
This announcement has been issued by and is the sole
responsibility of the Company. This announcement and the
information contained in it are for information purposes only. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. This announcement does not
constitute a recommendation concerning any securities in the
Company.
This announcement is not an offer of securities for sale in the
United States or anywhere else. The Shares have not been and will
not be registered under the Securities Act of 1933 (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an applicable 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
the Shares in the United States or elsewhere.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Capital Raising and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the Capital Raising and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Capital Raising or
any transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by the Financial Services and Markets
Act 2000, as amended or the regulatory regime established
thereunder, neither Peel Hunt nor any of its affiliates, directors,
officers, employees or advisers, accepts any responsibility
whatsoever for, or makes any representation or warranty, express or
implied, as to, the contents of this announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, by the
Company, its directors or any other person, in connection with the
Company or the Capital Raising and nothing contained in this
document is or shall be relied upon as a promise or representation
in this respect, whether as to the past or future. Peel Hunt and
its affiliates each accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or any such
statement.
Peel Hunt and its affiliates, acting as investors for their own
accounts, may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to the Shares and/or
related instruments for their own account. Accordingly, references
in this announcement to Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, Peel Hunt and any of its affiliates acting as investors
for their own accounts. Except as required by applicable law or
regulation, Peel Hunt does not propose to make any public
disclosure in relation to such transactions.
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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