TIDMCMH
RNS Number : 5641T
Chamberlin PLC
26 March 2021
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CHAMBERLIN PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. 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 CHAMBERLIN PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
26 March 2021
Chamberlin plc
("Chamberlin", the "Company" or the "Group")
Placing, Subscription and Trading Update
Chamberlin plc (AIM: CMH.L), the specialist castings and
engineering group, is pleased to announce that it has conditionally
raised approximately GBP3.5 million (before expenses), pursuant to
a placing of 40,833,333 new Ordinary Shares of 0.1p each (the
"Placing Shares") at a placing price of 6 pence per share (the
"Placing Price") with institutional and other investors (the
"Placing") and a subscription for 17,500,000 new Ordinary Shares at
the Placing Price by Trevor Brown, Non-executive Director (the
"Subscription"), (together with the Placing Shares, the "New
Ordinary Shares").
Cenkos Securities plc ("Cenkos Securities") and Peterhouse
Capital Limited ("Peterhouse") acted as joint bookrunners to the
Placing ("Joint Bookrunners"). Peterhouse has been appointed as
joint broker to the Company with immediate effect.
The Placing Price of 6 pence per New Ordinary Share represents a
discount of 14.3 per cent. to the closing middle market price of 7
pence per Ordinary Share on 31 December 2020 (immediately prior to
suspension of the Ordinary Shares from trading on AIM which took
effect at 7.30 a.m. on 4 January 2021) and the same price at which
the convertible loan note issued to Trevor Brown in February 2021
was converted.
Background to and reasons for the Placing and Subscription
For the reasons described in the announcement and circular to
shareholders dated 19 February 2021, the Board has been rigorously
investigating the possibility of new equity capital and alternative
measures to ensure the Company's future.
After evaluating a number of alternative options with its
advisers, the Company issued a GBP200,000 unsecured convertible
loan note to Trevor Brown in February 2021 to provide immediate
short term working capital, which was converted into 3,333,333
Ordinary Shares following Shareholder approval at the General
Meeting held on 8 March 2021. On that same date, Trevor Brown was
appointed to the Board of Chamberlin as a Non-executive
Director.
The Board has continued to explore further funding possibilities
since and the Company has now conditionally raised gross proceeds
of approximately GBP3.5 million by way of the Placing and the
Subscription. The primary purpose of the Placing and Subscription
is to fund working capital and to meet Group restructuring
costs.
As a result of the Placing and Subscription, the Board believe
that they will be able to demonstrate to the Company's auditor (and
creditors, including HSBC) that the Company is able to continue to
trade on a going concern basis in order to be able to publish and
file its annual audited accounts for the year end 31 March 2020
("FY 2020 Accounts"), publish its interim results for the six
months ended 30 September 2020 and apply for the suspension of
trading of the Company's Ordinary Shares on AIM to be lifted by the
London Stock Exchange. Further announcements in this regard will be
made, as appropriate, however, there can be no guarantee any of
these events will occur, given the Company is subject to such third
parties' completing their own procedures and protocols.
Details of the Placing and Subscription
The Company has conditionally raised approximately GBP2.45
million (before expenses), pursuant to a placing of 40,833,333
Placing Shares at 6 pence per share with institutional and other
investors.
The Placing has not been underwritten and is conditional, inter
alia, upon:
a) the placing agreement between the Company and the Joint
Bookrunners (the "Placing Agreement") becoming unconditional in all
respects other than admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM Rules for
Companies ("Admission") and not having been terminated in
accordance with its terms; and
b) Admission of the Placing Shares occurring by not later than
8.00 a.m. on 29 March 2021 (or such later time and/or date as the
Company and the Joint Bookrunners may agree, not being later than
8.00 a.m. on 16 April 2021).
Under the terms of the Placing Agreement, each of the Joint
Bookrunners has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing Agreement contains certain warranties and indemnities from
the Company in favour of the Joint Bookrunners and either Joint
Bookrunner may terminate the Placing Agreement in certain customary
circumstances.
In addition to the Placing, the Company has conditionally raised
approximately GBP1.05 million through a subscription for 17,500,000
New Ordinary Shares at the Placing Price by Trevor Brown,
Non-executive Director.
Together, the total number of New Ordinary Shares to be issued
pursuant to the Placing and Subscription, being 58,333,333 New
Ordinary Shares, represent approximately 417 per cent. of the
Company's existing issued share capital.
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the articles of association
of the Company and rank pari passu in all respects with the
Company's existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or
in respect of the Ordinary Shares after the date of issue of the
New Ordinary Shares, and will on issue be free of all claims,
liens, charges, encumbrances and equities.
Application has been made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission will occur on or around 8.00 a.m. on 29
March 2021 (or such later time and/or date as the Joint Bookrunners
may agree with the Company, being not later than 8.00 a.m. on 16
April 2021).
For the avoidance of doubt, the current suspension of trading of
the existing Ordinary Shares on AIM will not be lifted by the
London Stock Exchange as a result of Admission.
Following Admission, the total number of Ordinary Shares in the
capital of the Company in issue will be 69,624,792 with each
Ordinary Share carrying the right to one vote. There are no
Ordinary Shares held in treasury and therefore the total number of
voting rights in the Company is 69,624,792. 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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Related Party Transaction
As at the date of this announcement, Trevor Brown holds
3,333,333 Ordinary Shares representing 29.5 per cent. of the
Company's issued share capital and, following Admission, will hold
20,833,333 Ordinary Shares representing 29.9 per cent. of the
enlarged issued share capital.
The Subscription by Trevor Brown, as a substantial shareholder
(as defined in the AIM Rules for Companies) constitutes a related
party transaction pursuant to AIM Rule 13. The Directors (other
than Trevor Brown), having consulted with the Company's nominated
adviser, Cenkos Securities, believe that the Subscription by Trevor
Brown is fair and reasonable insofar as shareholders are
concerned.
Historical Financial Information
Following discussions with the Company's auditors, the Board
expect that upon completion of the Placing and Subscription, the
auditors ought to be in a position to sign off the audit in order
for the Company to publish the FY 2020 Accounts within the next few
weeks. Once the FY 2020 Accounts have been audited and published
the Board also anticipates that the interim accounts for the six
months to 30 September 2020 will be published as soon as possible
thereafter.
The FY 2020 Accounts and the interim results for the six months
to 30 September 2020 are expected to include the following
extracted financial information:
12 months 12 months 6 months
to to to
31 Mar 2019 31 Mar 2020 30 Sep 2020
GBP'000 GBP'000 GBP'000
(Audited) (Unaudited) (Unaudited)
Revenue 32,958 26,143 11,044
Underlying EBITDA 459 (198) 232
Underlying operating profit (1,010) (1,094) (212)
Finance costs 499 310 99
Underlying profit before
tax (1,509) (1,404) (311)
Non-recurring costs 3,448 909 106
Profit before tax (4,957) (2,313) (417)
As at As at As at
31 Mar 2019 31 Mar 2020 30 Sep 2020
GBP'000 GBP'000 GBP'000
(Audited) (Unaudited) (Unaudited)
Non current assets 8,965 8,161 7,769
Current assets 9,045 9,128 7,516
------------- ------------- -------------
Total assets 18,010 17,289 15,285
Current liabilities 7,283 10,509 9,201
Non current liabilities 3,219 2,276 2,198
Pension scheme deficit 2,640 1,959 2,442
------------- ------------- -------------
Total liabilities 13,142 14,744 13,841
------------- ------------- -------------
Net assets 4,868 2,545 1,444
------------- ------------- -------------
Trading Update and Outlook
Sales for the 11 months to 28 February 2021 were GBP20.6 million
(unaudited) (2020: GBP23.9 million) and the Group was loss making
over the period. Sales in the five months to 28 February 2021 were
GBP9.5 million (2020: GBP11.1 million).
Sales at both Russell Ductile Castings ("RDC") and Petrel in the
11 months to 28 February 2021 were up approximately 2 per cent. on
the prior year. Sales at RDC and Petrel combined for the five
months to 28 February 2021 were GBP3.8 million (2020: GBP3.3
million), up 14 per cent. The outlook for both RDC and Petrel is
encouraging and recent sales growth is expected to continue.
As previously announced, Chamberlin and Hill (including its
associated machine shop) have experienced material adverse trading,
particularly in the second half, and sales in the five months to 28
February 2021 were GBP5.7 million (2020: GBP7.8 million). This
decrease reflects the progressive reduction in purchases from the
historical principal customer BorgWarner. The prospects for
utilisation of the Chamberlin and Hill machine shop remain unclear
and the Board is continuing to review options in light of the
continued reduction in purchases and the prevailing market
conditions.
Meanwhile the prospects for growth at the Chamberlin and Hill
Foundry are encouraging. The casting of automotive turbocharger
housings remains a dominant market for Chamberlin and demand across
the sector remains stable. The capacity demands of BorgWarner
previously left Chamberlin unable to supply prospective new,
non-automotive customers, however, the Company is now able to
exploit these new higher margin market opportunities.
The Company is continuing with the cost reduction programme
referred to in the announcement of 21 January 2021 and further
measures are planned. Overall, the headcount at 28 February 2021
was 239 and the restructuring programme plans to reduce the
headcount to 138. The Board estimates that the annualised reduction
in employment cost arising from the restructuring should not be
less than GBP3.4 million.
Proforma unaudited net debt, defined as net debt plus deferred
VAT/PAYE, and excluding the net proceeds of the Placing and
Subscription, was GBP4.8 million at 31 March 2020, GBP4.9 million
at 30 September 2020 and GBP5.5 million at 28 February 2021.
Keith Butler-Wheelhouse, Chairman of Chamberlin, said:
"We are delighted with the support shown by our existing and new
shareholders through this fundraise which places Chamberlin on a
sounder financial footing. Management are confident that sales at
Chamberlin will stabilise in the first half of the new financial
year and will then grow from the post BorgWarner low, with the
growth gathering pace in the second half. The Board expects growth
from all business units and a return to profitability and cash
generation post our restructuring."
This Announcement is released by Chamberlin plc and contains
inside information for the purposes of Article 7 of MAR, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation, the person responsible for arranging for the release of
this Announcement on behalf of the Company is Neil Davies, Finance
Director.
Enquiries:
Chamberlin plc T: 01922 707100
Kevin Nolan, Chief Executive
Neil Davies, Finance Director
Cenkos Securities plc (Nominated Adviser T: 020 7397 8900
and Joint Broker)
Russell Cook
Katy Birkin
Peterhouse Capital Limited (Joint Broker) T: 020 7469 0930
Heena Karani
Duncan Vasey
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Trevor Brown
---------------------------------------- --------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Non-executive Director
---------------------------------------- --------------------------------
b) Initial notification/Amendment Initial Notification
---------------------------------------- --------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Chamberlin plc
---------------------------------------- --------------------------------
b) LEI 213800OS2SK73PPFO761
---------------------------------------- --------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------
a) Description of the financial Ordinary shares of 0.1p each
instrument, type of instrument
---------------------------------------- --------------------------------
Identification code GB0001870228
---------------------------------------- --------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
pursuant to Subscription
---------------------------------------- --------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- -------------- ----------------
GBP0.06 17,500,000
------------------------------------------------------------ ----------------
d) Aggregated information N/A (single transaction)
---------------------------------------- --------------------------------
Aggregated volume N/A (single transaction)
---------------------------------------- -------------------------------------
Price N/A (single transaction)
---------------------------------------- -------------------------------------
e) Date of the transaction 26 March 2021
---------------------------------------- --------------------------------
f) Place of the transaction Outside of a trading venue
---------------------------------------- --------------------------------
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into 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 the securities laws of any
state or other jurisdiction of the United States.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants or, in the case of
each of the Joint Bookrunners , persons connected with them as
defined in the Financial Services and Markets Act 2000, as amended
("FSMA") (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.
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 has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").
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.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by the Joint Bookrunners, or by any of their respective
Affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
None of the information in this Announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective Affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Joint Bookrunners or any of their
Affiliates whatsoever for the contents of the information contained
in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for 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 Placing
Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Placing. The Joint Bookrunners and their respective
Affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and 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, completeness or sufficiency of the information
contained in this Announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company and
no-one else in connection with the Placing and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Cenkos Securities is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities or for
providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Peterhouse Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting solely for the Company and
no-one else in connection with the Placing and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Peterhouse is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Peterhouse or for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
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", "may",
"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
FCA, the London Stock Exchange or applicable law, the Company, the
Joint Bookrunners and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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.
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 Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
is not intended to provide the basis for any decision in respect of
the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation
that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
Placing Shares pursuant to the Placing are reminded that they
should conduct their own investigation, evaluation and analysis of
the business, data and property described in this Announcement. Any
indication in this Announcement of the price at which the Ordinary
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. The price and value of securities
can go down as well as up.
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.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for
their own account in such Placing Shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing
by, the Joint Bookrunners and any of their respective affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their respective affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. Neither of the Joint
Bookrunners intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Each prospective placee has been offered Placing Shares at the
Placing Price and the Placing Shares have been conditionally
subscribed by such placees pursuant to irrevocable placing letters
issued by the Joint Bookrunners.
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.
UK Product Governance Requirements
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 Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the 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 Directive 2014/65/EU (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 the requirements
of 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
COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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 retail clients and investors who meet
the criteria of professional clients and 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"). Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the placing. Furthermore, it is noted
that, notwithstanding the EU 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 EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFLFIAVLIEFIL
(END) Dow Jones Newswires
March 26, 2021 03:00 ET (07:00 GMT)
Chamberlin (LSE:CMH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Chamberlin (LSE:CMH)
Historical Stock Chart
From Apr 2023 to Apr 2024