TIDMDFS
RNS Number : 5743K
DFS Furniture PLC
23 April 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
For Immediate Release
23 April 2020
DFS Furniture plc
Results of Placing
DFS Furniture plc ("DFS" or the "Group" or the "Company") is
pleased to announce the successful completion of the placing
announced yesterday (the "Placing").
A total of 42,309,457 new ordinary shares in DFS (the "Placing
Shares") have been placed by Jefferies International Limited
("Jefferies"), Peel Hunt LLP ("Peel Hunt"), Barclays Bank PLC,
acting through its investment bank ("Barclays") and BNP PARIBAS
("BNP Paribas") (together the "Joint Bookrunners") at a price of
150 pence per Placing Share (the "Placing Price"), with existing
and new institutional investors. Jefferies and Peel Hunt are acting
as joint global coordinators, joint bookrunners and corporate
brokers. Barclays and BNP Paribas are acting as joint global
coordinators and joint bookrunners. In conjunction with the
Placing, certain directors and members of the senior management
team of the Company will subscribe (the "Subscription") for an
aggregate of 296,662 new ordinary shares in the capital of the
Company (the "Subscription Shares"), at the Placing Price, pursuant
to subscription letters entered into with the Company.
Together, the Placing and Subscription of an aggregate of
42,606,119 new ordinary shares will raise gross proceeds of
approximately GBP64 million. The Placing Price of 150 pence
represents a premium of 16.3% to the closing share price of 129
pence on 22 April 2020. The Placing Shares and Subscription Shares
together represent approximately 19.9% of the issued ordinary share
capital of DFS prior to the Placing and Subscription.
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and Subscription
Shares to the premium listing segment of the Official List
maintained by the FCA and to London Stock Exchange plc (the "LSE")
for admission to trading of the Placing Shares and Subscription
Shares on the LSE's main market for listed securities (together,
"Admission"). It is expected that Admission will take place at or
around 8.00 a.m. on Monday, 27 April 2020 (or such later date as
may be agreed between DFS and the Joint Bookrunners) and that
dealings in the Placing Shares and Subscription Shares will
commence at the same time. The Placing is conditional upon, inter
alia, Admission becoming effective and the placing agreement
between the Company and the Banks (the "Placing Agreement") not
being terminated in accordance with its terms.
The Placing Shares and the Subscription Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares of DFS. This
includes the right to receive all dividends and other distributions
declared or paid in respect of such ordinary shares after the date
of issue of the Placing Shares and Subscription Shares.
Following Admission, the total number of ordinary shares in
issue in DFS will be 255,636,720. DFS currently holds 266,473
ordinary shares in treasury, and, therefore, following Admission,
the total number of ordinary shares with voting rights in the DFS
in issue will be 255,370,247. This figure may be used by
shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, DFS under the FCA's Disclosure
Guidance and Transparency Rules (the "DTRs").
Director and PDMR participation
Certain directors of the Company and other persons discharging
managerial responsibilities ("PDMR") and/or persons closely
associated with them have agreed to subscribe for, in aggregate,
Subscription Shares, at the Placing Price, as follows:
Name Number of Subscription Resultant Number % Enlarged Total
Shares of Ordinary Shares Voting Rights
Ian Durant 16,666 44,666 0.02%
Tim Stacey 15,333 477,208 0.19%
Mike Schmidt 10,000 19,375 0.01%
Alison Hutchinson 13,333 13,333 0.01%
Stephen Johnson 26,666 26,666 0.01%
Jo Boydell 13,333 13,333 0.01%
Jane Bednall 13,333 13,333 0.01%
Related party transaction
Franklin Templeton Investment Management Ltd. ("Franklin
Templeton") is a substantial shareholder in the Company for the
purposes of the Listing Rules as a result of having been entitled
to exercise, or to control the exercise of, over 10 per cent. of
the votes able to be cast at general meetings of the Company within
the last 12 months. Franklin Templeton is therefore considered to
be a related party for the purposes of the Listing Rules. Franklin
Templeton has agreed to subscribe for 3,911,843 Placing Shares in
the Placing, at an aggregate price of approximately GBP5.9 million.
The participation in the Placing by Franklin Templeton constitutes
a "smaller" related party transaction and falls within Listing Rule
11.1.10 R and this announcement is therefore made in accordance
with Listing Rule 11.1.10R(2)(c).
Enquiries:
DFS Furniture plc
Tim Stacey, CEO
Mike Schmidt, CFO
Via Tulchan
Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker)
Paul Nicholls
Max Jones
Lee Morton
+44 (0) 20 7029 8000
Peel Hunt (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker)
Dan Webster
Al Rae
+44 (0) 20 7418 8900
Barclays (Joint Global Coordinator and Joint Bookrunner)
Ken Brown
Chris Madderson
+44 (0) 20 7623 2323
BNP Paribas (Joint Global Coordinator and Joint Bookrunner)
Abid Chaudhri
Paul Frankfurt
Lewis Burnett
+44 (0) 20 7595 2000
Tulchan (Financial PR)
James Macey-White
Jessica Reid
+44 (0)20 7353 4200
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
No action has been taken by the Company, the Joint Bookrunners
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the securities referred
to herein or possession or distribution of this Announcement or any
other offering or publicity material relating to such securities
referred to herein in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
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 Regulation (EU) 2017/1129, as
amended from time to time (the "Prospectus Regulation")) to be
published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
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, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933 (the "Securities Act")
or under the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold 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 the securities laws of any state or any other jurisdiction of
the United States. The securities referred to herein are, subject
to certain exceptions, being offered and sold only outside the
United States in accordance with Regulation S under the Securities
Act. No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
Members of the public are not eligible to take part in the
Placing. In the European Economic Area ("EEA"), this Announcement
is directed only at and may only be communicated to persons who are
"qualified investors" within the meaning of Article 2(e) of
Prospectus Regulation ("Qualified Investors").
In the United Kingdom, this Announcement is directed only at and
may only be communicated to Qualified Persons who are also (i)
persons having 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");
(ii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in
Article 49(2) of the Order; or (c) persons to whom it may otherwise
lawfully be communicated (together, "Relevant Persons").
Any investment activity to which the Announcement relates is
only available to and will only be engaged with (i) Relevant
Persons in the United Kingdom and; (ii) Qualified Investors in the
EEA, and any other persons within the United Kingdom or the EEA who
receive the Announcement should not rely on or act upon the
Announcement.
Certain statements contained in this Announcement may constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The
important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, among others, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
directors and the Joint Bookrunners each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, the Market Abuse Regulation,
the DTRs, the rules of the London Stock Exchange or the FCA.
Each of Jefferies and Peel Hunt is authorised and regulated in
the United Kingdom by the FCA. Barclays is authorised by the
Prudential Regulatory Authority (the "PRA") and regulated in the
United Kingdom by the PRA and the FCA. BNP Paribas is lead
supervised by the European Central Bank ("ECB") and the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR") (and its London
Branch is authorised by the ECB, the ACPR and the PRA and subject
to limited regulation by the FCA and the PRA).The Joint Bookrunners
are acting exclusively for the Company and no one else in
connection with the Placing, the content of this Announcement and
other matters described in this Announcement. The Joint Bookrunners
will not regard any other person as their clients in relation to
the Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their clients or for providing advice
to any other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this
Announcement.
This Announcement has been 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 the
Joint Bookrunners or by any of its 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 therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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. 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.
Any indication in this Announcement of the price at which
ordinary 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 intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
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 Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Information for Distributors
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 securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein are: (i) compatible with an end target market of
retail investors 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 "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein 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 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 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 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 securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein 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.
END
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April 23, 2020 02:00 ET (06:00 GMT)
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