TIDMDPLM
RNS Number : 2727T
Diploma PLC
16 March 2023
THIS 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 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF DIPLOMA PLC, IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ( " FSMA " ) AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH
IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY ( "
FCA " ) (FRN 779021).
16 March 2023
Diploma PLC
( " Diploma " or the " Company " )
Retail Offer by PrimaryBid
-- Diploma announces a Retail Offer via PrimaryBid;
-- The price will be determined at the close of the bookbuilding process;
-- The Retail Offer is available to existing shareholders and new investors;
-- Investors can access the Retail Offer through PrimaryBid's
app and through PrimaryBid's extensive partner network of
investment platforms, retail brokers and wealth managers, subject
to their participation;
-- Subscriptions through PrimaryBid's partner network can be
made from ISAs or SIPPs, as well as General Investment Accounts
(GIAs) ;
-- The issue price for the Retail Shares will be equal to the Placing Price;
-- There is a minimum subscription of GBP250 per investor in the Retail Offer; and
-- No commission is charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
Diploma PLC ( LON : DPLM), the international group supplying
specialised technical products and services, is pleased to
announce, a conditional offer for subscription via PrimaryBid (the
" Retail Offer " ) of new ordinary shares of 5 pence each in the
Company ( " Retail Shares " ) . The Company is also conducting a
placing of new ordinary shares (the " Placing Shares " ) by way of
an accelerated bookbuilding process (the " Placing " ) as announced
earlier today. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
bookbuilding process. In addition, the directors of the Company
intend to subscribe for new ordinary shares in the capital of the
Company alongside the Placing (the " Subscription " , together with
the Placing and the Retail Offer, the " Capital Raise " ).
The issue price for the Retail Shares, as well as for the new
ordinary shares in the Subscription, will be equal to the Placing
Price.
The Capital Raise is conditional on the new ordinary shares to
be issued pursuant to the Capital Raise being admitted to the
premium listing segment of the Official List of the FCA and
admitted to trading on the main market for listed securities of
London Stock Exchange plc ("Admission"). Admission is expected to
be take place at 8.00 a.m. on 21 March 2023 . The Retail Offer will
not be completed without the Placing also being completed.
The Company will use the funds raised by the Capital Raise to
refinance the consideration paid for the acquisition of Tennessee
Industrial Electronics, LLC, as well as provide the Group with
greater flexibility to execute on its M&A pipeline to
accelerate future organic growth.
Reason for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost, time to completion
and use of management time, the Company values its retail investor
base and is therefore pleased to provide individual and other
investors the opportunity to participate in the Retail Offer in
line with the Pre-Emption Group guidelines. Existing shareholders
and new investors can access the Retail Offer through PrimaryBid's
app and through PrimaryBid's extensive partner network of
investment platforms, retail brokers and wealth managers, subject
to their participation. PrimaryBid's app is available on the Apple
App Store and Google Play. After consideration of the various
options available to it, the Company believes that the separate
Retail Offer, which will give retail investors the opportunity to
participate in the Capital Raise alongside the Placing, is in the
best interest of shareholders, as well as wider stakeholders in the
Company. Investors wishing to subscribe to the Retail Offer using
their ISAs, SIPP or GIA should contact their investment platform,
retail broker or wealth manager. PrimaryBid does not charge
investors any commission for these services.
Brokers wishing to offer their customers access to the Retail
Offer, and future PrimaryBid transactions, should contact
partners@primarybid.com .
The Retail Offer will be open to individual and other investors
following the release of this announcement. The Retail Offer is
expected to close at the same time as the Placing . The Retail
Offer may close early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for new ordinary shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com .
The new Retail Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Company's existing ordinary
shares.
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 releasing this announcement is John
Morrison, Company Secretary.
Diploma
Johnny Thomson
Chris Davies
Kellie McAvoy +44 (0)20 7549 5700
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury
James Deal
Details of the Retail Offer
The Company highly values its retail investor base and Company
believes that it is appropriate to provide individual and other
interested investors the opportunity to participate in the Capital
Raise through the Retail Offer. The Company is therefore making the
Retail Offer available through the PrimaryBid.
The Retail Offer is offered under the exemptions from the
requirement to publish a prospectus under the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "Prospectus
Regulation"). As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation, or for approval
of the same by the FCA in its capacity as the UK Listing Authority.
The Retail Offer is not being made into any jurisdiction outside of
the United Kingdom.
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via PrimaryBid.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for new ordinary shares, is available to all persons who register
with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new ordinary shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
ordinary shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new ordinary shares if they are in any doubt.
Important Notices
Persons distributing this announcement must satisfy themselves
that is lawful to do so. This announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions.
The distribution of this announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any
of its affiliates, or any person acting on its or their behalf that
would permit an offer of the Retail Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this announcement and no such
prospectus is required (in accordance with the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018) to be published. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING 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, 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
INTENDED 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, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Retail Shares is being made in any such
jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction
of the United States, and may not be offered, sold or transferred
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. Accordingly, the Retail Shares are being offered
and sold by the Company only outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the
Securities Act ("Regulation S")) pursuant to Regulation S under the
Securities Act and otherwise in accordance with applicable laws. No
public offering of securities is being made in the United
States.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this announcement speak only as of the date
of this announcement. The Company, its directors, affiliates and
any person acting on its or their behalf 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, UK MAR, the Disclosure
Guidance and Transparency Rules, the rules of the London Stock
Exchange or the FCA.
This announcement has been issued by and is the sole
responsibility of the Company.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Retail Offer. 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. 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.
The Retail Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
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.
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.
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END
IOESFUFMMEDSEDD
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