TIDMDPLM
RNS Number : 3052T
Diploma PLC
17 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, 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 CONTAINS INSIDE INFORMATION.
For immediate release
17 March 2023
DIPLOMA PLC
Result of Placing
Diploma PLC ("Diploma" or the "Company"), the international
group supplying specialised technical products and services,
announces the successful pricing of the non-pre-emptive placing of
new ordinary shares of 5p each in the capital of the Company
("Ordinary Shares") following yesterday's announcement (the
"Placing").
A total of 9,297,005 new Ordinary Shares (the "Placing Shares")
have been placed with institutional investors by Barclays Bank PLC
("Barclays") and Numis Securities Limited ("Numis") (together, the
"Bookrunners") at a price of 2,525 pence per Placing Share (the
"Placing Price") raising gross proceeds of approximately GBP235
million.
Concurrently with the Placing, each of the directors of the
Company have subscribed for an aggregate of 3,960 new Ordinary
Shares (the "Subscription Shares"), at the Placing Price, pursuant
to subscription letters entered into with the Company (the
"Subscription"). The proceeds of the Subscription will be
approximately GBP100,000. In addition, retail investors have
subscribed in the separate offer made by the Company via the
PrimaryBid platform for a total of 50,000 new Ordinary Shares (the
"Retail Shares") at the Placing Price (the "Retail Offer") raising
gross proceeds of approximately GBP1 million.
Together, the Placing, Subscription and Retail Offer (together,
the "Capital Raise") in aggregate comprised 9,350,965 new Ordinary
Shares, and will raise gross proceeds of approximately GBP236
million. The Placing Price represents a discount of approximately
4.2 per cent to the closing share price of 2,636 pence on 16 March
2023. The Placing Shares, the Subscription Shares and the Retail
Offer Shares (together, the "New Ordinary Shares") being issued
together represent approximately 7.5 per cent of the existing
issued ordinary share capital of Diploma prior to the Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the New Ordinary Shares to the premium listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of the LSE (together, "Admission"). It
is expected that Admission will become effective on or before 8.00
a.m. on 21 March 2023. The Placing, the Subscription and the Retail
Offer are conditional upon, amongst other things, Admission
becoming effective and upon the placing agreement between the
Bookrunners and the Company not being terminated in accordance with
its terms.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with each other and
with the existing Ordinary Shares, including, without limitation,
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Following Admission, the total number of ordinary shares in
issue in Diploma will be 134,030,507. The Company does not hold any
shares in treasury, and therefore the total number of voting rights
in Diploma will be 134,030,507 following Admission, and this figure
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 FCA's Disclosure Guidance and Transparency Rules.
Board participation in the Subscription
Each of the directors of the Company have agreed to subscribe
for the number of Subscription Shares at the Placing Price opposite
their name as set out below:
Name Number of Subscription Shares
---------------- ------------------------------
David Lowden 396
Johnny Thomson 990
Chris Davies 990
Anne Thorburn 396
Dean Finch 396
Andy Smith 396
Geraldine Huse 396
Smaller related party transaction
Capital Group ("Capital") 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. Capital is therefore considered
to be a related party of the Company for the purposes of the
Listing Rules. Capital has agreed to subscribe for 1,806,310
Placing Shares at the Placing Price for an aggregate consideration
of approximately GBP46 million. The participation in the Placing by
Capital constitutes a "smaller" related party transaction and falls
within Listing Rule 11.1.10R and this announcement (the
"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 releasing this Announcement is John
Morrison, Company Secretary.
Diploma PLC LEI: 2138008OGI7VYG8FGR19
For further information please contact:
+44 (0)20 7549
Diploma 5700
J ohnny Thomson
Chris Davies
Kellie McAvoy
Barclays (Joint Global Coordinator and Joint +44 (0)20 7623
Bookrunner ) 2323
Alisdair Gayne
Neal West
Guy Bomford
Chris Madderson
Numis (Joint Global Coordinator and Joint Bookrunner +44 (0)20 7260
) 1000
Mark Lander
Julian Cater
George Price
William Wickham
+44 (0)20 7353
Teneo 4200
Martin Robinson
Olivia Peters
Pre-Emption Group Reporting
The Placing 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 Diploma PLC
Transaction details In aggregate, Capital Raise of 9,350,965 New Ordinary
Shares (comprising 9,297,005 Placing Shares, 3,960 Subscription
Shares and 50,000 Retail Shares) represents approximately
7.5% of the Company's issued ordinary share capital.
Settlement for the New Ordinary Shares and Admission
are expected to take place on or before 8.00 a.m. on
21 March 2023.
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Use of proceeds The proceeds of the proposed Placing, Subscription and
Retail Offer will be used to refinance the consideration
paid for the acquisition of Tennessee Industrial Electronics,
LLC , a market leading value-add distributor of aftermarket
parts and repair services into the fast-growing US industrial
automation end market, with a focus on robotics and
computer numerical control (CNC) machines , as well
as provide the Group with greater flexibility to execute
on its strong M&A pipeline to accelerate future organic
growth .
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Quantum of proceeds In aggregate, the Capital Raise raised gross proceeds
of approximately GBP236 million and net proceeds of
approximately GBP232 million.
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Discount The Placing Price of 2,525 pence represents a discount
of 4.2 per cent. to the closing share price of 2,636
pence on 16 March 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 50,000 Retail 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 and Subscription.
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 Notices
No action has been taken by the Company, Barclays Bank PLC,
acting through its investment bank ("Barclays") or Numis Securities
Limited ("Numis" and, together with Barclays, the "Bookrunners") or
any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Bookrunners 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 Prospectus
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the
UK version of the EU Prospectus Regulation as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation")) 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 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 PLC, 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, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
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 Placing Shares are being offered and sold by the
Company only (i) 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;
and (ii) in the United States to a limited number of "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act). No public offering of securities is being made in the United
States.
This Announcement is for information purposes only and is
directed only at: (i) persons in member states of the European
Economic Area (the "EEA") who are qualified investors within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"); or (ii) in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation
who are (a) persons 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"); (b) persons who fall within Article 49(2)(a) to (d) of
the Order; or (c) otherwise, persons to whom it may otherwise
lawfully be distributed (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to
which this Announcement relates is available in member states of
the EEA only to Qualified Investors or the United Kingdom only to
Relevant Persons and will be engaged in only with such persons.
This Announcement must not be acted on or relied on by persons in
member states of the EEA who are not Qualified Investors or the
United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. 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, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
In Canada, the Placing Shares may only be offered and sold in
the provinces of Alberta, British Columbia, Ontario and Quebec on a
basis exempt from the prospectus requirements of applicable
securities laws. In connection with any offer or sale made to
investors in the Placing that are located in Canada, the Placee
will be required to provide a signed investor letter, confirming
its eligibility to participate in the Placing and containing
additional prescribed disclosure for the purposes of compliance
with Canadian securities law requirements.
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, the Bookrunners,
their respective 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 LSE or the FCA.
Barclays Bank PLC is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the FCA. Numis Securities Limited is authorised and regulated
in the United Kingdom by the FCA. Each of Barclays and Numis are
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 on 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 (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to
the Placing or any other matters referred to in this Announcement.
Neither Barclays nor Numis is acting for the Company with respect
to the Retail Offer or the Subscription.
Each of the Bookrunners and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Bookrunners and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
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 either
Bookrunner or by any of its affiliates or any person acting on its
or their behalf 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 investment decision with respect to the
Placing. 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 Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the LSE.
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.
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 Rules") and/or
any equivalent requirements elsewhere to the extent determined to
be applicable , 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 and/or any
equivalent requirements elsewhere to the extent determined to be
applicable ) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (b) 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 o er 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 su cient 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, each of Barclays and Numis will only
procure investors for the Placing Shares 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 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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END
ROIGPUUCWUPWUGM
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