TIDMSTOB
RNS Number : 0053Y
Stobart Group Limited
03 May 2019
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN OR INTO
CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OF
ANY SECURITIES, NOR SHALL THERE BE ANY OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN WHICH SUCH OFFER FOR SALE OR SOLICITATION WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014
3(rd) May 2019
Stobart Group Limited
(the "Stobart Group" or the "Company")
Pricing of Exchangeable Bond
Stobart Group Limited, the aviation, energy and civil
engineering group, today announces the placing of GBP53.075 million
of secured guaranteed exchangeable bonds (the "Bonds") by its
wholly owned subsidiary Stobart Finance PLC (the "Issuer").
The Bonds will have a five year maturity and will be
unconditionally and irrevocably guaranteed by the Company and will
be exchangeable into ordinary shares of 1 penny each in the capital
of Eddie Stobart Logistics PLC ("ESL") (the "Ordinary Shares").
The net proceeds of the Bonds are intended to be used to support
the Company's growth plans for aviation and energy. The Bonds will
be issued at par, in principal amounts of GBP100,000 and integral
multiples of GBP1,000 in excess thereof, and will bear interest at
2.75% per annum, payable semi-annually in arrear in equal
instalments. The Issuer will also pay holders of the Bonds
("Bondholders") a cash amount equal to the gross value of all cash
dividends attributable to the Ordinary Shares during the term of
the Bonds.
The Bonds will be secured by (among other things) a charge over
the Ordinary Shares held by the Issuer from time to time and
certain contractual rights of the Issuer.
Unless previously redeemed or purchased and cancelled by the
Issuer, each Bond will be exchangeable, broadly at any time during
their five year term, at the sole option of the Bondholders into a
pro rata number of Ordinary Shares (the "Exchange Right") (the
"Exchange Property"). The initial exchange price of the Bonds has
been set at GBP1.1875 representing a premium of 25% above the
reference price of GBP0.95 (the "Reference Share Price"). The Bonds
will contain customary provisions for the adjustment to the
Exchange Property in the event of the occurrence of certain
dilutive events including, among others, share sub-divisions,
consolidations, and redenominations, rights issues, bonus issues,
reorganisations and capital distributions.
Upon the exercise by a Bondholder of its Exchange Right, the
Issuer may elect to settle its obligations by way of delivery of
the Exchange Property, payment of a cash alternative amount
(calculated by reference to the volume weighted average price of an
Ordinary Share on the London Stock Exchange over of period of 40
consecutive trading days commencing on the second trading day after
the Issuer advises a Bondholder that it has elected to settle its
obligations under the Exchange Right in full or part by payment of
a cash amount) or a combination of the two.
Unless previously exchanged, redeemed, or purchased and
cancelled, and subject to a share redemption option of the Issuer,
the Bonds will be redeemed at par on 8(th) May 2024 (the "Maturity
Date").
The Issuer will have the option to redeem the Bonds in whole,
but not in part, at their principal amount together with accrued
interest:
-- at any time on or after the date falling 3 years and 21 days
after the Closing Date if the volume weighted average price on the
London Stock Exchange of the Ordinary Shares underlying each
GBP1,000 principal amount of Bonds shall have exceeded GBP1,300 on
at least 20 out of 30 consecutive trading days; or
-- at any time if, Exchange Rights shall have been exercised
and/or purchases (and corresponding cancellations) and/or
redemptions effected in respect of 85 per cent. or more in
principal amount of the Bonds originally issued; or
-- in the event of an offer relating to the underlying Ordinary
Shares where the offer consideration consists wholly of cash, at
any time on or after the date falling 10 trading days after the
offer consideration date.
The Issuer intends to make the Ordinary Shares underlying the
Bonds available to Bondholders for hedging purposes and will lend
such Ordinary Shares under a stock lending arrangement (but without
making any undertakings as to the availability of the Ordinary
Shares to individual Bondholders, and the Issuer may terminate or
be required to terminate the stock lending arrangement at any time
and without putting in place a replacement arrangement).
Settlement and delivery of the Bonds is expected to take place
on 8(th) May 2019 (the "Closing Date").
It is intended that application will be made for the Bonds to be
admitted to trading on the Open Market (Freiverkehr) of the
Frankfurt Stock Exchange within 30 days after the Closing Date.
In connection with the offering of the Bonds, the Sole
Bookrunner may purchase Ordinary Shares sold by investors in the
Bonds as part of the investors' hedging activities.
Stifel Nicolaus Europe Limited is acting as Sole Bookrunner.
Orbit Investment Securities Services Plc is acting as Selling
Agent.
Warwick Brady, CEO of Stobart Group said:
"Stobart Group is focused on accelerating the growth in its core
Aviation and Energy divisions. These divisions require further
investment in order to optimise shareholder returns on a
sustainable basis. The Group has reviewed its capital requirements
and the most effective use of its assets and investments in order
to achieve this aim. The issuance of this bond allows Stobart Group
to realise the value of its interest in Eddie Stobart Logistics
while protecting the long-term interests of shareholders."
Contact Details:
Stobart Group Limited
Charlie Geller, Head of Group
Communications
+44 (0) 207 710
Stifel Nicolaus Europe Limited 7600
Christopher Thurn
Alex Price
This announcement relates to information that qualified, or may
have qualified, as inside information for the purposes of Article
7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Louise Brace, Company
Secretary of Stobart Group Limited. In addition, market soundings
(as defined in MAR) were taken in respect of the offering of the
Bonds 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.
DISCLAIMER
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE SOLE
BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT
AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE
BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE ISSUER, THE COMPANY AND THE SOLE BOOKRUNNER TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED IN REGULATION
S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "U.S.
SECURITIES ACT")). THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED
STATES ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN THE
UNITED STATES OR IN ANY OTHER JURISDICTION.
THIS DOCUMENT AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND
DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH, A
"MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN
THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
(DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"). EACH PERSON WHO
INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY OFFER OF
SECURITIES MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED,
ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR. FOR THESE
PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE
2003/71/EC (AS AMED), AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN THE MEMBER STATE.
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 BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR
RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO
CONSIDERATION THE MANUFACTURER'S TARGET MARKET ASSESSMENT; HOWEVER,
A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING
ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER
ADOPTING OR REFINING THE MANUFACTURER'S TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
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 BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A
RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A
RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II;
OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO
KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014,
AS AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE
BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE
EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS
OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE
EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may OR SHOULD Be placed for any purpose on the information
contained in this announcement or on its completeness, accuracy or
fairness.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
PUBLICLY AVAILABLE INFORMATION RELATING TO THE ISSUER, THE COMPANY,
EDDIE STOBART LOGISTICS PLC ("ESL") AND THE ORDINARY SHARES and the
information contained in the term sheet to be issued by the Issuer
in connection with the Offering. NEITHER THE SOLE BOOKRUNNER NOR
ANY OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF,
OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF,
THIS ANNOUNCEMENT OR ANY PUBLICLY AVAILABLE INFORMATION RELATING TO
THE ISSUER, THE COMPANY, ESL OR THE ORDINARY SHARES. THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN
ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
UNDERLYING ORDINARY SHARES (TOGETHER WITH THE BONDS, THE
"SECURITIES"). NONE OF THE ISSUER, THE COMPANY OR THE SOLE
BOOKRUNNER MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE
SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE
ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN
THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES
EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE
COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT
BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE
IN RELATION TO THE SECURITIES.
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
MSCQXLBBKEFEBBX
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May 03, 2019 02:55 ET (06:55 GMT)
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