TIDMFDEV
RNS Number : 3414R
Frontier Developments PLC
20 September 2017
Not for publication, distribution or release, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or any other
jurisdiction in which such release, publication or distribution
would be unlawful.
20 September 2017
Frontier Developments plc
("Frontier" or the "Company")
Proposed secondary placing of 3,850,748 Ordinary Shares in
Frontier
Frontier Developments plc (AIM: FDEV), today announces that it
has been notified by certain Directors of the Company (the "Selling
Shareholders"), of their intention to sell 3,850,748 ordinary
shares of 0.5 pence each in the Company ("Placing Shares") at a
price of 920 pence per Placing Share (the "Placing").
The Company has been notified today that, prior to the Placing,
David Walsh, Chief Operating Officer, and Jonathan Watts, Chief
Creative Officer, intend to exercise 300,000 and 100,000 options
over ordinary shares in the Company ("Options") respectively
(together, the "Exercises"). In respect of David Walsh's 300,000
Options, he intends to exercise 20,000 Options at an exercise price
of 89.0 pence per Option, 180,000 Options at 95.0 pence per Option
and 100,000 Options at an exercise price of 257.5 pence per Option.
Jonathan Watts' 100,000 Options have an exercise price of 257.5
pence per Option.
All the new ordinary shares issued pursuant to the Exercises are
included within the aggregate amount of Placing Shares. Following
the Exercises, the Company's issued share capital will consist of
38,165,131 ordinary shares of 0.5 pence each ("Ordinary Shares").
The Placing Shares in aggregate represent approximately 10.1% of
the Company's issued share capital following the Exercises. The
Company holds no Ordinary Shares in treasury.
The sale of the Placing Shares will be effected by way of an
accelerated bookbuild to institutional investors, which will be
launched immediately following this announcement. Liberum Capital
Limited ("Liberum") and finnCap Ltd ("finnCap") are acting as Joint
Bookrunners in relation to the Placing.
The timing for the close of the bookbuild process and the
distribution of allocations will be at the absolute discretion of
Liberum and finnCap but the bookbuild process will, in any event,
be closed by no later than 6.00pm on 20 September 2017. The results
of the Placing will be announced as soon as practicable
thereafter.
The Selling Shareholders have undertaken that, without the prior
written consent of Liberum and finnCap, they will not dispose of
any further Ordinary Shares for a period ending on the first
anniversary of completion of the Placing (subject to customary
exceptions). Following completion of the Placing, Professional
Practice Automation LLP ("PPA"), a limited liability partnership in
which David Braben is a member and through which he is interested
in 2,001,573 Ordinary Shares, intends to transfer 1,990,573
Ordinary Shares to Mr. Braben's spouse for nil consideration (the
"Transfer"). Following the Transfer, which is expected to occur by
no later than 30 November 2017, Mrs. Irvin-Braben will be subject
to the terms of the lock up agreement.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Details of the numbers of Placing Shares to be disposed of by
the Selling Shareholders are as follows:
Resultant holding
assuming all
Placing Shares
sold(1)
Options Number
Current to be exercised of Placing Ordinary
Director shareholding Shares Shares %
David
Braben 17,160,953 Nil 3,000,000 14,160,953 37.1
David
Walsh 422,910 300,000 722,910 Nil Nil
Jonathan
Watts 67,838 100,000 127,838 40,000 0.1
(1) Based on the increased issued share capital following the
Exercises
The offering of Ordinary Shares by David Braben is expected to
provide increased liquidity, a wider shareholder base and a partial
monetisation. He remains the largest shareholder and strongly
aligned to the long term success of Frontier. The offering of
Ordinary Shares by David Walsh is expected to conclude his
obligations under a court order related to his divorce
settlement.
Assuming all the Placing Shares are sold, the Selling
Shareholders will, following completion of the Placing, continue to
hold, in aggregate, 37.2% of the enlarged issued share capital of
the Company.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation (EU) 596/2014. The person
responsible for making this announcement on behalf of the Company
is Alex Bevis.
For further information, please contact:
+44 (0)1223 394
Frontier Developments 300
David Braben, CEO
Alex Bevis, CFO
David Walsh, COO
Liberum - Nomad and Joint +44 (0)20 3100
Bookrunner 2000
Neil Patel / Cameron Duncan
+44 (0)20 7200
finnCap - Joint Bookrunner 0500
Matt Goode / Giles Rolls (Corporate
Finance)
Alice Lane (Corporate Broking)
+44 (0) 207 353
Tulchan Communications 4200
James Macey White / Matt Low
About Frontier Developments plc
Frontier Developments plc, listed on the AIM stock market (AIM:
FDEV), is a leading independent creator of self-published videogame
franchises founded in 1994 by David Braben, co-author of the
seminal 'Elite' game. Based in Cambridge, Frontier uses its
proprietary 'COBRA' game development technology to create
innovative games, currently focusing on videogame consoles and
personal computers.
www.frontier.co.uk
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE; AND (3) IN THE UNITED STATES OR TO ANY US PERSONS
(AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE
US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")), TO
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Australia, Canada, Japan or South Africa or in
any other jurisdiction in which such an offer or invitation is
unlawful ("Restricted Jurisdictions"). Neither this announcement
nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted
Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant
Restricted Jurisdiction.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.
Any offers and sales of the Placing Shares to US persons (as such
term is defined in Regulation S under the Securities Act) will be
made only to persons who are "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Company, the Selling Shareholders, Liberum or finnCap or any of
their respective affiliates.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, the Selling
Shareholders, Liberum, finnCap or any of their respective
affiliates that would, or which is intended to, permit a public
offer of the Placing Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, the Selling Shareholders, Liberum and finnCap to inform
themselves about and to observe any applicable restrictions.
Liberum which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of Liberum, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
finnCap which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEOKKDBPBKDACB
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