TIDMJOUL
RNS Number : 6640I
Joules Group plc
03 April 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Joules Group plc
("Joules", the "Company")
Result of Placing
Joules, the premium British lifestyle brand, is pleased to
announce the completion of the placing announced yesterday (the
"Placing").
A total of 18,750,000 new ordinary shares of 1 pence each
("Ordinary Shares") (the "Placing Shares") were placed by Peel Hunt
LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum") at a
price of 80 pence per share (the "Placing Price"), raising GBP15
million gross proceeds. The Placing was conducted by way of an
accelerated bookbuild process. Peel Hunt and Liberum acted as joint
bookrunners on the Placing.
As outlined in the launch announcement for the Placing, the
proceeds of the Placing are expected to provide the Company
sufficient liquidity headroom in a COVID-19-related downside
scenario, as well as allow the Company to emerge relatively
stronger from this unprecedented situation.
All Directors of the Company participated in the Placing,
subscribing for 1,468,750 Placing Shares in aggregate, equating to
7.8 per cent. of the Placing.
Nick Jones, Chief Executive Officer of the Company, said :
"This placing will help Joules to deliver its long-term growth
plans as well as supporting the business to successfully navigate
through the current unprecedented trading environment. I would like
to take this opportunity to thank all our colleagues, customers and
the wider Joules community of suppliers and partners for their
continuing support throughout this challenging period for us
all.
We are delighted with the levels of support from our
shareholders which reflects broad recognition of the strength of
the Joules brand and our business model as well as our exciting,
long-term prospects."
Application has been made for the Placing Shares to be admitted
to trading on AIM ("Admission"). It is anticipated that trading in
the Placing Shares will commence on AIM at or around 8.00 a.m. on 7
April 2020. The Placing Shares will rank pari passu with the
existing Ordinary Shares in issue. The Placing Shares will
represent approximately 17.3 per cent. of the Company's enlarged
issued share capital on Admission (assuming no other issuance of
Ordinary Shares prior to Admission).
Following Admission of the Placing Shares, the Company's issued
and fully paid share capital will consist of 108,135,920 Ordinary
Shares, all of which carry one voting right per share. The Company
does not hold any Ordinary Shares in treasury. The figure of
108,135,920 Ordinary Shares may be used by shareholders as the
denominator for the calculation 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 Disclosure Guidance and
Transparency Rules.
Related party transactions
As set out below, the Directors of the Company have agreed to
subscribe for a total of 1,468,750 Placing Shares in the Placing.
The Directors (acting together) will be treated as a "related
party" for the purposes of Rule 13 of the AIM Rules in relation to
the participation by them in the Placing.
In lieu of any independent directors' recommendation in relation
to the Directors' participation in the Placing, in order to provide
a statement as to what is fair and reasonable, Peel Hunt, in its
capacity as Nominated Adviser to the Company for the purposes of
the AIM Rules, considers that the Directors' participation in the
Placing is fair and reasonable insofar as the shareholders of the
Company are concerned.
Director participation in the Placing
The Directors of the Company have agreed to subscribe for a
total of 1,468,750 Placing Shares in the Placing. Their individual
subscriptions are set out below:
Resultant holding
Director Number of Placing Number of Ordinary % Enlarged Issued
Shares Shares Share Capital
Tom Joule 1,250,000 29,498,433* 27.28%
Nick Jones 93,750 93,750 0.09%
Marc Dench 25,000 281,398 0.26%
Ian Filby 50,000 50,000 0.05%
Jill Little 12,500 38,125 0.04%
David Stead 37,500 68,750 0.06%
Total 1,468,750 30,030,456 27.77%
*This figure includes nine million Ordinary Shares transferred
by Tom Joule on 1 February 2019 to five discretionary trusts (the
"Trusts"). Tom Joule is one of the trustees of each of the Trusts,
and the holder of trust protectorship rights over the Trusts, which
gives him effective voting control of the shares held by the
Trusts.
Enquiries:
Joules Group plc via Hudson Sandler
Nick Jones, Chief Executive Officer
Marc Dench, Chief Financial Officer
Peel Hunt LLP (NOMAD and joint Tel: +44 (0) 20
broker) 7418 8900
George Sellar / Andrew Clark (Corporate)
Al Rae / Sohail Akbar (ECM)
Liberum Capital Limited (Joint Tel: +44 (0) 20
broker) 3100 2000
John Fishley / Edward Thomas /
Louis Davies
Hudson Sandler ( Financial PR) Tel: +44 (0) 20
Alex Brennan 7796 4133
Lucy Wollam
This announcement is released by Joules Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Marc Dench, Chief Financial Officer.
IMPORTANT NOTICE
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by the Company, Peel Hunt, Liberum or
any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants, persons connected
with them as defined in FSMA (as defined below) (together,
"Affiliates") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"), (B) if in the United Kingdom, Qualified Investors 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, as amended (the "Order") or fall within the
definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the Order or (C)
persons to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. 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 or the Placing
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. As regards all persons other than
Relevant Persons, the details of the Placing set out in this
Announcement are for information purposes only.
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.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
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 Prospectus Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by Peel Hunt, Liberum or any of their
respective Affiliates.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the London Stock Exchange or
applicable law, the Company, Peel Hunt, Liberum and their
respective Affiliates undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt and Liberum, each of which is authorised and regulated
in the United Kingdom by the FCA, are acting exclusively for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients for providing
advice in relation to the Placing, or any other matters referred to
in this Announcement.
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 or on behalf of the Company, Peel Hunt,
Liberum or by their respective Affiliates 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 therefor
is expressly disclaimed.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or 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 pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
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 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
ROISSWESEESSELL
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April 03, 2020 02:00 ET (06:00 GMT)
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