TIDMMACF
RNS Number : 0514R
Macfarlane Group PLC
18 September 2017
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MACFARLANE GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MACFARLANE
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
18 September 2017
MACFARLANE GROUP PLC
("Macfarlane" or the "Company")
Result of Oversubscribed Placing
Following the earlier announcement this morning that Macfarlane
has entered into a conditional agreement to acquire Greenwoods and
is conditionally raising GBP8 million through a placing of new
ordinary shares in the Company, Macfarlane is pleased to announce
the completion of an oversubscribed Placing.
A total of 12,121,212 Placing Shares have been placed at a
Placing Price of 66 pence per Placing Share (the "Placing Price"),
representing a discount of approximately 1.1 per cent. to the
closing price on 15 September 2017, being the last practicable date
before this announcement.
Based on the Placing Price, the gross proceeds of the Placing
are GBP8 million. The Placing Shares and the Vendor Shares will
represent approximately 13.5 per cent. of the enlarged issued
ordinary share capital of the Company.
Application will be made to the UKLA and the London Stock
Exchange for the Placing Shares and Vendor Shares, a total of
21,212,121 Ordinary Shares, to be admitted to the Official List and
to trading on the Main Market ("Admission").
It is expected that Admission will become effective and that
dealings for normal settlement in the Placing Shares and Vendor
Shares on the Main Market will commence at 8.00 a.m. on 21
September 2017.
Related party transactions
The Company has today been notified that the following
substantial shareholders of the Company have agreed to acquire
Placing Shares pursuant to the terms of the Placing at the Placing
Price. Following Admission, their beneficial interests will be as
follows:
Shareholder No. of Placing Resulting % of enlarged
Shares acquired holding following issued voting
pursuant Admission share capital
to the terms
of the Placing
and aggregate
value at
Placing Price
Rights & Issues
Investment Trust 508,632
plc ("Rights
& Issues") GBP335,697 17,250,000 10.95%
Hargreave Hale 833,333
Limited ("Hargreave") GBP550,000 16,176,002 10.27%
Miton Asset
Management Limited 1,212,121
("Miton") GBP800,000 16,427,358 10.43%
The Placing is deemed to be a related party transaction as
described in the Listing Rules. As the participation of Rights
& Issues, Hargreave and Miton in the Placing is less than 5%
under the relevant class tests in the Listing Rules, shareholder
approval is not required under Listing Rule 11.
However the transaction falls within Listing Rule 11.1.10R and
as such the Company is required to obtain from Arden as Sponsor to
the Company confirmation the terms of the proposed transaction or
arrangement with the related party are fair and reasonable as far
as the shareholders of the Company (the "Shareholders") are
concerned.
The Directors, who have consulted with Arden in its capacity as
Financial Adviser and Sponsor to the Company, consider the Placing
to be fair and reasonable insofar as Shareholders are concerned and
to be in the best interests of the Company and its Shareholders as
a whole.
Total voting rights
Post completion of the Acquisition, and the issue of the Placing
Shares and Vendor Shares Macfarlane will have 157,547,618 Ordinary
Shares in issue. The Company does not hold any Ordinary Shares in
treasury. Therefore, on that basis, the total number of ordinary
shares and voting rights in the Company will be 157,547,618 post
Admission.
The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's
Disclosure and Transparency Rules.
All terms in this announcement have the meaning given to them in
the announcement made by the Company at 7 a.m. on 18 September 2017
unless otherwise defined herein.
Further Macfarlane Group Tel: 0141
enquiries: 333 9666
------------ ----------------- ---------------- -----------
Graeme Bissett Chairman
------------ ----------------- ---------------- -----------
Peter Atkinson Chief Executive
------------ ----------------- ---------------- -----------
John Love Finance
Director
------------ ----------------- ---------------- -----------
Arden Partners Tel: 0207
614 5900
------------ ----------------- ---------------- -----------
Steve Douglas Corporate
/ Ciaran Walsh Finance
------------ ----------------- ---------------- -----------
Matt Groves Corporate
Broking
------------ ----------------- ---------------- -----------
Spreng Thomson Tel: 0141
548 5191
------------ ----------------- ---------------- -----------
Callum Spreng Mob: 07803
970103
------------ ----------------- ---------------- -----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIOKFDNDBKDFCD
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