TIDMPURP
RNS Number : 6043Z
Purplebricks Group PLC
15 March 2017
The information contained in this announcement is inside
information for the purposes of article 7 of Regulation
596/2014.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
15 March 2017
PROPOSED PLACING OF APPROXIMATELY 7.9 MILLION ORDINARY SHARES IN
PURPLEBRICKS GROUP PLC (THE "COMPANY") BY CERTAIN DIRECTORS AND
PDMRS OF THE COMPANY, AND CERTAIN OF THEIR CONNECTED PERSONS
(TOGETHER THE "SELLERS")
The Company and the Sellers announce the intention of the
Sellers to sell an aggregate of approximately 7.9 million ordinary
shares (the "Placing Shares") in the Company. The Placing Shares
represent approximately 2.9% of the Company's issued share
capital.
Details of the proposed number of Placing Shares to be sold by
certain of the Sellers, being Directors of the Company or their
connected persons, are as follows:
Shareholding Proposed Resultant holding
pre-placing(1) number assuming
of Placing all Placing
Shares Shares sold(1)
to be sold
Seller Role Number Percentage Number Percentage
of ordinary of issued of ordinary of issued
shares share shares share capital
capital
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Chief
Michael Executive
Bruce(2) Officer 41,329,258 15.28 3,640,658 37,688,600 13.93
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Chief
Financial
Neil Cartwright(3) Officer 2,101,502 0.78 1,000,000 1,101,502 0.41
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Independent
William Non-Executive
Whitehorn Director 1,088,269 0.40 250,000 838,269 0.31
(1) Including those shares held by members of the shareholder's
family as defined in the AIM Rules for Companies
(2) The Placing Shares to be sold are held by Isabel Bruce, wife
of Michael Bruce. Michael Bruce also holds options over 2,522,585
ordinary shares in the Company
(3) Neil Cartwright also holds options over 757,492 ordinary shares in the Company
Details of the proposed number of Placing Shares to be sold by
certain of the Sellers, being Persons Discharging Managerial
Responsibilities ("PDMRs"), are as follows:
Seller Role Proposed number of Placing
Shares to be sold
--------------- ---------------------- --------------------------
Matthew Farrow Finance Director 333,333
--------------- ---------------------- --------------------------
Kenneth Bruce Sales Director 2,137,303
--------------- ---------------------- --------------------------
James Kydd Director of Marketing 140,000
--------------- ---------------------- --------------------------
Chief Information
David Shepherd Officer 300,000
--------------- ---------------------- --------------------------
Chief Technology
David Kavanagh Officer 100,000
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Zeus Capital Limited ("Zeus Capital"),
Peel Hunt LLP ("Peel Hunt") and Investec Bank plc ("Investec") are
acting for the Sellers in connection with the Placing (the "Joint
Bookrunners").
The remainder of the Company's shares held by the Sellers and
their connected persons following the Placing will be subject to a
lock-up which ends 6 months after completion of the Placing
(subject to waiver by the Joint Bookrunners).
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by the
Joint Bookrunners and the Sellers at the close of the bookbuild
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timings for the close of the
bookbuild process are at the absolute discretion of the Joint
Bookrunners. The placing is subject to demand, price and market
conditions.
Enquiries:
Purplebricks +44 (0) 20 7457 2020
Michael Bruce
Zeus Capital +44 (0) 20 3829 5000
Ben Robertson, Nicholas How, John Goold, Pippa Underwood
Peel Hunt +44 (0) 20 7418 8900
Dan Webster, Jock Maxwell Macdonald, George Sellar
Investec +44 (0) 20 7597 4000
Keith Anderson, Carlton Nelson, Neil Coleman
Instinctif Partners +44 (0) 20 7457 2020
David Simonson, Mark Reed, George Yeomans
This announcement is released on behalf of the Company and the
Sellers. The person responsible for arranging for the release of
this announcement on behalf of the Company is Michael Bruce, Chief
Executive Officer.
Important information
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 AMMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (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 (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
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 of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South
Africa, Jersey or Japan or in any other jurisdiction in which such
an offer or solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa, Jersey or Japan. Such securities may not
be offered or sold in the United States unless registered under the
US Securities Act or offered in a transaction exempt from, or not
otherwise subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of such securities in the United States or in any other
jurisdiction.
The securities referred to herein 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 any of
the Sellers, the Company, Zeus Capital, Peel Hunt, Investec or any
of their respective affiliates or connected persons.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa, Jersey or Japan. The distribution
of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this document or
other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
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 Sellers, Zeus Capital, Peel
Hunt, Investec or any of their respective affiliates or connected
persons 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.
Zeus Capital Limited is authorised and regulated in the United
Kingdom by the FCA and is acting as joint bookrunner to the Sellers
in respect of the Placing. Peel Hunt LLP is authorised and
regulated in the United Kingdom by the FCA and is acting as joint
bookrunner to the Sellers in respect of the Placing. Investec Bank
plc, which is authorised in the United Kingdom by the Prudential
Regulatory Authority ("PRA") and is regulated in the United Kingdom
by the PRA and the FCA, is acting as joint bookrunner to the
Sellers in respect of the Placing. Each of Zeus Capital, Peel Hunt
and Investec is acting for the Sellers and for no-one else in
connection with the Placing, and will not be treating any other
person as its respective client in relation thereto and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Zeus Capital,
Peel Hunt or Investec, as the case may be, by Financial Services
and Markets Act 2000 (as amended), any liability therefor is
expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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