TIDMRUS
RNS Number : 9911H
Raven Russia Limited
13 June 2017
13 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION, INCLUDING IN THE UNITED STATES OF AMERICA, CANADA,
JAPAN, AUSTRALIA OR SOUTH AFRICA.
Raven Russia Limited ("Raven Russia" or the "Company")
Result of Placing of Convertible Preference Shares
Publication of Circulars in connection with the approval of the
Rule 9 Waivers and related party transactions, authority to issue
shares, disapplication of pre-emption rights, amendment to the New
Articles, Tender Offer, 2016 Annual Report, Notice of Annual
General Meeting, Notice of General Meeting and Notices of Class
Meetings
On 16 May 2017, the Board announced a proposed fundraising of
approximately GBP100 million by way of a placing of new Convertible
Preference Shares at 114 pence per share to be listed on TISE
Official List and traded on the SETSqx platform of the London Stock
Exchange.
The Company has secured firm commitments from new and existing
investors to subscribe for an aggregate number of 89,766,361
Convertible Preference Shares in the Placing, amounting to
approximately GBP102.3 million(1) in aggregate. The New Convertible
Preference Shares will rank pari passu in all respects with
Existing Convertible Preference Shares and will represent 45.2 per
cent. of the Convertible Preference Shares in issue following
Admission.
The Placing is conditional on, inter alia, Ordinary
Shareholders, Convertible Preference Shareholders and Preference
Shareholders passing the resolutions at the General Meeting
(including, inter alia, the Rule 9 Waivers and related party
transactions) and Class Meetings of Convertible Preference
Shareholders and Preference Shareholders, to be held on 3 July
2017, necessary to authorise the issue of the New Convertible
Preference Shares, and admission of the New Convertible Preference
Shares to the TISE Official List. Application has been made to the
TISE for the New Convertible Preference Shares to be admitted to
the TISE Official List and to trading on the SETSqx platform of the
London Stock Exchange on or around 4 July 2017.
On 13 March 2017, the Board of Raven Russia announced in its
results for the year ended 31 December 2016 that the Company
intended to offer to purchase 1 in every 26 Ordinary Shares by way
of a tender offer at a price of 52p per share. If the maximum
number of 26,220,304 Ordinary Shares is acquired (assuming no valid
exercise of Warrants or conversion of Convertible Preference Shares
in the period), this will result in an amount of GBP13.63 million
being paid by the Company to Ordinary Shareholders. It is intended
that the Ordinary Shares purchased under the Tender Offer will be
cancelled and not available for re-issue. The Tender Offer is open
to all holders of Ordinary Shares on the Company's register at 6.00
p.m. on Tuesday 11 July 2017, who may participate by tendering up
to their pro rata entitlement of Ordinary Shares at 1 for 26 at 52p
per share. Warrantholders or holders of Convertible Preference
Shares who wish to participate in the Tender Offer will be required
to exercise or convert (as the case may be) by 30 June 2017 in
accordance with their terms. No Ordinary Shares will be purchased
in relation to the Tender Offer unless the relevant resolution
approving such Tender Offer to be proposed at the Annual General
Meeting is passed.
The Company also announces that it will be posting today
circulars including notices convening the General Meeting and Class
Meetings, as applicable, to Ordinary Shareholders, Convertible
Preference Shareholders and Preference Shareholders in respect of
the Placing. The Company will also post to Ordinary Shareholders,
Convertible Preference Shareholders and Preference Shareholders the
2016 Annual Report and a notice of the Annual General Meeting
convened for 10.00 a.m. on 12 July 2017, together with a circular
containing details of the Tender Offer. A copy of each of the
circulars has been submitted to the National Storage Mechanism and
will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. The circulars and the 2016 Annual
Report will also shortly be available on the Company's website at
www.ravenrussia.com.
(1) Assuming that all of the Resolutions (including the Waiver
Resolutions and the RPT Resolutions) are passed. If either of the
Invesco Resolutions are not passed and each of the other
Resolutions are passed, the minimum amount raised under the Placing
will be GBP82,333,652. If either of the Woodford Resolutions are
not passed and each of the other Resolutions are passed, the
minimum amount raised under the Placing will be GBP59,333,652. If
(i) one or both of the Invesco Resolutions; and (ii) one or both of
the Woodford Resolutions are not passed, the minimum amount raised
under the Placing will be GBP39,333,653.
Further information
Raven Russia Limited Tel: +44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (PR Adviser) Tel: +44 (0) 20 3151
7008
Tim Robertson
Toby Andrews
N+1 Singer (UK Sponsor, Financial Adviser and Broker) Tel: +44
(0) 20 7496 3000
Corporate Finance - James Maxwell / Liz Yong
Sales - Alan Geeves / James Waterlow
Ravenscroft (TISE Sponsor) Tel: +44 (0) 1481 729100
Semelia Hamon
Defined terms in this announcement shall have the same meaning
as terms defined in the circular to Ordinary Shareholders dated
today, 13 June 2017.
Expected Timetable
Announcement of the Placing 16 May 2017
Posting of Circulars 13 June 2017
General Meeting of the Company 2.00 p.m. on 3 July
2017
Class Meeting of the Preference 2.30 p.m. on 3 July
Shareholders 2017 (or, if later,
immediately after
completion of the
General Meeting)
Class Meeting of the Convertible 2.45 p.m. on 3 July
Preference Shareholders 2017 (or, if later,
immediately after
completion of the
class meeting of
Preference Shareholders)
Expected completion of the by 8.00 a.m. on
Placing and Admission 4 July 2017
Annual General Meeting 10.00 a.m. on 12
July 2017
Announcement of results of by 8.00 a.m. on
Annual General Meeting and 13 July 2017
Tender Offer
Payment of Tender Offer by 21 July 2017
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Ordinary Shareholders by an
announcement through the Regulatory Information Service of the
London Stock Exchange. All references in this announcement are to
London time unless otherwise stated.
ISINs and TIDMs of the Convertible Preference Shares
ISIN for the Existing Convertible GG00BYVFCC74
Preference Shares
ISIN for the New Convertible GG00BYPB9J77
Preference Shares
TIDM for the Existing Convertible RUSC
Preference Shares
TIDM for the New Convertible RUC2
Preference Shares
The New Convertible Preference Shares will initially trade under
the ticker "RUC2" with ISIN GG00BYPB9J77 up to and including 29
September 2017 after which they will trade, together with the
Existing Convertible Preference Shares, under the ticker "RUSC"
with ISIN GG00BYVFCC74.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDLBGBBGRX
(END) Dow Jones Newswires
June 13, 2017 12:15 ET (16:15 GMT)
Raven Property (LSE:RAV)
Historical Stock Chart
From Apr 2024 to May 2024
Raven Property (LSE:RAV)
Historical Stock Chart
From May 2023 to May 2024