TIDMRNK
RNS Number : 4955E
Rank Group PLC
06 November 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014
For immediate release
6 November 2020
The Rank Group Plc
Results of Fundraise and Total Voting Rights
The Rank Group Plc ("Rank" or the "Company"), announces the
successful completion of the Placing announced yesterday (the
"Placing Announcement") as well as the concurrent Retail Offer
(together the "Fundraise"). The Fundraise is conditional upon,
inter alia, the approval of the Resolutions at the General
Meeting.
A total of 76,736,762 Placing Shares have been conditionally
placed by Peel Hunt LLP ("Peel Hunt") and Goodbody Stockbrokers UC
("Goodbody") with certain existing and new institutional investors
at an issue price of 90 pence per share (the "Placing Price").
In addition, retail investors have subscribed via the PrimaryBid
platform (the "Retail Offer") for a total of 1,009,258 new Ordinary
Shares (the "Retail Shares") at the Placing Price.
In aggregate, the Fundraise comprises of 77,746,020 new Ordinary
Shares, representing approximately 19.9% of the existing Ordinary
Shares (prior to the Fundraise), and will raise gross proceeds of
approximately GBP70 million.
The Placing Price of 90 pence represents a premium of
approximately 4.3% to the closing price on 5 November 2020, the
last practicable day prior to the completion of the Placing.
The Placing Shares and the Retail Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing issued Ordinary Shares at that time. This
includes the right to receive all dividends and other distributions
declared or paid in respect of such Ordinary Shares after the date
of issue of the Placing Shares and the Retail Shares.
Rank consulted with a number of its major shareholders prior to
the Fundraise and has respected the principles of pre-emption
through the allocation process. The Company is pleased by the
support it has received from both existing and new
shareholders.
Directors' participation in the Fundraise
The Directors are to subscribe for the following number of
Ordinary Shares in the Fundraise:
Name Existing Number of Resultant Resultant shareholding
shareholding new Ordinary shareholding on Admission
Shares acquired (%)
Alexander Thursby - 25,000 25,000 0.005%
John O'Reilly 252,500 50,248 302,748 0.065%
William Floydd 25,000 20,000 45,000 0.010%
Christopher Bell 20,614 9,000 29,614 0.006%
Steven Esom - 90,000 90,000 0.019%
Susan Hooper - 20,000 20,000 0.004%
Tang Hong Cheong 130,000 70,000 200,000 0.043%
Karen Whitworth - 20,000 20,000 0.004%
Related Party Transaction
Hong Leong is a substantial shareholder of the Company for the
purposes of the Listing Rules as a result of being entitled to
exercise, or to control the exercise of, over 10% of the votes able
to be cast at general meetings of the Company. Hong Leong is
therefore considered to be a related party for the purposes of
Listing Rules. Hong Leong has agreed to subscribe for 43,650,693
Placing Shares in the Placing, amounting to a total subscription of
approximately GBP39.3 million. The participation in the Placing by
Hong Leong constitutes a related party transaction and pursuant to
Rule 11.1.11R(2) and Rule 11.1.7R of the Listing Rules, the Company
is required to seek shareholder approval for Hong Leong's
participation in the Placing.
Total Voting Rights
The Company will apply for admission of the Placing Shares and
Retail Shares to the premium listing segment of the Official List
of the Financial Conduct Authority (the "FCA") and to trading on
the main market for listed securities of London Stock Exchange plc
("Admission"). It is expected that Admission will take place at or
around 8.00 a.m. (London time) on 24 November 2020 (or such later
date as may be agreed between the Company, Peel Hunt and
Goodbody).
The Fundraise is conditional upon, inter alia, the approval of
the Resolutions at the General Meeting and Admission becoming
effective. The Fundraise is also conditional upon the placing
agreement between the Company, Peel Hunt and Goodbody (the "Placing
Agreement") becoming unconditional and not being terminated.
Following Admission, the Company will have a total of
468,429,541 Ordinary Shares in issue. The total number of voting
rights in Rank is therefore 468,429,541. With effect from
Admission, this figure may be used by shareholders 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 Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Capitalised terms used but not defined in this announcement
shall have the same meaning as those set out in the Placing
Announcement.
The person responsible for releasing this Announcement is Luisa
Wright.
The Rank Group Plc
Sarah Powell, director of investor relations Tel: +44 (0)1628
(investor enquiries) 504 303
David Williams, director of public affairs (media Tel: +44 (0)1628
enquiries) 504 295
Peel Hunt (Joint Sponsor and Joint Bookrunner) Tel: +44 (0)20
Dan Webster / George Sellar / Andrew Clark (Investment 7418 8900
Banking)
Al Rae / Sohail Akbar (ECM)
Goodbody (Joint Sponsor and Joint Bookrunner) Tel: +44 (0)20
Piers Coombs / Charlotte Craigie / John Flynn 3841 6220
FTI Consulting LLP
Ed Bridges Tel: +44 (0)20
Alex Beagley 3727 1067
Tel: +44 (0)20
3727 1045
IMPORTANT NOTICES
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH
ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER
FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE
"RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE.
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the Restricted Jurisdictions or any other
jurisdiction in which such release, publication, distribution or
forwarding would be unlawful.
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 may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, into or within the United
States, absent registration 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 in
compliance with any applicable securities laws of any State or
other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States.
Subject to certain exceptions, the Placing Shares may not be
offered or sold in the Restricted Jurisdictions or to, or for the
account or benefit of, any national, resident or citizen of the
Restricted Jurisdictions. No public offering of the Placing Shares
is being made in the United States, the United Kingdom or
elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Goodbody Stockbrokers Unlimited Company ("Goodbody") or Peel Hunt
LLP ("Peel Hunt") or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") that would, or
is intended to, permit an offer of the Placing Shares or possession
or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about and to observe any
restrictions contained in this Announcement. 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. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"), (b) in the United Kingdom, Qualified Investors who (i)
have professional experience in matters relating to investments and
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 (ii)
are persons who fall within Article 49(2)(a) to (d) of the Order,
and (c) otherwise, persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), 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
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
This Announcement (a) has not been and will not be registered
with the Registrar of Companies in Hong Kong as a "prospectus" (as
defined in section 2(1) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong
Kong); (b) is not an authorised advertisement, invitation or
document containing an advertisement or invitation to the public
within the meaning of section 103 of the Securities and Futures
Ordinance (Cap. 571 of the Laws of Hong Kong); and (c) has not been
and will not be approved or authorised by the Securities and
Futures Commission of Hong Kong or any other regulatory authority
in Hong Kong.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Goodbody
and Peel Hunt expressly disclaims any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Peel Hunt is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA"). Goodbody is authorised and
regulated by the Central Bank of Ireland, and is also subject to
regulation by the FCA. Each of Goodbody and Peel Hunt is acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement. Neither Goodbody nor Peel Hunt is acting for
the Company with respect to the Retail Offer.
This Announcement is being issued by and is the sole
responsibility of the Company. 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 Goodbody or Peel Hunt (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness 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 or any
other statement made or purported to be made by or on behalf of
Goodbody or Peel Hunt or any of their respective affiliates or any
of their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Goodbody or Peel Hunt or any of their
respective affiliates or any of their respective Representatives as
to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in 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. The
information in this Announcement is subject to change.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. 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 investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's securities 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
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares are being made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. 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 apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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 Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Banks and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Goodbody and Peel Hunt will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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