TIDMRST
RNS Number : 2782X
Restore PLC
30 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING,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 REFER TO THE IMPORTANT
NOTICES SECTION AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION UNDER ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMED) AS IT FORMS
PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) FOR IMMEDIATE
RELEASE.
30 April 2021
Restore plc
("Restore", the "Company", or the "Group")
Results of Placing
Director / PDMR Shareholding
Restore plc (AIM: RST), a leading UK provider of integrated
information and data management services, secure technology
recycling and commercial relocation solutions, is pleased to
announce the successful completion of the placing announced today
by the Company (the "Placing").
A total of 10,958,904 new ordinary shares of 5 pence each in the
Company (the "Placing Shares"), representing approximately 8.7 per
cent. of the existing issued share capital of the Company, have
been placed by Peel Hunt LLP ("Peel Hunt") at a price of 365 pence
per Placing Share, raising gross proceeds of approximately GBP40
million. The placing price of 365 pence per Placing Share
represents a discount of 5.2 per cent. to the closing price of 385
pence on 29 April 2021.
The Placing Shares will, when issued, be subject to the
Company's articles of association. They will be credited as fully
paid and will rank pari passu in all respects with each other and
with the existing ordinary shares in issue in the capital of the
Company, including the right to receive all future dividends and
other distributions declared, made or paid on or in respect of such
ordinary shares after the date of issue of the Placing Shares. The
issue and allotment of the Placing Shares is within the existing
authorities of the Board of Restore.
Director participation
Certain Directors have participated, in aggregate, for 24,957
Placing Shares at the Placing Price and the table below sets out
each individual's allocation:
Name Role Placing Shares Holding following Admission
Charles Bligh* CEO 3,150 29,162
Neil Ritchie CFO 4,109 18,455
Susan Davy NED 4,000 4,000
Sharon Bayley NED 13,698 16,261
* Includes shares held by Persons Closely Associated with Mr
Bligh
Related party transaction
Invesco Asset Management Limited ("Invesco") is a substantial
shareholder of the Company as defined by the AIM Rules for
Companies ("AIM Rules") and has subscribed for 1,414,974 Placing
Shares. The participation by Invesco constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules. Martin Towers and
Jamie Hopkins are independent directors for the purpose of this
transaction, and having consulted with the Company's Nominated
Adviser, Peel Hunt, consider that the participation in the Placing
by Invescois fair and reasonable insofar as the shareholders of the
Company are concerned.
Settlement and Total Voting Rights
Application has been made to London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and it is expected
that Admission will become effective and that trading will commence
in the Placing Shares at 08.00 a.m. on 5 May 2021 ("Admission").
The Placing is conditional, inter alia, upon Admission becoming
effective not later than 8.00 a.m. on 5 May 2021 (or such later
date as the Company and Peel Hunt may otherwise agree) and upon the
Placing Agreement becoming unconditional and not being terminated
in accordance with its terms prior to Admission.
Following Admission of the Placing Shares, the Company's issued
share capital will consist of 136,674,067 ordinary shares of 5
pence each with voting rights, none of which are held in treasury.
Shareholders may use this figure 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 FCA's Disclosure, Guidance and Transparency
Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the announcement of the Placing by
the Company released today.
For further information please contact:
Restore plc +44 20 7409 2420
Charles Bligh, CEO www.restoreplc.com
Neil Ritchie, CFO
Peel Hunt (NOMAD, Broker and sole
bookrunner) +44 20 7418 8900
Mike Bell / Ed Allsopp (Investment www.peelhunt.com
Banking)
Jock Maxwell Macdonald / Sohail Akbar
(Syndicate)
Buchanan Communications (Financial
PR) +44 20 7466 5000
Charles Ryland / Stephanie Watson www.buchanan.uk.com
/ Tilly Abraham
The below notification made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail:
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name 1. Charles Bligh
2. Neil Ritchie
3. Susan Davy
4. Sharon Baylay
------------------------------- ----------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
2. Chief Financial Officer
3. Non-executive Director
4. Non-executive Director
------------------------------- ----------------------------------
b) Initial notification/amendment Initial notification
------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
-------------------------------------------------------------------
a) Name Restore plc
------------------------------- ----------------------------------
b) LEI 213800CE3EOGYML9AY08
------------------------------- ----------------------------------
4. Details of the transaction(s):section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and
(iv)each place where transactions have been
conducted
-------------------------------------------------------------------
a) Description of the Ordinary shares of 5 pence each
Financial instrument,
type of instrument
------------------------------- ----------------------------------
Identification code GB00B5NR1S72
------------------------------- ----------------------------------
b) Nature of the Transaction Purchase of shares
------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 365p 1. 3,150
2. 365p 2. 4,109
3. 365p 3. 4,000
4. 365p 4. 13,698
----------------
------------------------------- ----------------------------------
d) Aggregated information Aggregate volume: 24,957
Aggregated volume Aggregate price: 365p
/price
------------------------------- ----------------------------------
e) Date of the transaction 30 April 2021
------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------------- ----------------------------------
IMPORTANT NOTICES
THIS 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 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 United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. 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 US 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 offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
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 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 Peel Hunt 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 "EU Prospectus Regulation") ("EU 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 are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
Article 49(2) of the Order and (ii) are "qualified investors"
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
amended, as it forms part of UK law as retained EU law as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), 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.
No prospectus or admission document 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 EU Prospectus
Regulation or the UK 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 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"). 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.
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 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 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 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 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
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 have been made pursuant to an
exemption under the EU Prospectus Regulation and the UK 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 AIM, a
market operated by the London Stock Exchange.
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.
Peel Hunt and its 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. Peel Hunt
and its 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, 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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