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RNS Number : 7684H
Safe Harbour Holdings PLC
15 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
SAFE HARBOUR HOLDINGS PLC
""""
SAFE HARBOUR SUCCESSFULLY LISTS ON AIM;
STRATEGY TO ACQUIRE MARKET LEADING B2B
DISTRIBUTORS AND/OR BUSINESS SERVICES ASSETS
(London: 15 March 2018) - Safe Harbour Holdings plc ("Safe
Harbour" or the "Company"), a company established with the
objective of creating a global leader in B2B distribution and/or
business services, is pleased to announce its admission to trading
on the AIM market of the London Stock Exchange at 8:00 a.m. GMT
today ("Admission"). The Company's ordinary shares will trade under
the ticker SHH-GB and ISIN JE00BF03FZ36.
The Company has successfully raised GBP22.7 million before
expenses through the placing of 18,916,665 ordinary shares at a
price of 120p per ordinary share (the "Placing Price"). This is in
addition to the GBP10 million already raised from funds managed by
Marwyn Asset Management Limited ("MAML") at 120p per ordinary
share. On Admission, the Company will have 27,250,001 ordinary
shares of no par value in issue, and a market capitalisation of
approximately GBP32.7 million at the Placing Price.
Safe Harbour intends to acquire a platform business with an
enterprise value in the region of GBP250 million to GBP1.5 billion
with a market-leading position in the UK, North America or Europe.
The initial acquisition is intended to provide a platform for the
creation of significant shareholder value through a well-executed
buy-and-build strategy.
The listing will demonstrate the Company's credible funding
support to potential target vendors, with net proceeds used to
provide working capital prior to the platform acquisition, in part
to carry out due diligence on potential acquisition targets. In
addition to the founding investment made by funds managed by MAML,
Safe Harbour has received backing from major institutional
investors, with additional capital expected to be raised at the
time of the Company's platform acquisition.
Rodrigo Mascarenhas, Safe Harbour's Chief Executive Officer, has
17 years of international business experience, having most recently
spent 10 years successfully delivering international growth
acquisitions for the FTSE-100 international distributor and
outsourcer, Bunzl plc. Rodrigo will be supported by Avril
Palmer-Baunack (Non-Executive Chairman) and the founders of the
Marwyn Group ("Marwyn")(1), James Corsellis and Mark Brangstrup
Watts (both Executive Directors). The Company intends to appoint an
independent non-executive director to the Board shortly following
Admission, and a finance director to the Board at or around the
time of the platform acquisition.
Rodrigo Mascarenhas, Chief Executive Officer, commented: "I am
delighted to be publicly launching Safe Harbour today, a key
milestone towards our goal of creating a global market leader in
B2B distribution and business services. We believe there are a
compelling number of attractive assets meeting our investment
criteria which would represent a strong platform for further
acquisitive growth and, ultimately, the generation of long-term
compounding equity returns for our shareholders."
Cenkos Securities plc acted as Nominated Adviser, Joint Broker
and Joint Bookrunner to the placing. Macquarie Capital (Europe)
Limited and Numis Securities Limited acted as Joint Brokers and
Joint Bookrunners.
For further information visit www.safeharbourplc.com, where
copies of the Admission Document are also available, subject to
certain access restrictions.
Enquiries:
Cenkos Securities plc (Nominated Adviser, Joint Broker and Joint
Bookrunner)
Tel: +44(0)207 397 8900
Elizabeth Bowman
Jeremy Osler
Harry Hargreaves
Numis Securities Limited (Joint Broker and Joint Bookrunner)
Tel: +44(0)207 260 1000
Jamie Lillywhite
Nick Westlake
Will Baunton
Macquarie Capital (Europe) Limited (Joint Broker and Joint
Bookrunner)
Tel: +44(0)203 037 2000
Ben Bailey
Alex Reynolds
Nick Stamp
Tulchan Communications LLP (Financial PR)
Tel: +44 (0)20 7353 4200
Andrew Grant
Tom Murray
Matt Low
Additional Information
Track Record of the Directors:
Rodrigo Mascarenhas
Rodrigo has 17 years of international business experience during
which time he has implemented international expansion and
consolidation strategies, in addition to integration and
turn-around strategies across multiple territories.
Rodrigo joined Safe Harbour from his role as Business Area Head
and Managing Director for LATAM (Latin America, Spain &
Israel), of Bunzl plc ("Bunzl"), the FTSE-100 UK distribution
conglomerate. During Rodrigo's tenure at Bunzl he was responsible
for both the M&A and operational strategy of his division,
successfully buying and integrating over 30 acquisitions,
delivering double-digit revenue growth.
Rodrigo began his career in 1999 as a co-founder of
Americanas.com, one of the first e-commerce start-ups in Latin
America and today listed as B2W Inc. in Brazil, which was initially
backed by its parent company Lojas Americanas, the leading
Brazilian retail chain.
In 2002, Rodrigo moved to Goodyear to become the Truck Business
Director for Spain and Portugal. Based in Madrid, he completed the
turnaround of the division, successfully merging the Goodyear and
Dunlop Brands. His success granted him the role of General Manager
in Central Eastern Europe, in 2004, based in the Czech
Republic.
Avril Palmer-Baunack
Avril Palmer-Baunack joins the Board as Non-Executive Chairman
with over 20 years of executive experience with leading businesses
in the automotive, support services, industrial engineering and
insurance services sectors. Through a number of high profile
industry roles, Avril has acquired significant experience in
acquisitive growth strategies and a track record of delivering
shareholder value in a public environment.
Avril is currently Executive Chairman of BCA Marketplace plc
("BCA"), Europe's leading B2B car auction and vehicle buying
service operator. Since April 2015, under Avril's management, BCA
has successfully executed an ambitious growth plan based on
substantial organic and inorganic growth with five acquisitions
completed to date. Between April 2015 and April 2017, BCA achieved
a revenue CAGR of 45 per cent. and an EBITDA CAGR of 25 per
cent.
Avril is also currently Non-Executive Chairman of Redde plc
("Redde") (previously Helphire Group plc), a UK-based, market
leading accident management company, a position she has held since
September 2011.
Avril has held a broad range of executive roles in other
sectors, with experience in companies engaged in vehicle salvage,
car hire, auctions, transportation, distribution, logistics,
vehicle processing and infrastructure. Avril was previously
Executive Chairman and Deputy Chief Executive Officer of Stobart
Group plc, one of the largest British multimodal logistics
companies with interests in transport, distribution and
infrastructure. Prior to this, Avril was Chief Executive Officer of
Autologic Holdings plc, the largest finished vehicle logistics
company in the UK and Europe. She joined Autologic from Universal
Salvage plc, where she held the position of Chief Executive Officer
from March 2005 until the sale of the company to Copart UK Ltd in
June 2007 achieving a share price increase of almost two and a half
times.
James Corsellis
James Corsellis founded Marwyn(1), the asset management and
corporate finance group, in 2002 with Mark Brangstrup Watts. James
is joint Managing Partner of Marwyn Capital LLP, an FCA regulated
provider of corporate finance advice, and MAML, a regulated,
Jersey-based provider of asset management services. James is also a
trustee of the Marwyn Trust, a charity focused on initiatives
supporting education and entrepreneurship for young people in
disadvantaged communities.
Marwyn(1) has launched 16 companies(2) across a variety of
sectors with James providing support to these companies, using his
experience of working on the boards of several Official List and
AIM quoted companies, including as Chairman of Entertainment One
Limited and as a director of BCA Marketplace plc, Breedon
Aggregates Limited, Concateno plc and Catalina Holdings Limited; as
well as his operating experience as the chief executive officer and
founder of technology business, iCollector plc and CM
Interactive.
Mark Brangstrup Watts
Mark Brangstrup Watts founded Marwyn(1), the asset management
and corporate finance group, in 2002 with James Corsellis. Mark is
joint Managing Partner of Marwyn Capital LLP, an FCA regulated
provider of corporate finance advice, and MAML, a regulated,
Jersey-based provider of asset management services. Mark is also a
trustee of the Marwyn Trust, a charity focused on initiatives
supporting education and entrepreneurship for young people in
disadvantaged communities.
Marwyn(1) has launched 16 companies(2) across a variety of
sectors with Mark providing support to these companies, using his
experience of working on the boards of several Official List and
AIM quoted companies, including Entertainment One Limited, BCA
Marketplace plc, Zegona Communications plc, Advanced Computer
Software plc, Inspicio plc and Talarius plc. Mark has also provided
strategic consultancy services to some of the world's leading
companies including Ford, Toyota, Shell and Barclays.
1 Marwyn Group defined as Marwyn Investment Management LLP and
entities owned or controlled by it, or under common ownership or
control with it.
2 Excluding those launched through Marwyn Value Investors LP
Class B1 redeemed in November 2014.
IMPORTANT INFORMATION
This announcement has been prepared by, and is the sole
responsibility of, the Directors of the Company.
This announcement is for information purposes only and does not
constitute a prospectus or admission document in connection with an
offering of securities of the Company, nor does it form part of,
any offer or invitation to issue, or any solicitation of any offer
to subscribe for or buy, any securities in the Company in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection with
or act as any inducement to enter into, any contract therefor.
Cenkos Securities plc ("Cenkos"), Numis Securities Limited
("Numis"), and Macquarie Capital (Europe) Limited ("Macquarie") are
each authorised and regulated by the Financial Conduct Authority,
are acting only for the Company in connection with the matters
described in this announcement and are not acting for or advising
any other person, or treating any other person as their client, in
relation thereto and will not be responsible for providing the
regulatory protection afforded to clients of either Cenkos, Numis,
or Macquarie or advice to any other person in relation to the
matters contained herein.
None of Cenkos, Numis, Macquarie, or any of their directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of, the information in this announcement (or whether
any information has been omitted from the announcement) or any
information relating to the Company, whether written, oral, or in a
visual or electronic form, and howsoever transmitted or made
available or any loss howsoever arising from any use of this
announcement or its contents or otherwise in connection with
it.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. Securities may not be offered
or sold in the United States absent (i) registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"); or (ii)
an available exemption from registration under the Securities Act.
The securities mentioned herein have not been, and will not be,
registered under the Securities Act and will not be offered to the
public in the United States. This announcement is being published
by the Company in connection with an offering to investors in
"offshore transactions" only, pursuant to Regulation S promulgated
under the Securities Act. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
Neither this announcement nor any copy of it may be taken or
transmitted into or distributed in Australia, Canada, Japan, the
Republic of South Africa or to or for the account or benefit of any
national, resident or citizen of Australia, Canada, Japan, the
Republic of South Africa or any person located in the United
States. Any failure to comply with these restrictions may
constitute a violation of the securities laws or the laws of any
such jurisdiction. The distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's investment strategy, plans and objectives and target
returns are forward-looking statements. Forward-looking statements
are subject to risks and uncertainties and accordingly the
Company's actual future financial results and operational
performance may differ materially from the results and performance
expressed in, or implied by, the statements. These factors include
but are not limited to those described in the admission document.
These forward-looking statements speak only as at the date of this
announcement. The Company, Cenkos, Numis and Macquarie expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
the AIM Rules for Companies or any other applicable laws,
regulations or rules.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company.
-- Ends --
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 15, 2018 04:00 ET (08:00 GMT)
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