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RNS Number : 7547U
Sanne Group PLC
08 April 2021
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
8 April 2021
Sanne Group PLC
("Sanne" or the "Company")
Results of Placing
Sanne, the global provider of alternative asset and corporate
services, is pleased to announce the successful completion of the
placing announced on 7 April 2021 (the "Placing").
A total of 12,429,021 new ordinary shares in the Company (the
"Placing Shares"), representing approximately 8.4 per cent. of the
existing issued share capital of the Company, have been placed by
Jefferies International Limited ("Jefferies") and J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan") at a price of 640 pence per
Placing Share, raising gross proceeds of c.GBP79.5 million (before
expenses). The placing price of 640 pence per Placing Share
represents a discount of 4.2 per cent. to the closing price of 668
pence on 7 April 2021 (being the latest practicable time prior to
the announcement of the Placing).
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 Sanne.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc
("LSE") (together, "Admission"). Subject to Admission becoming
effective, it is expected that settlement for the Placing Shares
and Admission will take place at 8.00 a.m. on 12 April 2021 and
that dealings in the Placing Shares will commence at that time. The
Placing is conditional, inter alia, upon Admission becoming
effective not later than 8.00 a.m. on 12 April 2021 (or such later
date as the Company, Jefferies and J.P. Morgan may otherwise agree)
and upon the Placing Agreement becoming unconditional and not being
terminated in accordance with its terms prior to Admission.
Separately, in relation to the acquisition of STRAIT as
announced by the Company on 7 April 2021 and the completed
acquisition of Private Equity Administrators Group which was
announced on 7 December 2020, Sanne announces that application has
been made for 1,170,887 ordinary shares in the Company which are to
be issued as consideration for the acquisitions (the "Consideration
Shares"), to be admitted to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the LSE (together, "Consideration Admission").
It is expected that Consideration Admission will take place at 8.00
a.m. on 9 April 2021 and that dealings in the Consideration Shares
will commence at that time.
Following Admission of the Placing Shares and Consideration
Shares becoming effective, the Company will have 162,277,287
ordinary shares of GBP0.01 each in issue, of which 98,533 are held
in treasury. Therefore, following Admission of the Placing Shares
and Consideration Shares, the total number of voting rights in the
Company will be 162,178,754 (the "Voting Rights Figure"). This
Voting Rights Figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their voting rights interest, or a change to
that 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 at 4.36 p.m. on 7 April 2021.
Enquiries:
Tulchan Communications LLP +44 (0) 20 7353 4200
Tom Murray
Harry Cameron
Sanne Group plc +44 (0) 20 3327 9720
Martin Schnaier, Chief Executive Officer
James Ireland, Chief Financial Officer
Jefferies - Global Coordinator and Bookrunner +44 (0) 20 7029
8000
Simon Hardy
Lee Morton
William Brown
J.P. Morgan - Global Coordinator and Bookrunner +44 (0) 20 7742
4000
Nicholas Hall
Edward Digby
Ravin Mehta
IMPORTANT NOTICE
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA. 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 U.S. SECURITIES ACT
OF 1933, AS AMED, 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.
Neither this announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Japan, or the Republic of
South Africa or to any persons in any of those jurisdictions or any
other jurisdiction where to do so would constitute a violation of
the relevant securities laws of such jurisdiction. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Japan or the Republic
of South Africa or any other state or jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation. Any failure to
comply with these restrictions may constitute a violation of
securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being
offered and sold (a) outside the United States in "offshore
transactions" as defined in, and pursuant to, Regulation S under
the US Securities Act ("Regulation S") or (b) in the in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the US Securities
Act) in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the US Securities Act and/or pursuant
to an exemption from the registration requirements of the US
Securities Act or (c) to persons resident in Canada who (i) qualify
as 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), as applicable, and are either purchasing
the Placing Shares as principal for its own account, or are 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;
(ii) are not created or used solely to purchase or hold the Placing
Shares as an accredited investor under NI 45-106; (iii) qualify as
a "permitted client" within the meaning of National Instrument
31-103 - Registration Requirements, Exemptions And Ongoing
Registrant Obligations of the Canadian Securities Administrators;
and (iv) are entitled under applicable Canadian securities laws to
purchase the Placing Shares without the benefit of a prospectus
under such securities laws. There is no intention to conduct any
public offering of securities in the United States or
elsewhere.
Notice to all investors
Jefferies is authorised and regulated in the United Kingdom by
the FCA. J.P. Morgan is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the FCA
and the PRA. Each of the Banks are acting exclusively for the
Company in connection with the Placing. Neither Bank will regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Placing or any transaction, matter or arrangement
described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed upon either Bank by FSMA
or the regulatory regime established thereunder, neither Bank nor
any of their respective affiliates, directors, officers, employees,
agents or advisers accepts any responsibility whatsoever, and no
representation or warranty, express or implied, is made or
purported to be made by any of them, or on their behalf, for or in
respect of the contents of this Announcement,
including its accuracy, completeness, verification or
sufficiency, or concerning any other document or statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Placing Shares, the Placing, and nothing in this
Announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of the Banks and each of their respective affiliates
directors, officers, employees, agents and advisers disclaim, to
the fullest extent permitted by law, all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this Announcement or any such
statement.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or either
Bank. Subject to the Listing Rules, the Prospectus Regulation Rules
and the Disclosure Guidance and Transparency Rules of the FCA, the
issue of this Announcement shall not, in any circumstances, create
any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information
in it is correct as at any subsequent date.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the 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 defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through
all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) 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 any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks 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 Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; 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.
EU Product Governance Requirements
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 "MiFID II Target Market Assessment"). Notwithstanding
the MiFID II 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 MiFID II 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, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
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