TIDMSPR
RNS Number : 8219M
Springfield Properties PLC
02 May 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Springfield Properties plc or other evaluation of any
securities of Springfield Properties plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities.
2 May 2018
Springfield Properties plc
("Springfield" or the "Company")
Acquisition of Dawn Homes for a Consideration of up to GBP20.1
million
Placing to raise GBP15 million
The Board of Springfield Properties (AIM: SPR), a leading
housebuilder in Scotland delivering private and affordable housing,
is pleased to announce that it has completed the acquisition of the
issued share capital of DHomes 2014 Holdings Limited (trading as
Dawn Homes), a Glasgow-based housebuilder focussed on private
housing in West Central Scotland and Ayrshire, for a consideration
of up to GBP20.1 million ("Acquisition").
The Company also announces that it has conditionally raised
gross proceeds of GBP15 million through the placing of 12,500,000
new ordinary shares ("Placing Shares") with new and existing
investors at 120 pence per Placing Share ("Placing Price"). The net
proceeds will be used to partially re-finance the initial cash
consideration paid in respect of the Acquisition.
Acquisition Highlights
-- Under the terms of the Acquisition, the Company will pay an
initial consideration of GBP17.6 million, of which:
o GBP15.5 million will be settled in cash and initially financed
by available headroom within the Company's existing revolving
credit facility
o GBP2.1 million to be satisfied by the issue of 1,750,000 new
ordinary shares (the "Consideration Shares")
-- An additional GBP2.5 million may be payable in cash,
contingent on the Company receiving zoning on Dawn Homes' site at
Johnstone, near Glasgow, and is expected to be financed from
available free cash flow at that time
-- Net debt of approximately GBP6.7 million was assumed by the
Company following completion of the Acquisition
-- The Directors believe the Acquisition will:
o Accelerate the Company's growth
o Be significantly earnings enhancing in its first full year
o Expand the Company's private land bank in West Central
Scotland and Ayrshire in line with stated strategy to expand into
new regions
o Provide an established supply chain in Glasgow with access to
local labour and subcontractors
Placing Highlights
-- Placing of 12,500,000 Placing Shares with new and existing
investors at 120 pence per Placing Share
-- The net proceeds will be used to partially re-finance the
initial cash consideration paid in respect of the Acquisition
-- The Placing Price represents a discount of approximately 3.2
per cent. to the closing price on 1 May 2018, being the last
practicable trading day prior to the release of this
announcement
-- The Placing is conditional, inter alia, upon the approval of
the Placing by Shareholders at a general meeting of the Company
which is expected to be convened for 1:00 pm on 21 May 2018 (the
"General Meeting")
Sandy Adam, Executive Chairman of the Company, commented on the
Acquisition of Dawn Homes:
"This was a rare opportunity to acquire a profitable company
that builds great homes. Dawn Homes is a well-run business with an
excellent reputation in Western Central Scotland. I am delighted
that they are joining our team and welcome all their employees into
our company. There is a massive need for more housing in Scotland
and Springfield will play a significant part in addressing that
need. We will be supporting the skilled Dawn Homes team to build
more homes each year. Overall, this acquisition will enable
Springfield to grow and deliver housing more widely across
Scotland."
Innes Smith, CEO of the Company, added:
"We are delighted to have successfully completed this placing
and for the strong support received from new and existing
investors. The acquisition is part of our stated strategy of
accelerating growth through expansion into new areas. Through the
purchase of Dawn Homes, we have gained another foothold in another
part of Scotland. The focus of both companies continues to be
looking after our customers, building great homes and building more
homes. We look forward to updating the market on our progress."
Application has been made for the Consideration Shares to be
admitted to AIM and admission is expected to take place on 3 May
2018 at 8:00 am.
Immediately following Admission of the Consideration Shares, the
Company's issued share capital will consist of 83,833,642 ordinary
shares with voting rights. 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 share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
The Circular, extracts of which are set out below, is expected
to be posted in the coming days, and will provide details of, and
the background to, the Acquisition and the Placing, and sets out
the reasons why the Board believes that the Placing is in the best
interests of the Company and its Shareholders and to seek
Shareholder approval of the Resolutions at the forthcoming General
Meeting.
Expected timetable
Consideration Shares 8:00 am on 3 May 2018
admitted to trading on
AIM
---------------------------- -----------------------
Posting of the Circular 3 May 2018
and Form of Proxy
---------------------------- -----------------------
Latest time and date 1:00 pm on 17 May 2018
for receipt of the Forms
of Proxy
---------------------------- -----------------------
Time and date of General 1:00 pm on 21 May 2018
Meeting
---------------------------- -----------------------
Admission and commencement 8:00 am on 22 May 2018
of dealings in the Placing
Shares
---------------------------- -----------------------
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to shareholders by an announcement on a Regulatory Information
Service. The Circular will contain further details of the expected
timetable for the Placing and the General Meeting.
Enquiries
Springfield Properties
-------------------------------- -----------------
Sandy Adam, Executive Chairman
Innes Smith, Chief Executive
Officer +44 1343 552550
-------------------------------- -----------------
N+1 Singer
-------------------------------- -----------------
Shaun Dobson, James White +44 20 7496 3000
-------------------------------- -----------------
Luther Pendragon
-------------------------------- -----------------
Harry Chathli, Claire Norbury,
Alexis Gore +44 20 7618 9100
-------------------------------- -----------------
Terms used but not defined in this announcement shall have the
meanings given to such terms in the circular.
Further information
Copies of the Circular will be available shortly following
posting on the Company's website (www.springfield.co.uk) and will
be available, free of charge, at the Company's registered office at
Alexander Fleming House, 8 Southfield Drive, Elgin IV30 6GR during
normal business hours on any weekday (public holidays excepted) up
to the time of the General Meeting. Unless otherwise defined in
this announcement, all defined terms used in this announcement
shall have the meaning ascribed to them in the Circular.
Application has been made for the Consideration Shares to be
admitted to AIM and admission is expected to take place on 3 May
2018 at 8:00 a.m. Application will be made for the Placing Shares
to be admitted to AIM and admission is expected to take place on 22
May 2018 at 8:00 am.
A copy of this announcement will be published on the Company's
website at http://www.springfield.co.uk. For the avoidance of
doubt, neither the content of the Company's 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 nor, unless previously published by means of a
recognised information service, should 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.
Nplus1 Singer Advisory LLP ("N+1 Singer") is acting as Nominated
Adviser and broker to the Company in relation to the Placing. N+1
Singer, which is a member of the London Stock Exchange and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for the Company and for no one else in
relation to the Placing. N+1 Singer will not be responsible to any
other person for providing the protections afforded to its clients
nor for advising any other person in connection with the matters
contained in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. N+1 Singer has not authorised the
contents of any part of this announcement and 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 N+1 Singer, or by any of its respective affiliates or
agents, as to or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to any interested party, and any liability therefore is
expressly disclaimed.
All statements in this announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or Directors concerning, among
other things, the trading performance, results of operations,
financial condition, liquidity, prospects and dividend policy of
the Company. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this announcement.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing; the
ability of the Group to retain and attract suitably experienced
personnel and competition within the industry.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia). The New Ordinary
Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States 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. There will be no public
offering of securities in the United States.
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any Restricted Jurisdiction or any
state, province or territory thereof and may not be offered, sold,
resold, delivered or distributed, directly or indirectly, in or
into any Restricted Jurisdiction or to, or for the account or
benefit of, any person with a registered address in, or who is
resident or ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Extracts from the Circular
Introduction
The Company today announces that it has completed the
acquisition of Dawn, a Glasgow-based housebuilder focussed on
private housing in West Central Scotland and Ayrshire, for a total
consideration of up to GBP20.1 million and has conditionally placed
12,500,000 new Ordinary Shares at 120 pence per share with certain
new and existing investors. The Placing will raise gross proceeds
for the Company of GBP15.0 million.
The consideration for the Acquisition comprises:
(a) initial consideration of GBP17,585,000 of which GBP15.5
million was paid in cash, with the remaining GBP2.1 million to be
satisfied by the issue of the Consideration Shares; and
(b) deferred contingent consideration of up to GBP2.5 million in cash.
In addition, net debt of approximately GBP6.7 million was
assumed by the Company following completion of the Acquisition.
The proceeds of the Placing are proposed to be used principally
to re-finance the initial cash consideration paid in respect of the
Acquisition (such initial cash consideration having been funded
largely through the Company drawing down on its existing revolving
credit facility with Bank of Scotland).
The issue of the New Ordinary Shares is conditional, inter alia,
upon the approval by Shareholders of the Resolutions to be proposed
at the General Meeting of the Company convened for 21 May 2018.
Subject to Shareholders approving the Resolutions to be proposed at
the General Meeting, it is expected that Admission of the New
Ordinary Shares will take place on or about 22 May 2018.
The New Ordinary Shares are not being offered on a pro rata
basis to existing Shareholders and accordingly the Placing is
conditional, inter alia, upon Shareholders resolving to disapply
statutory pre-emption rights. A General Meeting has been convened
for 1:00 pm on 21 May 2018 at which the Resolutions will be
proposed to approve the allotment and issue of the New Ordinary
Shares and to disapply statutory pre-emption rights in respect of
such allotment. Pursuant to shareholder resolutions passed on 9
October 2017, the Directors have already been granted sufficient
authority pursuant to section 551 of the Act to allot the
Consideration Shares and statutory pre-emption rights in respect of
the issue of the Consideration Shares have been disapplied pursuant
to s570(1) of the Act.
The purpose of this announcement is to provide further details
on the Placing and explain the background to and reasons for the
Placing and why the Directors consider the Placing to be in the
best interests of the Company and its Shareholders as a whole and
why the Directors unanimously recommend that you vote in favour of
the Resolutions to be proposed at the General Meeting, notice of
which is expected to be posted in the coming days.
Background to and reasons for the Acquisition and Placing
Background to the Group
Springfield Properties plc is an award winning housebuilder
focussed on developing a mix of private and affordable housing in
Scotland. The Group's business model focusses on securing land for
residential use which often requires considerable remediation works
and significant investment in infrastructure prior to commencing
development of private or affordable houses.
The Group offers both private and affordable housing through its
two operating divisions. In addition to developing affordable
housing on new private developments under Section 75 agreements,
the Affordable division also includes developments which consist
entirely of affordable housing using a proven business model.
Prior to the Acquisition the Group's existing land bank was
located in the North East and Central Belt of Scotland.
Information on the Acquisition
Overview
Dawn Homes, which commenced trading in 1984, is a Glasgow-based
housebuilder focussed on private housing in West Central Scotland
and Ayrshire with an established brand and strong management. The
Dawn Group sold 87 houses in the year ended 31 January 2018 at an
adjusted average selling price of approximately GBP220,000
(adjusted to exclude 8 properties completed through Dawn Homes'
joint venture with Housing Growth Partnership). Dawn Homes has 49
employees.
Land bank
The Dawn Group has a land bank of 1,410 plots, of which 47 per
cent. have planning permission. The total GDV of the land bank is
approximately GBP295 million, and equates to approximately 15 years
of development at current rates of activity.
The Dawn Group has six active sites representing 452 units with
a target gross margin of around 17 per cent. The Company expects to
generate a gross margin of 19 per cent. on the 958 units expected
to be constructed on future sites, of which 205 units have
planning. The Board expects two of Dawn Homes' future sites to
become active in the year ending 31 May 2019.
In relation to the composition of the Dawn Group's land bank, 60
per cent. is owned and 34 per cent. is contracted. The balance of 6
per cent. relates to a single site at Cambuslang held by Dawn
Homes' joint venture with Housing Growth Partnership.
Financial information
In the year to 31 January 2018 Dawn Homes sold 87 homes, plus a
further 8 through its joint venture with Housing Growth
Partnership. Under Springfield's ownership and with further working
capital investment, there are plans to grow annual unit sales to
130 in the year ending 31 May 2020. The Dawn Group had revenue of
GBP22.4 million, EBITDA of GBP2.3 million, operating profit of
GBP2.3 million (both before the contribution of Dawn Homes' joint
venture) and profit before tax and exceptional items of GBP2.2
million in the year ended 31 January 2018.
In the three years to 31 January 2018 the Dawn Group had an
adjusted average gross margin of 17 per cent. after adjustment for
exceptional land sales in the year ended 31 January 2017. With
increased scale, gross margins are also expected to rise with admin
expenses remaining constant.
As at 30 April 2018 the Dawn Group had net assets of
approximately GBP17 million, GBP26.8 million of assets that related
to active sites and net debt of approximately GBP6.7 million.
Rationale for the Acquisition
The Acquisition is expected to accelerate the Company's growth
and to significantly enhance earnings per share in its first full
year before consideration of potential synergies. The Board
considered the terms of the Acquisition and the valuation of Dawn
Homes were attractive given it expands the Company's land bank in
Western Scotland in line with its stated strategy to enter new
regions. Furthermore, the acquisition of an established
housebuilder has the advantage of being able to benefit from
existing supply chains with access to labour and subcontractors in
the local area whilst strengthening the Company's private
housebuilding land bank.
The enlarged group
Following the Acquisition, the Group has a land bank GDV of
GBP2.3 billion equating to 17 years of development at current rates
of activity. Based on the Board's estimates it is anticipated that
its total land bank of 12,281 plots (41% with planning) will yield
an average gross margin of 19.3 per cent. The Group currently
operates on 35 active sites and has 49 planned future sites in its
land bank.
The Directors intend to maintain Dawn Homes' strong brand
identity and will operate it as a separate business unit within the
enlarged group. Martin Egan will remain as managing director of
Dawn Homes and will oversee an independent sales team. Dawn Homes'
office in Glasgow will be retained to maintain presence in the
region and there are no current plans to rationalise Dawn Homes'
operational employees.
Current Trading and Prospects
In the Company's unaudited interim results for the six months
ended 30 November 2017 published on 20 February 2018 the Company
noted that, due to significant sales progress made in the first
half of the year, revenue and profit for full year 2017/18 were
anticipated to be 5-10% ahead of previous expectations. Since 30
November 2017 trading has been in line with the Company's revised
expectations.
In addition to continued positive trading, cash outflows have
been lower due to fewer land purchases and an increased focus on
securing land under contract (as opposed to outright purchase)
which results in deferred cash outflows. As a result, net debt is
currently lower than previously expected, but is dependent on the
timing of land purchases and general trading conditions through to
the end of the fiscal year.
Notwithstanding the increase in the Company's share capital as a
result of the Acquisition and the Placing, it intends to pay a
final dividend per Ordinary Share in respect of the year ending 31
May 2018 in line with previous expectations.
The Placing
The Company is proposing to raise approximately GBP15.0 million,
before expenses, by the issue of the New Ordinary Shares at 120
pence per new Ordinary Share to certain new and existing investors.
The New Ordinary Shares represent 13.0 per cent of the existing
issued share capital of the Company, including the Consideration
Shares expected to be admitted to AIM on 3 May 2018, and will, when
issued, rank pari passu with the Existing Ordinary Shares in the
Company.
Institutional investors have conditionally agreed to subscribe
for the New Ordinary Shares at the Placing Price. The Placing has
not been underwritten. The issue of the New Ordinary Shares is
conditional, inter alia, upon the approval by Shareholders of the
Resolutions to be sought at the General Meeting convened for 21 May
2018 and upon Admission becoming effective on 22 May 2018 (or such
later date as the Company and N+1 Singer may agree but not later
than 30 May 2018).
On 2 May 2018, the Company and N+1 Singer entered into the
Placing Agreement pursuant to which N+1 Singer agreed, subject to
certain conditions, to procure subscribers for the New Ordinary
Shares at the Placing Price. The Placing Agreement contains
provisions entitling N+1 Singer to terminate the Placing (and the
arrangements associated with it), at any time prior to Admission in
certain circumstances, including in the event of a material breach
of the warranties given in the Placing Agreement, the failure of
the Company to comply with its obligations under the Placing
Agreement, the occurrence of a force majeure event which in N+1
Singer's reasonable opinion may be material and adverse to the
Company or the Placing, or a material adverse change affecting the
financial position or business or prospects of the Company. If this
right is exercised, the Placing will not proceed, any monies
received in respect of the Placing will be returned to the
applicants without interest and Admission will not occur. The
Placing is not being underwritten by N+1 Singer.
The Company has agreed to pay N+1 Singer upon Admission a
placing commission and all other costs and expenses of, or in
connection with, the Placing, plus any VAT thereon.
The Directors believe that raising new funds by way of the
Placing is the most appropriate method of funding the Company at
the present time. The Board considers that a general offer to
existing Shareholders by way of rights or other pre-emptive issue
is not appropriate at this stage of the Company's development due
to the significant additional costs that would be incurred and the
delay that would be caused by the production and approval of a
prospectus.
Use of Proceeds
The net proceeds of the Placing will be used by the Company
principally to re-finance the initial cash consideration paid in
respect of the Acquisition, together with associated transaction
costs. In order to capitalise on the opportunity available to the
Company to acquire Dawn and having considered the available
headroom under its bank facilities, the Directors considered the
temporary increase in the utilisation of the Company's bank
facilities to be in Shareholders' best interests.
Sale and Purchase Agreement
On 1 May 2018, the Company entered into a share purchase
agreement ("SPA") pursuant to which the Company agreed to purchase
the entire issued (and to-be issued) share capital of Dawn from its
shareholders. The initial consideration paid was GBP17.6 million;
GBP15.5 million of which was paid in cash with the remaining GBP2.1
million satisfied by the issue of the Consideration Shares. The
initial consideration was satisfied on completion of the
Acquisition. The Consideration Shares are expected to be admitted
to trading on AIM on 3 May 2018.
Additional deferred consideration (of up to GBP2.5 million) is
contingent on zoning being received in respect of Dawn Homes' site
at Johnstone, near Glasgow.
The SPA contains certain customary warranties and was
accompanied by a tax deed given by all of the sellers in relation
to Dawn and its business, subject to certain customary
limitations.
Lock in agreement
Each of the sellers of Dawn, being Alan MacDonald, Barry
MacDonald, Stewart Rough and Martin Egan, have, pursuant to lock-in
agreements, undertaken to the Company and N+1 Singer not to dispose
of any interests in their respective Consideration Shares for a
certain period following their admission to trading on AIM. In the
case of Alan MacDonald, Barry MacDonald and Stewart Rough, they
have undertaken that they will not dispose of any interests in
their respective Consideration Shares for 6 months following their
admission to trading on AIM. Thereafter they will be permitted to
sell 25% of their interests every 6 months with the restriction on
their disposal terminating after two years. In the case of Martin
Egan, he has undertaken that he will not dispose of any interests
in his Consideration Shares for 18 months following their admission
to trading on AIM.
The lock-in agreements contain customary exceptions on disposal
of the Consideration Shares including, inter alia, a transfer
pursuant to acceptance of a takeover offer and a transfer to a
family member.
General Meeting
A notice of a General Meeting to be held at the Company's
registered office at Alexander Fleming House, 8 Southfield Drive,
Elgin IV30 6GR at 1:00 pm on 21 May 2018 is expected to be posted
in the coming days. At this meeting two resolutions will be
proposed:
-- the first resolution is an ordinary resolution to grant a new
authority and power to the Directors to permit them to allot the
New Ordinary Shares pursuant to the Placing as described in this
announcement; and
-- the second resolution, which is a special resolution, is to
grant the Directors the authority to allot the New Ordinary Shares
pursuant to the Placing on a non pre-emptive basis.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and the Shareholders as a whole. Accordingly, the
Directors unanimously recommend Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting, as Sandy
Adam, Executive Chairman, has irrevocably undertaken to do in
respect of his own beneficial holding of 24,900,000 Ordinary Shares
representing 29.7 per cent. of the issued share capital of the
Company.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Act" the Companies Act 2006
"Acquisition" the proposed acquisition
of the entire issued share
capital of Dawn
"Admission" admission of the New Ordinary
Shares to trading on AIM
becoming effective in accordance
with the AIM Rules
"AIM" AIM, a market of the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies
and the AIM Rules for Nominated
Advisers, as applicable
"AIM Rules for Companies" the rules for AIM companies
published by the London
Stock Exchange, as amended
or re-issued from time to
time
"AIM Rules for Nominated the rules for nominated
Advisers" advisers to AIM companies
published by the London
Stock Exchange, as amended
or re-issued from time to
time
"Board" or "Directors" the directors of the Company
"Dawn" DHomes 2014 Holdings Limited,
a private company limited
by shares incorporated in
Scotland with registered
number SC467701 with its
registered office at 220
West George Street, Glasgow,
G2 2PG
"Dawn Group" Dawn and its subsidiaries
"Dawn Homes" Dawn Homes Limited, a private
company limited by shares
incorporated in Scotland
with registered number SC090866
with its registered office
at 220 West George Street,
Glasgow, G2 2PG
"Certificated" or "in the description of a share
certificated form" or other security which
is not in uncertificated
form (that is, not in CREST)
"Company" or "Springfield" Springfield Properties PLC,
a company incorporated in
Scotland with registration
number SC031286 with its
registered office at Alexander
Fleming House, 8 Southfield
Drive, Elgin, Morayshire,
IV30 6GR
"Consideration Shares" the 1,750,000 new Ordinary
Shares issued under the
terms of the SPA as part
of the initial consideration
of GBP17.6 million due in
respect of the Acquisition
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as also
defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001
No. 3755) (as amended from
time to time)
"Enlarged Share Capital" the enlarged share capital
of the Company following
Admission, comprising the
Existing Ordinary Shares
and the New Ordinary Shares
"Existing Ordinary Shares" the Ordinary Shares in issue
as at the date of this announcement,
including the Consideration
Shares issued pursuant to
the SPA which will be admitted
to trading on 3 May 2018
"FCA" the United Kingdom Financial
Conduct Authority
"Form of Proxy" the form of proxy accompanying
the Circular for use by
Shareholders in connection
with the General Meeting
"FSMA" the UK Financial Services
and Markets Act 2000 (as
amended) including any regulations
made pursuant thereto
"GDV" estimated gross development
value
"General Meeting" or the general meeting of the
"GM" Company which has been convened
for 1:00 pm on 21 May 2018,
notice of which is set out
in Part I of the Circular
"Group" the Company and its subsidiaries
"London Stock Exchange" the London Stock Exchange
plc
"N+1 Singer" Nplus1 Singer Advisory LLP,
acting as nominated adviser
and broker to the Company
for the purposes of the
AIM Rules, and where the
context allows, its affiliates
"New Ordinary Shares" the 12,500,000 new Ordinary
Shares to be issued by the
Company pursuant to the
Placing
"Official List" the official list of the
UK Listing Authority
"Ordinary Shares" ordinary shares in the share
capital of the Company each
with a par value of 0.125
pence
"Panel" the Panel on Takeovers and
Mergers
"Placing" the conditional placing
of the New Ordinary Shares
at the Placing Price pursuant
to the Placing Agreement
"Placing Agreement" the conditional agreement
dated 1 May 2018 between
N+1 Singer and the Company
relating to the Placing
"Placing Price" 120 pence per Placing Share
"SPA" has the meaning in paragraph
"Sale and Purchase Agreement"
of this announcement
"Prospectus Rules" the prospectus rules made
by the FCA pursuant to the
section 73A of the FSMA
"Registrar" Link Asset Services, The
Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
"Resolutions" the resolutions set out
in the notice of General
Meeting
"Securities Act" the United States Securities
Acts of 1933, as amended,
and the rules and regulations
promulgated thereunder
"Shareholders" holders of the Ordinary
Shares from time to time
"GBP" or "Sterling" pounds sterling, the lawful
currency from time to time
of the United Kingdom
"UK Listing Authority" the FCA acting in its capacity
as the competent authority
for the purposes of Part
VI of FSMA
"uncertificated" or recorded on the relevant
"uncertificated register of the share or
form" security concerned as being
held in uncertificated form
in CREST and title to which
may be transferred by of
CREST
"United Kingdom" or the United Kingdom of Great
"UK" Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLFLLBVEFBBBE
(END) Dow Jones Newswires
May 02, 2018 04:00 ET (08:00 GMT)
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