TIDMBVS
RNS Number : 7064S
Bovis Homes Group PLC
07 November 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
7 November 2019
Bovis Homes Group PLC
Results of Placing
Bovis Homes Group PLC ("Bovis Homes" or the "Company") is
pleased to announce the successful completion of the placing
announced earlier today (the "Placing").
A total of 13,472,591 new ordinary shares in the Company (the
"Placing Shares") have been placed by Numis Securities Limited
("Numis Securities" or "Numis") at a price of 1130 pence per
Placing Share, with existing and new institutional investors,
raising gross proceeds of approximately GBP152.2 million. The
placing price of 1130 pence per Placing Share represents a discount
of 2.8% to the closing price on 6 November 2019 and a discount of
3.2% to the intra-day price at 3:41 p.m. on 7 November 2019 (being
the time the placing price was agreed). The net placing price of
approximately 1104 pence per Placing Share to be received by the
Company after expenses directly attributable to the Placing
represents a discount of approximately 5.4% to that intra-day price
and a discount of approximately 5.1% to the closing price on 6
November 2019.
The Placing Shares represent approximately 9.99% of the issued
ordinary share capital of the Company prior to the Placing.
Application has been made to the Financial Conduct Authority for
admission of the Placing Shares to the premium listing segment of
the Official List maintained by the Financial Conduct Authority and
to the London Stock Exchange plc (the "LSE") for admission to
trading of the Placing Shares on the LSE's main market for listed
securities (together, "Admission"). It is expected that Admission
will take place at or around 8.00 a.m. (London time) on 11 November
2019 (or such later date as may be agreed between the Company and
Numis) and that dealings in the Placing Shares will commence at the
same time.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares of the Company including the right to receive all
dividends and other distributions declared, made or paid in by
reference to a record date falling after their issue. The Placing
Shares will be entitled to the Bonus Issue and the second interim
dividend (as referred to in the placing announcement by the Company
earlier today (the "Placing Announcement")).
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Placing Announcement.
Greg Fitzgerald, Chief Executive Officer of Bovis Homes,
commented:
"We are delighted to have successfully completed this fundraise
and are pleased to have received the support of our shareholders
and a number of new investors. The proposed transaction is an
exciting and transformational opportunity to create a leading UK
housebuilder and gives Bovis Homes a market leading position in the
high growth more resilient partnerships market. We are fully
committed on delivering the clear benefits from this combination
and further enhancing total shareholder returns."
BlackRock Inc ("BlackRock") has been a substantial shareholder
in the Company within the 12 months prior to the announcement for
the purposes of chapter 11 of the Listing Rules of the Financial
Conduct Authority ("Listing Rules"). BlackRock is therefore
considered to be a related party of the Company for the purposes of
chapter 11 of the Listing Rules. BlackRock has subscribed for
863,333 Placing Shares in the Placing, equating to GBP9.8m. Under
Listing Rule 11.1.10 R, the participation in the Placing by
BlackRock constitutes a "smaller" related party transaction and as
such does not require the approval of independent ordinary
shareholders of the Company. This announcement is made in
accordance with Listing Rule 11.1.10R(2)(c).
Total voting rights
Following Admission, the total number of shares of the Company
in issue will be 148,333,362. Bovis Homes currently holds no shares
as treasury shares and therefore, following Admission, the total
number of voting shares in the Company will be 148,333,362.
The total voting rights figure of 148,333,362 ordinary shares
may be used by shareholders and others with notification
obligations as the denominator for the calculations by which they
will determine whether they are required to notify their interest
in, or a change to their interest in, Bovis Homes under the FCA's
Disclosure Guidance and Transparency Rules.
The person responsible for making this announcement on behalf of
Bovis Homes is Earl Sibley, Group Finance Director.
For further information please contact:
Bovis Homes Group PLC
Earl Sibley, Group Finance Director
Susie Bell, Head of Investor Relations 01732 280272
Numis Securities Limited (Joint Financial Adviser,
Sole Bookrunner and Sole Broker to Bovis Homes)
Heraclis Economides
Richard Thomas
Ben Stoop
Alasdair Abram 020 7260 1000
IMPORTANT NOTICE
This announcement (the "Announcement") and the information
contained in it is not for publication, release or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. 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 shares in the capital
of the Company in the United States, Australia, Canada, Japan or
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 the
securities laws of such jurisdictions. The Placing Shares have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, in or into 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. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling 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"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons together being referred to
as "relevant persons"). This Announcement and the terms and
conditions set out herein must not be acted on or relied on by
persons who are not relevant persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
and the terms and conditions set out herein relates is available
only to relevant persons and will be engaged in only with relevant
persons.
This Announcement has been 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 Numis,
or by any of its 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 or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA"). Numis is acting solely for
the Company and no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Numis by FSMA or by the regulatory
regime established under it, neither Numis nor any of its
affiliates accepts any responsibility whatsoever for the contents
of the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of Numis or
any of its affiliates in connection with the Company, the Placing
Shares or the Placing. Numis and each of its affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Numis or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company and/or Numis or any of
their respective affiliates that would, or which is intended to,
permit an offering of the Placing Shares in any jurisdiction or
result in the possession or distribution of this Announcement or
any other offering or publicity material relating to 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 Numis to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
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. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
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 information 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 an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
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 securities 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, Numis 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIBLBDBXBGBGCR
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November 07, 2019 11:16 ET (16:16 GMT)
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