Conviviality PLC Completion of Acquisition (5515Z)

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RNS Number : 5515Z

Conviviality PLC

15 December 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CONVIVIALITY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CONVIVIALITY PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Conviviality Plc

("Conviviality" or the "Company" or the "Group")

Completion of Acquisition

Further to the Company's announcement of earlier today, the Company can confirm that Matthew Boyd Callaghan, Ian David Green, and Zelf Hussain, insolvency practitioners of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT, have been appointed as joint administrators of WS Retail Ltd ("WSR") and have accepted the offer and entered into the Acquisition Agreement with Bargain Booze Limited ("BBL"), a wholly-owned subsidiary of the Company, to effect the sale of the business and assets of the Central Convenience business formerly carried on by WSR to BBL.

Accordingly, BBL has completed the acquisition of the entire business, assets and goodwill of WSR, including the assignment of the agreements with franchisees, for an aggregate cash consideration of GBP25.0 million.

Application has been made to the London Stock Exchange for 8,000,000 Placing Shares to be admitted to trading on AIM and it is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 19 December 2017.

Unless otherwise stated, definitions used in this announcement (the "Announcement") carry the same meanings as those set out in the Company's announcement of earlier today 2017.

Diana Hunter, Chief Executive Officer of Conviviality, said:

"We are delighted to have completed the acquisition and to have the Central Convenience business join the Conviviality Group. We now welcome our new colleagues and franchisees to the Group. Conviviality Retail now comprises 836 stores, serving more customers in the south and south west of England."

Total Voting Rights

Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 183,269,386. The Company does not hold any shares in treasury.

The above 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.

Enquiries:

 
 Conviviality Plc                           Tel: 01270 
 Diana Hunter, Chief Executive Officer       614 700 
 Mark Moran, Chief Financial Officer 
 Investec Bank plc (Sole Bookrunner,        Tel: [phone] 
  Broker and Nominated Adviser)              5970 
  Garry Levin / David Flin / Daniel 
  Adams / Alex Wright / Henry Reast 
  / Neil Coleman 
 FTI Consulting                             Tel: [phone] 
  Jonathon Brill / Georgina Goodhew          1000 
  / Fiona Walker 
 
 
 

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Ciaran Stone, Group Head of Legal & Company Secretary.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

IMPORTANT NOTICES

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 United States Securities Act of 1933 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.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. The price of the shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of such shares.

All subsequent oral or written forward-looking statements attributed to Conviviality or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Announcement are based on information available to the directors of the Company at the date of this Announcement, unless some other time is specified in relation to them, and the posting or receipt of this Announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Investec Bank plc is authorised by the Prudential Regulatory Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Investec Bank plc 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.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

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 is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

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 of America, its territories and possessions, any state of the United States and the District of Columbia (the "United States"), Australia, New Zealand, Canada, Japan or 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. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, New Zealand, Japanese or South African securities laws. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this Announcement, nor any part of it, nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 15, 2017 10:28 ET (15:28 GMT)