Driver Group plc Proposed Placing and Open Offer - further details (2363X)

TIDMDRV

RNS Number : 2363X

Driver Group plc

17 February 2017

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND 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, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DRIVER GROUP 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 DRIVER GROUP PLC.

This announcement contains inside information

Driver Group Plc

("Driver", the "Group" or the "Company")

Proposed Placing and Open Offer - further details

Further to the announcement this morning of a proposed fundraising of up to GBP8 million by way of the conditional placing ("Placing"), Driver Group plc (AIM: DRV) announces that 20,000,000 Placing Shares have been conditionally placed with investors at a price of 40 pence per share (the "Issue Price").

Key highlights

-- Proposed placing to raise GBP8.0 million through the issue of 20,000,000 Placing Shares to existing and new investors, at 40 pence per Placing Share

-- The Placing Price represents a discount of 14.9 per cent. to the Closing Price on 16 February 2017, being the last trading date prior to announcement of the proposed Placing

-- The net proceeds of the Placing will be used to reduce outstanding borrowings, to accelerate the delivery of the next phase of the strategic plan and to enable Driver to capitalise on growth opportunities within its core business

Open offer

The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an open offer to raise up to approximately GBP0.5 million, on the basis of 1 open offer share for every 26 shares held, at the Issue Price.

General Meeting

The proposed Placing and Open Offer (together the "Fundraising") is subject to the passing of certain resolutions for which Shareholder approval will be sought at the general meeting of the Company, which is expected to be convened shortly by the posting to Shareholders of a circular containing notice of the meeting. The circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

The expected timetable for the Fundraising is set out below.

 
Announcement of Fundraising                         17 February 2017 
Record Date for entitlements 
 under the Open Offer                  6.00 p.m. on 17 February 2017 
Posting of the Circular, the 
 Form of Proxy and, to Qualifying 
 Non-CREST Shareholders only, 
 the Application Form                               20 February 2017 
Ex-entitlement date for the 
 Open Offer                                         20 February 2017 
Basic Entitlements and Excess 
 Entitlements credited to stock 
 accounts of Qualifying CREST 
 Shareholders                                       21 February 2017 
Recommended latest time for 
 requesting withdrawal of Basic 
 Entitlements and Excess Entitlements 
 from CREST                                4.30 p.m. on 2 March 2017 
Latest time and date for depositing 
 Basic Entitlements and Excess 
 Entitlements into CREST                   3.00 p.m. on 3 March 2017 
Latest time and date for splitting 
 of Application Forms (to satisfy 
 bona fide market claims only)             3.00 p.m. on 6 March 2017 
Latest time and date for receipt 
 of Forms of Proxy or electronic 
 proxy appointments for use 
 at the General Meeting and 
 Open Offer                                2.00 p.m. on 7 March 2017 
Latest time and date for receipt 
 of completed Application Forms 
 from Qualifying Non-CREST 
 Shareholders and payment in 
 full under the Open Offer 
 or settlement of relevant 
 CREST instructions (as appropriate)      11.00 a.m. on 8 March 2017 
General Meeting                            2.00 p.m. on 9 March 2017 
Announcement of the results 
 of the General Meeting and 
 Open Offer                                             9 March 2017 
Admission and commencement 
 of dealings in New Ordinary 
 Shares                                   8.00 a.m. on 10 March 2017 
CREST Members' accounts credited 
 in respect of New Ordinary 
 Shares in uncertificated form                         10 March 2017 
Expected despatch of definitive 
 share certificates for New 
 Ordinary Shares in certificated 
 form                                                  17 March 2017 
 

Related Party Transaction

Funds and accounts under management by direct and indirect investment management subsidiaries of Living Bridge (together "Living Bridge") are participating in the Placing, having conditionally agreed to subscribe for 2,750,000 Placing Shares pursuant to the Placing. As Living Bridge is a Substantial Shareholder in the Company (as defined by the AIM Rules), its participation in the Placing is a related party transaction for the purposes of the AIM Rules.

As a result of the Placing and following Admission, Living Bridge is expected to hold 7,865,805 Ordinary Shares.

The Directors, having consulted with the Company's Nominated Adviser, N+1 Singer, consider the terms of Living Bridge's participation in the Placing to be fair and reasonable insofar as the Company's shareholders are concerned.

Gordon Wilkinson, Chief Executive Officer, said:

"The board is pleased to announce the proposed terms of the successful fundraising. The fundraising, if approved by Shareholders, will provide the necessary level of refinancing to normalise the capital structure of the business and provides a solid platform on which to effect the remainder of the Board's recovery plan."

 
 Enquiries: 
 Driver Group plc 
  Gordon Wilkinson, Group Chief Executive      [phone] 
                                               Email:[e-mail] 
 
  Hugh Cawley, CFO                             [phone] 
                                               Email: [e-mail] 
 N+1 Singer (Nominated Adviser & Broker) 
  Sandy Fraser 
  James White 
  Alex Laughton-Scott                        [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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February 17, 2017 12:06 ET (17:06 GMT)