Hornby PLC Result of Placing (8782W)

TIDMHRN

RNS Number : 8782W

Hornby PLC

17 November 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED WITH, THE FINANCIAL CONDUCT AUTHORITY. IT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF ANY OFFER OF OR INVITATION TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE APPLICABLE SECURITIES LAWS IN SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS ON THE INFORMATION IN THE CIRCULAR TO BE PUBLSIHED BY THE COMPANY AND ANY SUPPLEMENT THERETO.

Hornby PLC

("Hornby", the "Company")

Result of Placing

Hornby PLC, the international models and collectibles group, is pleased to announce that following the announcement earlier today regarding the launch of a proposed Placing and Open Offer (the "Placing"), it has successfully placed 40,677,968 new ordinary shares (the "Placing Shares") at a price of 29.5 pence per share (the "Issue Price") raising gross proceeds of GBP12.0 million. 33,898,306 Placing Shares have been placed firm with the Firm Placees (being certain existing institutional investors) at the Issue Price, thereby raising GBP10.0 million. A further 6,779,662 Placing Shares have also been placed with the Conditional Placees (also being certain existing institutional investors) at the Issue Price, thereby raising a further GBP2.0 million (before expenses). Such Placing Shares have been placed conditionally with the Conditional Placees, subject to clawback by Qualifying Shareholders in order to satisfy valid applications made by them under the Open Offer.

The Placing and Open Offer and the Acquisition are all conditional upon the passing of certain Shareholder resolutions. Accordingly, a circular (the "Circular") is expected to be posted later today notifying shareholders of a general meeting which is being convened for the purpose of considering the relevant Resolutions, at the offices of the Company's solicitors, Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW at 9.00 a.m. on 5 December 2017.

The Placing was conducted by way of an Accelerated Book Build process. Liberum Capital Limited ("Liberum") acted as sole bookrunner on the Placing.

In addition, in order to provide Qualifying Shareholders with an opportunity to participate at the Issue Price, the Company is making the Open Offer to all Qualifying Shareholders to give them the opportunity to subscribe for up to 6,779,662 new Ordinary Shares (the "Open Offer Shares") at the Issue Price to raise gross proceeds of up to approximately GBP2.0 million. The terms and conditions of the Open Offer will be set out in the Circular.

The Issue Price is equal to the Closing Price per Ordinary Share on 16 November 2017, being the last business day prior to the announcement of the Placing and Open Offer.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM and it is anticipated that trading in the New Shares will commence on AIM at 8.00 a.m. on 7 December 2017.

Related Party Transaction

Phoenix Asset Management Partners Limited, ("Phoenix") has agreed to subscribe for up to 33,377,968 Placing Shares in the Placing comprising 27,814,973 Placing Shares pursuant to the Firm Placing and up to 5,562,995 pursuant to the Conditional Placing. Due to the size of Phoenix's existing holding of 60,406,594 Ordinary Shares in the capital of the Company representing 71.4% of the current issued share capital, this transaction is considered to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules.

The Independent Directors consider, having consulted with the Company's Nominated Adviser, that the terms of Phoenix's participation in the Placing are fair and reasonable in so far as its Shareholders are concerned. Immediately following Admission, it is envisaged that Phoenix will hold up to 93,784,562 Ordinary Shares representing a maximum shareholding of 74.87% of the enlarged share capital (before the issue of any shares under the Open Offer).

Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in the Placing and Open Offer Announcement released earlier today and the Circular to be posted to Shareholders today, which will be available on the Company's website www.hornby.plc.uk.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

- ends -

 
 For further information contact: 
 Hornby PLC 
  Lyndon Davies, CEO 
  David Mulligan, CFO                 01843 233500 
 Liberum 
  Neil Elliot 
  Neil Patel 
  Ben Roberts                        020 3100 2222 
 Capital Access Group 
  Scott Fulton                       020 3763 3400 
 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Open Offer Record Date                         5.00 p.m. on 15 
                                                  November 2017 
 Date of this Announcement,                    17 November 2017 
  the Circular and of the posting 
  of the Circular, Application 
  Forms and Forms of Proxy 
 Date Existing Ordinary Shares                  8.00 a.m. on 20 
  marked 'ex-entitlement' by                      November 2017 
  the London Stock Exchange 
 Open Offer Entitlements and                    8.00 a.m. on 21 
  Excess Open Offer Entitlements                  November 2017 
  credited to CREST stock accounts 
  of Qualifying CREST Shareholders 
 Recommended latest time and                    4.30 p.m. on 28 
  date for requesting withdrawal                  November 2017 
  of Open Offer Entitlements 
  and Excess Open Offer Entitlements 
  from CREST 
 Latest time and date for depositing            3.00 p.m. on 29 
  Open Offer Entitlements and                     November 2017 
  Excess Open Offer Entitlements 
  into CREST 
 Latest time and date for splitting             3.00 p.m. on 30 
  Application Forms (to satisfy                   November 2017 
  bona fide market claims in 
  relation to Open Offer Entitlements 
  only) 
 Last time and date for receipt         9.00 a.m. on 1 December 
  of completed Forms of Proxy                              2017 
  and receipt of electronic proxy 
  appointments via the CREST 
  system 
 Last time and date for receipt                 11.00 a.m. on 4 
  of completed Application Forms                  December 2017 
  and payment in full under the 
  Open Offer or settlement of 
  the relevant CREST instructions 
  (as appropriate) 
 General Meeting                        9.00 a.m. on 5 December 
                                                           2017 
 Results of the General Meeting                 5 December 2017 
  and the Placing and Open Offer 
  expected to be announced through 
  a Regulatory Information Service 
 Admission and commencement             8.00 a.m. on 7 December 
  of dealings in the New Ordinary                          2017 
  Shares on AIM expected to commence 
 Expected date for CREST accounts               7 December 2017 
  to be credited with New Ordinary 
  Shares in uncertificated form 
 Completion of the Acquisition                  8 December 2017 
 Expected date for dispatch                 by 15 December 2017 
  of definitive share certificates 
  in respect of New Ordinary 
  Shares to be issued in certificated 
  form 
 

IMPORTANT INFORMATION

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's 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 the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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 statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 Liberum Capital Limited 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.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for 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 customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

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 or Liberum Capital Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital Limited to inform themselves about, and to observe such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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November 17, 2017 10:30 ET (15:30 GMT)