Raven Russia Limited Proposed Placing (3420F)

TIDMRUS

RNS Number : 3420F

Raven Russia Limited

16 May 2017

16 May 2017

Raven Russia Limited ("Raven Russia" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Proposed placing of convertible redeemable preference shares

Highlights

-- Raven Russia announces proposals to raise approximately GBP100 million by way of a Placing of New Convertible Preference Shares (RUSC) at a Placing Price of 114p per share

-- Firm commitments received from existing institutional investors (Woodford, IAML, Old Mutual and Brooks

Macdonald) and the Company's EBT

-- The Placing is conditional on the approval of both ordinary and preference shareholders, with completion expected before the end of June 2017

-- It is intended that the funds raised through the Placing will be used to support potential acquisition opportunities

Raven Russia's CEO, Glyn Hirsch commented:

"We are delighted with the continued support of our shareholders. The new funds will further strengthen our balance sheet and allow greater flexibility on potential acquisitions. We believe that it is the right time in the cycle to be investing."

Further information

Raven Russia Limited Tel: [phone]

Anton Bilton

Glyn Hirsch

Novella Communications (PR Adviser) Tel: [phone]

Tim Robertson

Toby Andrews

N+1 Singer (UK Sponsor, Financial Adviser and Broker) Tel: [phone]

Corporate Finance - James Maxwell / Liz Yong

Sales - Alan Geeves / James Waterlow

Ravenscroft (TISE Sponsor) Tel: [phone]

Semelia Hamon

This announcement is released by Raven Russia Limited and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing described herein, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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 Benn Garnham, Company Secretary.

Proposed placing of Convertible Preference Shares

   1.     Introduction 

Raven Russia announces a proposed fundraising of approximately GBP100 million by way of a placing of New Convertible Preference Shares at 114 pence per share to be listed on TISE Official List.

The Company has secured firm commitments from existing institutional investors and the EBT to subscribe for an aggregate amount of approximately 86.0 million Convertible Preference Shares, and is in discussions with further investors potentially to increase the size of the Placing.

The Placing is conditional on, inter alia, Ordinary Shareholders and Preference Shareholders passing all the necessary resolutions to constitute and issue the New Convertible Preference Shares and admission of the Convertible Preference Shares to TISE Official List.

The Company has appointed N+1 Singer as UK sponsor, financial adviser and broker in connection with the Placing.

The circulars to implement the Placing, along with the 2017 AGM notice and 2016 Annual Report are expected to be posted to shareholders before the end of May 2017.

   2.     Background to and reasons for the Placing 

In 2016 the Company successfully raised GBP109 million through the initial issue of Convertible Preference Shares. These funds were used to restructure bank debt and fund the purchase of income producing assets. The Board wishes to repeat this success in 2017 and intends that funds raised through the Placing will be used to support a number of potential acquisition opportunities.

With rouble interest rates at an attractive level the net proceeds of the Placing will be converted to roubles and placed on deposit.

   3.     Details of the Placing 

The Company is proposing to issue a minimum of 85,964,909 New Convertible Preference Shares at the Placing Price to investors pursuant to the Placing(1) which represents a discount of 2.6 per cent. to the closing middle market price of 117 pence per Existing Convertible Preference Share as at the close of business on the Latest Practicable Date.

As described in paragraph 1 above, the Company has secured firm commitments from placees to subscribe for an aggregate number of 85,964,909 New Convertible Preference Shares.

The New Convertible Preference Shares will, when issued, be subject to the Articles, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Convertible Preference Shares. The New Convertible Preference Shares will be issued free of any encumbrance, lien or other security interest.

The New Convertible Preference Shares will have a cumulative preference dividend of approximately 5.7 per cent. per annum calculated by reference to the Placing Price which is equivalent to 6.5p per share (payable in equal instalments quarterly in arrears) (the "Preference Dividend") and the Preference Dividend shall accrue on the New Convertible Preference Shares from the date of their issue. The ex-date in respect of the Preference Dividend on the New Convertible Preference Shares from the period from the date of Admission to (but excluding) 30 June 2017 shall be the date of Admission and the record date shall be the first trading day following Admission.

The New Convertible Preference Shares will initially trade under the ticker "RUC2" with ISIN number GG00BYPB9J77 up to and including 29 June 2017, after which they will trade, together with the Existing Convertible Preference Shares, under the ticker "RUSC" with ISIN number GG00BYVFCC74.

The New Convertible Preference Shares will be issued in registered form and may be held in either certificated or uncertificated form. Any New Convertible Preference Shares issued in uncertificated form pursuant to the Placing will be transferred to successful applicants through the CREST system.

Placing Agreement

The Company has today entered into a placing agreement with N+1 Singer (the "Placing Agreement"). Pursuant to the Placing Agreement, N+1 Singer has, subject to the terms set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure placees for the New Convertible Preference Shares.

The obligations of N+1 Singer are conditional, inter alia, on Admission becoming effective by no later than 8.00 a.m. on 30 June 2017 (or such later time and/or date as the Company and N+1 Singer may agree, being no later than 8.00 a.m. on 31 July 2017), certain of the resolutions to be proposed at General Meeting and Class Meeting being passed and the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

N+1 Singer shall be entitled to terminate the Placing Agreement by giving written notice to the Company if, at any time before Admission any of the warranties contained therein are or become untrue, inaccurate or misleading in any material respect or a force majeure event or material adverse change in respect of the Company occurs prior to Admission.

Application for listing and admission to trading

Application will be made to TISEA for admission of the New Convertible Preference Shares to TISE Official List and to the London Stock Exchange for admission of the New Convertible Preference Shares to trading on the SETSqx platform. The New Convertible Preference Shares will not be listed on the Official List of the FCA. The Company intends to apply for a listing of the Convertible Preference Shares on the Official List of the FCA if and when it satisfies the eligibility criteria.

Participation in the Placing

Members of the public are not eligible to participate in the Placing. To participate in the Placing, an investor must either (a) fall within the provisions of section (I) of Annex (II) to the Markets in Financial Instruments Directive and be (i) a person having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"); or (ii) a high net worth company, unincorporated association or other person within Article 49(2) of the FPO; or (b) be a person who may otherwise lawfully participate. In addition, an investor must be "knowledgeable about investment matters" for the purposes of Chapter 8 of TISEA Listing Rules.

The Company may (in its absolute discretion) accept subscriptions up to GBP125,000,000 through the Placing and the Directors will retain the ability to increase that amount in the event that there is excess demand.

   4.     Rule 9 Waivers 

IAML (as discretionary manager on behalf of IPIF and IPHIF) has committed to procure the participation by IPIF to subscribe for 5,877,193 New Convertible Preference Shares and IPHIF to subscribe for 11,666,666 New Convertible Preference Shares in the Placing. As at the Latest Practicable Date, the Invesco Funds hold approximately 31.5 per cent. of the Ordinary Shares in issue and approximately 22.6 per cent. of the Convertible Preference Shares in issue.

Following Conversion, the Invesco Funds' aggregate interest in Ordinary Shares would increase, which could have implications under the Takeover Code. Consequently, the Invesco Funds' participation in the Placing will require the Panel to waive any obligation of the Invesco Concert Party to make a general offer pursuant to Rule 9 of the Takeover Code on Conversion which will also require the approval of the Invesco Waiver Resolution by Independent Shareholders on a poll.

Woodford has committed to subscribe for 37,719,298 New Convertible Preference Shares in the Placing. As at the Latest Practicable Date, Woodford held approximately 14.2 per cent. of the Ordinary Shares in issue and approximately 46.0 per cent. of the Convertible Preference Shares in issue.

Following Conversion, Woodford's aggregate interest in Ordinary Shares would increase, which could have implications under the Takeover Code. Consequently, Woodford's participation in the Placing will require the Panel to waive any obligation of Woodford to make a general offer pursuant to Rule 9 of the Takeover Code on Conversion which will also require the approval of the Woodford Waiver Resolution by Independent Shareholders on a poll.

   5.     Related Party Transactions 

The Invesco Funds are, taken together, substantial Ordinary Shareholders for the purposes of chapter 11 of the Listing Rules. The Invesco Funds are therefore considered to be related parties for the purposes of chapter 11 of the Listing Rules. IAML (as discretionary manager on behalf of IPIF and IPHIF) has committed to procure the participation by IPIF and IPHIF to subscribe for, in aggregate, 17,543,859 New Convertible Preference Shares in the Placing. Under chapter 11 of the Listing Rules, the participation by IPIF and IPHIF in the Placing constitutes a related party transaction and will require the approval of Independent Shareholders.

IAML (as discretionary manager on behalf of the Invesco Funds) has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of the Invesco Funds will vote) on the Invesco RPT Resolution.

Woodford is a substantial Ordinary Shareholder for the purposes of chapter 11 of the Listing Rules and is therefore considered to be a related party for the purposes of chapter 11 of the Listing Rules. Woodford has agreed to subscribe for 37,719,298 New Convertible Preference Shares in the Placing. Under chapter 11 of the Listing Rules, the participation by Woodford in the Placing constitutes a related party transaction and will require the approval of Independent Shareholders.

Woodford has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of Woodford will vote) on the Woodford RPT Resolution.

Under Listing Rule 11.1.10R, the participation by the EBT in the Placing constitutes a 'smaller' related party transaction and as such does not require the approval of independent Ordinary Shareholders.

   6.     Extraordinary General Meeting 

The implementation of the Placing, the related requirement for the Rule 9 Waivers and the participation by IPIF, IPHIF and Woodford in the Placing will require the approval of Ordinary Shareholders. It is anticipated that the resolutions to be proposed at the General Meeting will be as follows:

-- An ordinary resolution of the Independent Shareholders (taken on a poll) to approve the Rule 9 Waiver in connection with the additional Ordinary Shares that would be held by the Invesco Funds as a result of any subsequent Conversion of the New Convertible Preference Shares held by them.

-- An ordinary resolution of the Independent Shareholders (taken on a poll) to approve the Rule 9 Waiver in connection with the additional Ordinary Shares that would be held by Woodford as a result of any subsequent Conversion of the New Convertible Preference Shares held by them.

-- An ordinary resolution to approve the proposed participation by IPIF and IPHIF in the Placing.

   --     An ordinary resolution to approve the proposed participation by Woodford in the Placing. 

-- An ordinary resolution to grant to the Directors the authority to issue, amongst other things (i) new Convertible Preference Shares, and new Ordinary Shares upon Conversion, in connection with the Placing and (ii) such further number of new Convertible Preference Shares as shall equal 10 per cent. of the issued Convertible Preference Shares on Admission, and such new Ordinary Shares on Conversion, during the period from the date of the General Meeting until the earlier of (a) the date which is 15 months following the date of the General Meeting and (b) the conclusion of the Annual General Meeting of the Company in 2018 (the "Additional Authority").

-- A special resolution to disapply the pre-emption rights in the Articles in respect of the proposed issue of the new Convertible Preference Shares in connection with (i) the Placing and (ii) the Additional Authority.

Each of IAML (as discretionary manager on behalf of the Invesco Funds), Woodford, the EBT, EBT 2 and each of the Directors and certain of their connected persons has irrevocably undertaken to the Company to vote in favour of the Resolutions at the General Meeting, representing 54.2 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date. Excluding the Invesco Funds, which will not be permitted to vote on the Invesco Resolutions and Woodford, which will not be permitted to vote on the Woodford Resolutions, this represents (i) in relation to the Invesco Resolutions, 33.1 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date and eligible to vote; and (ii) in relation to the Woodford Resolutions, 47.1 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date and eligible to vote. IAML (as discretionary manager on behalf of the Invesco Funds) has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of the Invesco Funds will vote) on the Invesco Resolutions. Woodford has irrevocably undertaken to the Company not to vote (and to take all reasonable steps to ensure that no associates of Woodford will vote) on the Woodford Resolutions.

In the event that either of the Invesco Resolutions are not passed, the Placing will still proceed but neither IPIF nor IPHIF will participate in the Placing and their respective commitments to subscribe for New Convertible Preference Shares will lapse.

In the event that either of the Woodford Resolutions are not passed, the Placing will still proceed but Woodford will not participate in the Placing and its commitment to subscribe for New Convertible Preference Shares will lapse.

The OS Circular, which will include a notice of General Meeting containing the full text of each resolution, is expected to be posted to Ordinary Shareholders before the end of May 2017. Completion of the Placing is currently anticipated to occur before the end of June 2017.

   7.     Class Meeting 

The implementation of the Placing requires the approval of Preference Shareholders by special resolution, as the creation and issue of new Convertible Preference Shares in connection with (i) the Placing and (ii) the Additional Authority will constitute a variation of the class rights attaching to the Preference Shares.

Each of IAML, Woodford, the EBT, EBT 2 and each of the Directors and certain of their connected persons has irrevocably undertaken to the Company to vote in favour of the Class Consent Resolution at the Class Meeting, representing 60.5 per cent. of the Preference Shares in issue as at the Latest Practicable Date.

The PS Circular, which will include a notice of Class Meeting containing the full text of the resolution, is expected to be posted to Preference Shareholders before the end of May 2017.

Definitions used in this announcement

 
 "Admission"                  the admission of the New Convertible Preference 
                               Shares to TISE Official List and to trading 
                               on the SETSqx platform of the London Stock 
                               Exchange 
 "Articles"                   the articles of incorporation of the Company 
 "Class Consent Resolution"   the special resolution to be proposed at the 
                               Class Meeting approving the deemed variation 
                               of the rights attaching to the Preference 
                               Shares arising as a result of the creation 
                               and issue of the New Convertible Preference 
                               Shares 
 "Class Meeting"              the class meeting of Preference Shareholders 
                               to be held in relation to, inter alia, the 
                               Placing, notice of which will be set out in 
                               the PS Circular 
 "Company" or "Raven          Raven Russia Limited 
  Russia" 
 "Conversion"                 conversion of the Convertible Preference Shares 
                               to Ordinary Shares at the Conversion Rate 
 "Conversion Rate"            1.818 New Ordinary Shares for each Convertible 
                               Preference Share, subject to adjustment in 
                               accordance with the Articles from time to 
                               time 
 "Convertible Preference      6.5 per cent. cumulative convertible redeemable 
  Shares"                      preference shares of no par value each in 
                               the capital of the Company 
 "Directors"                  the directors of the Company 
 "EBT"                        Raven Russia Employment Benefit Trust No. 
                               1 
 "EBT 2"                      Raven Russia Employment Benefit Trust No. 
                               2 
 "Existing Convertible        the Convertible Preference Shares in issue 
  Preference Shares"           as at the date of this announcement 
 "FCA"                        the UK Financial Conduct Authority 
 "FSMA"                       Financial Services and Markets Act 2000, as 
                               amended 
 "General Meeting"            the general meeting of the Company to be held 
                               in relation to, inter alia, the Placing, notice 
                               of which will be set out in the OS Circular 
 "Group"                      the Company and its subsidiary undertakings 

 "IAML"                       Invesco Asset Management Limited acting in 
                               its capacity as agent for and on behalf of 
                               the Invesco Funds 
 "Invesco Concert             IAML and the Invesco Funds 
  Party" 
 "Invesco Funds"              Edinburgh Investment Trust, IPHIF, IPIF and 
                               Invesco Perpetual UK Equity Pension Fund 
 "Independent Shareholders"   the Ordinary Shareholders other than (i) in 
                               relation to the Invesco Resolutions, members 
                               of the Invesco Concert Party and (ii) in relation 
                               to the Woodford Resolutions, Woodford 
 "Invesco Resolutions"        the Invesco RPT Resolution and the Invesco 
                               Waiver Resolution 
 "Invesco RPT Resolution"     the resolution required in accordance with 
                               chapter 11 of the Listing Rules to approve 
                               the participation by IPIF and IPHIF in the 
                               Placing 
 "Invesco Waiver              the ordinary resolution of the Independent 
  Resolution"                  Shareholders (taken on a poll) to be proposed 
                               at the General Meeting to approve the waiver 
                               by the Panel of the obligations that would 
                               otherwise apply to the Invesco Concert Party 
                               or any member of it to make a general offer 
                               for the Company pursuant to Rule 9 of the 
                               Takeover Code as a result of the potentially 
                               increased ordinary shareholding of the Invesco 
                               Funds as a consequence of the participation 
                               by IPIF and IPHIF in the Placing and the Conversion 
 "IPIF"                       Invesco Perpetual Income Fund 
 "IPHIF"                      Invesco Perpetual High Income Fund 
 "Latest Practicable          15 May 2017, being the day immediately preceding 
  Date"                        the date of this announcement 
 "Listing Rules"              the Listing Rules published by the FCA in 
                               accordance with section 73A(2) of FSMA 
 "London Stock Exchange"      London Stock Exchange plc 
 "New Convertible             the Convertible Preference Shares to be issued 
  Preference Shares"           pursuant to the Placing 
 "New Ordinary Shares"        the new Ordinary Shares issued as a result 
                               of Conversion 
 "N+1 Singer"                 Nplus1 Singer Advisory LLP 
 "Ordinary Shareholder"       a holder of Ordinary Shares 
 "Ordinary Shares"            ordinary shares of GBP0.01 each in the capital 
                               of the Company 
 "OS Circular"                the circular to be sent to Ordinary Shareholders 
                               in connection with, inter alia, the Placing 
                               and including a notice of the General Meeting 
 "Panel"                      the Panel on Takeovers and Mergers 
 "Placing"                    the proposed conditional placing by N+1 Singer, 
                               on behalf of the Company, of New Convertible 
                               Preference Shares at the Placing Price pursuant 
                               to the terms of the Placing Agreement 
 "Placing Agreement"          the agreement dated the same date as this 
                               announcement between the Company and N+1 Singer 
                               relating to the Placing 
 "Placing Price"              114 pence per New Convertible Preference Share 
 "Preference Shareholder"     a holder of Preference Shares 
 "Preference Shares"          12 per cent. cumulative redeemable preference 
                               shares of GBP0.01 each in the capital of the 
                               Company 
 "PS Circular"                the circular to be sent to Preference Shareholders 
                               in connection with, inter alia, the Placing 
                               and including a notice of the Class Meeting 
 "Resolutions"                the resolutions listed in paragraph 6 of this 
                               announcement to be proposed at the General 
                               Meeting and, where appropriate, the Class 
                               Consent Resolution 
 "RPT Resolutions"            the Invesco RPT Resolution and/or the Woodford 
                               RPT Resolution, as appropriate 
 "Rule 9"                     Rule 9 of the Takeover Code 
 "Rule 9 Waivers"             the waivers agreed by the Panel, conditional 
                               upon the approval by the Independent Shareholders 
                               of the Waiver Resolutions at the General Meeting, 
                               of the obligation of any member of the Invesco 
                               Concert Party and/or Woodford to make a general 
                               offer under Rule 9 which would otherwise arise 
                               as a consequence of Conversion 
 "Takeover Code"              the City Code on Takeovers and Mergers issued 
                               by the Panel as amended or supplemented, from 
                               time to time 
 "TISE"                       the investment exchange known as The International 
                               Stock Exchange 
 "TISEA"                      the International Stock Exchange Authority 
                               Limited, which operates TISE 
 "TISEA Listing Rules"        the listing rules produced by TISEA for companies 
                               whose securities are listed on the TISE Official 
                               List 
 "TISE Official List"         the list of securities admitted to listing 
                               on TISE, which is published and maintained 
                               by TISEA 
 "UK" or "United              the United Kingdom of Great Britain and Northern 
  Kingdom"                     Ireland 
 "Waiver Resolutions"         the Invesco Waiver Resolution and/or the Woodford 
                               Waiver Resolution, as appropriate 
 "Warrant"                    a warrant to subscribe for 1 Ordinary Share 
                               at 25 pence per Ordinary Share pursuant to 
                               the terms of the Warrant Instrument 
 "Warrantholder"              a holder of Warrants 
 "Warrant Instrument"         the warrant instrument adopted by the Company 
                               constituting the Warrants 
 "Woodford"                   Woodford Investment Management Ltd acting 
                               as agent for and on behalf of certain discretionally 
                               managed investment funds and portfolios and, 
                               where the context requires, means Woodford 
                               and such funds and portfolios managed by it 
 "Woodford Resolutions"       the Woodford RPT Resolution and the Woodford 
                               Waiver Resolution 
 "Woodford RPT Resolution"    the resolution required in accordance with 
                               chapter 11 of the Listing Rules to approve 
                               the participation by Woodford in the Placing 
 "Woodford Waiver             the ordinary resolution of the Independent 
  Resolution"                  Shareholders (taken on a poll) to be proposed 
                               at the General Meeting to approve the waiver 
                               by the Panel of the obligations that would 
                               otherwise apply to Woodford to make a general 
                               offer for the Company pursuant to Rule 9 of 
                               the Takeover Code as a result of the potentially 
                               increased ordinary shareholding of Woodford 
                               as a consequence of the participation by Woodford 
                               in the Placing and the Conversion 
 

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities of the Company in any jurisdiction, including the United States, Canada, Japan, Australia or South Africa or in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. 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.

The Placing timetable may be influenced by a range of circumstances, including market conditions. There is no guarantee that the Placing will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of the Company's shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned. Past performance cannot be relied upon as a guide to future performance.

This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, Australia or South Africa or any other jurisdiction where it is unlawful to distribute this announcement. In particular, this announcement is not an offer of securities for sale in the United States. The securities proposed to be sold have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any State or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in any jurisdiction, including in the United States, Canada, Japan, Australia or South Africa. The securities referred to herein have not been registered under the applicable securities laws of Canada, Japan, Australia or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Japan, Australia or South Africa or to any national, resident or citizen of Canada, Japan, Australia or South Africa.

The announcement contains forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forward-looking statements contained in the announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the Company's control, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of the announcement. Except as required by law, the Company undertakes no obligation to publicly release any update or revisions to the forward-looking statements contained in the announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made.

N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor (in respect of the related party transactions only), financial adviser and broker to the Company in connection with the matters referred to herein, 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 contents of this announcement or any transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on it by FSMA or the regulatory regime established thereunder, N+1 Singer accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company, the directors or any other person in connection with the Company, the Placing, the shares or the matters referred to herein, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. N+1 Singer accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Appendix

Placing commitments

 
 Name                                 Number of Convertible      Amount (GBP) 
                                          Preference Shares    at the Placing 
                                                                        Price 
 Woodford Investment Management 
  Ltd                                            37,719,298     42,999,999.72 
 Old Mutual Global Investors 
  (UK) Limited                                   26,315,789     29,999,999.46 
 Invesco Perpetual High Income 
  Fund                                           11,666,666     13,299,999.24 
 Invesco Perpetual Income Fund                    5,877,193      6,700,000.02 
 EBT                                              2,631,578      2,999,998.92 
 Brooks Macdonald Asset Management 
  Limited                                         1,754,385      1,999,998.90 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IOEOKADKABKDPPD

(END) Dow Jones Newswires

May 16, 2017 12:10 ET (16:10 GMT)