Raven Russia Limited Result of Placing of Convertible Preference Shares (9911H)

TIDMRUS

RNS Number : 9911H

Raven Russia Limited

13 June 2017

13 June 2017

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. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.

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

Result of Placing of Convertible Preference Shares

Publication of Circulars in connection with the approval of the Rule 9 Waivers and related party transactions, authority to issue shares, disapplication of pre-emption rights, amendment to the New Articles, Tender Offer, 2016 Annual Report, Notice of Annual General Meeting, Notice of General Meeting and Notices of Class Meetings

On 16 May 2017, the Board announced 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 and traded on the SETSqx platform of the London Stock Exchange.

The Company has secured firm commitments from new and existing investors to subscribe for an aggregate number of 89,766,361 Convertible Preference Shares in the Placing, amounting to approximately GBP102.3 million(1) in aggregate. The New Convertible Preference Shares will rank pari passu in all respects with Existing Convertible Preference Shares and will represent 45.2 per cent. of the Convertible Preference Shares in issue following Admission.

The Placing is conditional on, inter alia, Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders passing the resolutions at the General Meeting (including, inter alia, the Rule 9 Waivers and related party transactions) and Class Meetings of Convertible Preference Shareholders and Preference Shareholders, to be held on 3 July 2017, necessary to authorise the issue of the New Convertible Preference Shares, and admission of the New Convertible Preference Shares to the TISE Official List. Application has been made to the TISE for the New Convertible Preference Shares to be admitted to the TISE Official List and to trading on the SETSqx platform of the London Stock Exchange on or around 4 July 2017.

On 13 March 2017, the Board of Raven Russia announced in its results for the year ended 31 December 2016 that the Company intended to offer to purchase 1 in every 26 Ordinary Shares by way of a tender offer at a price of 52p per share. If the maximum number of 26,220,304 Ordinary Shares is acquired (assuming no valid exercise of Warrants or conversion of Convertible Preference Shares in the period), this will result in an amount of GBP13.63 million being paid by the Company to Ordinary Shareholders. It is intended that the Ordinary Shares purchased under the Tender Offer will be cancelled and not available for re-issue. The Tender Offer is open to all holders of Ordinary Shares on the Company's register at 6.00 p.m. on Tuesday 11 July 2017, who may participate by tendering up to their pro rata entitlement of Ordinary Shares at 1 for 26 at 52p per share. Warrantholders or holders of Convertible Preference Shares who wish to participate in the Tender Offer will be required to exercise or convert (as the case may be) by 30 June 2017 in accordance with their terms. No Ordinary Shares will be purchased in relation to the Tender Offer unless the relevant resolution approving such Tender Offer to be proposed at the Annual General Meeting is passed.

The Company also announces that it will be posting today circulars including notices convening the General Meeting and Class Meetings, as applicable, to Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders in respect of the Placing. The Company will also post to Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders the 2016 Annual Report and a notice of the Annual General Meeting convened for 10.00 a.m. on 12 July 2017, together with a circular containing details of the Tender Offer. A copy of each of the circulars has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The circulars and the 2016 Annual Report will also shortly be available on the Company's website at www.ravenrussia.com.

(1) Assuming that all of the Resolutions (including the Waiver Resolutions and the RPT Resolutions) are passed. If either of the Invesco Resolutions are not passed and each of the other Resolutions are passed, the minimum amount raised under the Placing will be GBP82,333,652. If either of the Woodford Resolutions are not passed and each of the other Resolutions are passed, the minimum amount raised under the Placing will be GBP59,333,652. If (i) one or both of the Invesco Resolutions; and (ii) one or both of the Woodford Resolutions are not passed, the minimum amount raised under the Placing will be GBP39,333,653.

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

Defined terms in this announcement shall have the same meaning as terms defined in the circular to Ordinary Shareholders dated today, 13 June 2017.

Expected Timetable

 
 
 Announcement of the Placing                      16 May 2017 
 Posting of Circulars                            13 June 2017 
 General Meeting of the Company           2.00 p.m. on 3 July 
                                                         2017 
 Class Meeting of the Preference          2.30 p.m. on 3 July 
  Shareholders                            2017 (or, if later, 
                                            immediately after 
                                            completion of the 
                                             General Meeting) 
 Class Meeting of the Convertible         2.45 p.m. on 3 July 
  Preference Shareholders                 2017 (or, if later, 
                                            immediately after 
                                            completion of the 
                                             class meeting of 
                                     Preference Shareholders) 
 Expected completion of the                   by 8.00 a.m. on 
  Placing and Admission                           4 July 2017 
 Annual General Meeting                      10.00 a.m. on 12 
                                                    July 2017 
 Announcement of results of                   by 8.00 a.m. on 
  Annual General Meeting and                     13 July 2017 
  Tender Offer 
 Payment of Tender Offer                      by 21 July 2017 
 

If any of the above times and/or dates change, the revised times and/or dates will be notified to Ordinary Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange. All references in this announcement are to London time unless otherwise stated.

ISINs and TIDMs of the Convertible Preference Shares

 
 ISIN for the Existing Convertible   GG00BYVFCC74 
  Preference Shares 
 ISIN for the New Convertible        GG00BYPB9J77 
  Preference Shares 
 TIDM for the Existing Convertible           RUSC 
  Preference Shares 
 TIDM for the New Convertible                RUC2 
  Preference Shares 
 

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

This information is provided by RNS

The company news service from the London Stock Exchange

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June 13, 2017 12:15 ET (16:15 GMT)