Big Yellow Group PLC Results of placing (5951A)

TIDMBYG

RNS Number : 5951A

Big Yellow Group PLC

12 September 2018

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

12 September 2018

RESULTS OF PLACING

Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased to announce the successful completion of the placing of new ordinary shares of 10 pence each in the capital of the Company announced earlier today (the "Placing").

A total of 7,204,301 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") at a price of 930 pence per Placing Share, with existing and new institutional investors, raising gross proceeds of approximately GBP67.0 million. The placing price of 930 pence per Placing Share represents a discount of 1.8 per cent. to the closing price on 11 September 2018 and a discount of 2.2 per cent. to the intra-day price at 11:00 a.m. (being the time the placing price was agreed). The net placing price of approximately 906 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 4.7 per cent. to that intra-day price.

The Placing Shares represent approximately 4.5 per cent. of the issued ordinary share capital of the Company prior to the Placing.

Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 14 September 2018 and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated.

For the purposes of the Disclosure and Transparency Rules, the total issued share capital of the Company following Admission will consist of 166,605,158 ordinary shares of 10 pence each with one voting right per share.

The total number of voting rights in the Company following Admission will therefore be 166,605,158, which 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 Company under the Disclosure and Transparency Rules.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Commenting on the Placing, Nicholas Vetch, Big Yellow's Executive Chairman, said:

"The placing has been successful and we are grateful to our shareholders for their support. The proceeds will be used to acquire new development sites, in attractive locations that will allow the Company to continue to deliver earnings growth whilst maintaining a strong capital structure."

For further information, please contact:

   Big Yellow                                                                   01276 477 811 

Nicholas Vetch (Executive Chairman)

James Gibson (Chief Executive)

John Trotman (Chief Financial Officer)

Address: 2 The Deans, Bridge Road, Bagshot GU19 5AT

Website: www.bigyellow.co.uk

   J.P. Morgan Cazenove                                                   020 7742 4000 

Bronson Albery

Barry Meyers

Important Notice

This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

This announcement is not an offer of securities for sale in the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Placing Shares in the United States, the United Kingdom or elsewhere.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken 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 to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) who are high net worth entities falling within Article 49 of the Order; ; and (C) other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as "Relevant Persons").

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), is acting for the Company and 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 clients of JPMC nor for providing advice in relation to the Placing. 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 the Company or JPMC or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing, and any liability therefore is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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 information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 12, 2018 10:01 ET (14:01 GMT)