City Of London Group PLC Completion of capital raising (2505U)

TIDMCIN

RNS Number : 2505U

City Of London Group PLC

28 March 2019

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CITY OF LONDON GROUP PLC

CITY OF LONDON GROUP PLC

("COLG" or the "Company")

28 March 2019

Completion of capital raising and total voting rights

Following the Company's announcement on 15 March 2019, COLG announces that the Takeover Panel has given a waiver of Rule 9 of the Takeover Code in order to permit the Capital Raising to proceed with the participation of the MBIL Concert Party without a general offer needing to be made by the MBIL concert party on the basis that DV4 Limited, which holds over 50 per cent. of the Shares currently in issue, has confirmed that it would not accept such an offer and it would vote in favour of a Whitewash Resolution at a general meeting of the Company. Accordingly, the Company is no longer required to hold a General Meeting.

The Company expects to issue a total of 10,520,000 new Shares, of which 10,120,000 Shares will be issued immediately and 400,000 shares are expected to be issued in the next four weeks.

The Company has applied for admission to trading of the 10,120,000 Shares on the AIM Market of the London Stock Exchange ("Admission"). It is anticipated that Admission will occur on 29(th) March 2019.

 
                                     Shareholding 
                         Prior to Capital   Following Capital 
                              Raising           Raising(1) 
                        -----------------  ------------------ 
 MBIL Concert Party           37.88%             37.92% 
                        -----------------  ------------------ 
 DV4 Limited                  50.08%             46.89% 
                        -----------------  ------------------ 
 DV4 Concert Party(2)         50.93%             47.52% 
                        -----------------  ------------------ 
 

1 Capital Raising is the issuance of the full 10,520,000 new Shares

2 DV4 Concert Party includes DV4 Limited and Colin Wagman, non-executive chairman of the Company who is deemed to be acting in concert with DV4 Limited

Total voting rights

Following Admission, the issued share capital of the Company will comprise 39,407,263 ordinary shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 39,407,263. The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Defined terms are set out in the announcement made by the Company on 15 March 2019.

Enquiries

 
 City of London Group plc      [phone] 
  Michael Goldstein             365 
 Peel Hunt LLP (nominated 
  adviser and broker) 
  James Britton, Rishi Shah    [phone] 
                              -------------------- 
 Lansons (media inquiries)     [phone] 
  David Masters                 [e-mail] 
                              -------------------- 
 

LEI: 2138003UW63TMQ5ZFD85

Notes to Editors

City of London Group is a forward-thinking organisation focused on serving the UK SME market. It is primed for the future but grounded with traditional values and a strength and depth of expertise.

The Group's expertise covers finance for the SME sector, equity release and secured lending. The Group has experience with commercial banking and mortgages, as well as good access to funding arrangements such as commercial, SME, bridging and development finance, home reversion plans, and asset and loan finance.

The Group ensures its services are always delivered with a personal touch, so clients know that they are more than a customer and have a partner that will work with them as they look towards the future.

IMPORTANT NOTICES:

This announcement has been issued by and is the sole responsibility of the Company. This announcement and the information contained in it are for information purposes only. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. This announcement does not constitute a recommendation concerning any securities in the Company.

This announcement is not an offer of securities for sale in the United States or anywhere else. The Shares have not been and will not be registered under the Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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 the Shares in the United States or elsewhere.

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Capital Raising or any transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, neither Peel Hunt nor any of its affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as 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 its behalf, by the Company, its directors or any other person, in connection with the Company or the Capital Raising and nothing contained in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Peel Hunt and its affiliates each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement.

Peel Hunt and its affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Shares and/or related instruments for their own account. Accordingly, references in this announcement to Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Peel Hunt and any of its affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Peel Hunt does not propose to make any public disclosure in relation to such transactions.

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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March 28, 2019 03:01 ET (07:01 GMT)