Eve Sleep plc: Update on planned fundraising (754957)

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 Eve Sleep plc (EVE) 
Eve Sleep plc: Update on planned fundraising 
 
06-Dec-2018 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET 
             ABUSE REGULATION (EU) NO. 596/2014. 
 
      eve Sleep plc 
 
      ("eve", the "Company" or the "Group") 
 
      Update on planned fundraising 
 
             Introduction 
 
 On 15 November 2018 eve Sleep (AIM: EVE), a sleep brand focussed on the UK, 
      Ireland and France, announced the results of its business review and a 
 trading update, as well as stating its intention to raise approximately GBP15 
million of new equity (the "Fundraise"). Since then, the Company has been in 
  discussions with existing and potential new investors, and today announces 
             the following: 
 
  · Subject to the Panel granting a Rule 9 Waiver* and the approval of 
  Independent Shareholders (the "Whitewash") as set out below, existing 
  shareholders, being certain investment funds acting through their agent 
  and discretionary investment manager Woodford Investment Management Ltd 
  ("Woodford") have indicated that they intend to subscribe for up to GBP8.0 
  million of new ordinary shares of 0.1p each in the capital of the Company 
  ("Ordinary Shares") at a price of 10p per share (the "Proposed Issue 
  Price"); 
 
  · Paul Pindar, Chairman of the Company, has indicated that he intends to 
  subscribe for approximately GBP1.0 million of new Ordinary Shares at the 
  Proposed Issue Price; 
 
  · James Sturrock, Chief Executive Officer of the Company, has indicated 
  that he intends to subscribe for approximately GBP20k of new Ordinary Shares 
  at the Proposed Issue Price; and 
 
  · Another existing investor in the Company, Channel 4, that provides 
  advertising services to the Company, has indicated that (subject to 
  agreement of documentation and relevant internal approvals) it intends to 
  subscribe for Ordinary Shares for a value at the Proposed Issue Price of 
  GBP0.9 million. 
 
The Company has also received other indications of potential interest at the 
        Proposed Issue Price from existing and new investors, and remains in 
        discussion with a number of other potential investors whose internal 
   investment processes are longer than a typical public markets fundraising 
       timetable. These conversations will remain ongoing whilst the Company 
             undertakes the Whitewash process set out below. 
 
             Takeover Code Whitewash 
 
Woodford is currently beneficially interested in 41,774,848 Ordinary Shares, 
      representing approximately 29.91 per cent. of the voting rights of the 
             Company. 
 
  Whilst the Company is in discussions with a number of investors that could 
result in Woodford's participation in the Fundraise being scaled back to its 
 pro rata position, on the basis that approximately GBP15 million is raised by 
         the Company at the Proposed Issue Price and Woodford subscribes for 
 approximately GBP8 million, following completion of the Fundraise, Woodford's 
voting rights in the Company would be approximately 42.04 per cent. In these 
  circumstances, in order for Woodford to avoid a mandatory offer obligation 
 pursuant to Rule 9 of the Takeover Code, a Rule 9 Waiver* will be sought in 
             respect of the Fundraise. 
 
 The Rule 9 Waiver* would be subject to approval by a simple majority of the 
             votes cast on a poll by Independent Shareholders**. 
 
 It is anticipated that a circular relating to the Whitewash (the "Whitewash 
 Circular") will be prepared and that such circular will also include notice 
      of the resolutions required to issue and allot the new Ordinary Shares 
      pursuant to the Fundraise. The Company is aiming to send the Whitewash 
             Circular to shareholders in the first quarter of 2019. 
 
             Related party transactions 
 
      It is likely that the participation of Woodford, Paul Pindar and James 
  Sturrock in the Fundraise will be classified as related party transactions 
             for the purpose of Rule 13 of the AIM Rules for Companies. 
 
             Current Trading 
 
 Further to the trading update on 15 November 2018, trading has continued to 
  be strong. In particular, the Company experienced a very good Black Friday 
       period. Unaudited revenues for the 11 months to 30 November 2018 were 
  approximately GBP33m, and therefore the Company continues to anticipate that 
      it will deliver revenues above market expectations for the year end 31 
December 2018. The Company had unaudited net cash resources of approximately 
              GBP6.5 million at 30 November 2018. 
 
  A further update regarding the progress of the Fundraise will be announced 
             in due course. 
 
             Commenting, James Sturrock, CEO of eve Sleep, said: 
 
 "Whilst the Fundraise is not yet completed and is subject to a short delay, 
 the Board remains confident of delivering the investment from existing, new 
        and potentially strategic investors which is required to deliver the 
    business strategy. We look forward to putting the business on a stronger 
   footing with a view to establishing eve as a leading sleep and well-being 
             brand." 
 
Enquiries: 
 
eve Sleep plc                           via Instinctif Partners 
James Sturrock, Chief Executive Officer 
Abid Ismail, Chief Financial Officer 
 
Peel Hunt LLP (NOMAD and broker)        [phone] 
Dan Webster 
George Sellar 
Guy Pengelley 
 
Instinctif Partners                     [phone] 
Guy Scarborough 
 
  The person arranging release of this announcement on behalf of the Company 
             is Abid Ismail, Chief Financial Officer. 
 
Definitions 
 
         *Rule 9 Waiver means the waiver, conditional on its approval by the 
 Independent Shareholders** taken by a poll, by the Takeover Panel Executive 
     (the "Panel") of the obligation that, following the issue of the shares 
      pursuant to the Fundraise, would otherwise arise on Woodford to make a 
  general offer to all shareholders of the Company pursuant to Rule 9 of the 
  Takeover Code as a result of the allotment and issue of shares pursuant to 
             the Fundraise to Woodford. 
 
 **Independent Shareholders means the shareholders of the Company, excluding 
  (i) Woodford and any person acting in concert with them who holds Ordinary 
         Shares and (ii) as anticipated, the shareholders of the Company who 
 subscribe for shares in the Fundraise and any person acting in concert with 
  them (including any members of their immediate families, related trusts or 
             connected persons). 
 
ISIN:           GB00BYWMFT51 
Category Code:  MSCU 
TIDM:           EVE 
LEI Code:       2138007BAC29AUXWQE6 
OAM Categories: 2.2. Inside information 
                3.1. Additional regulated information required to be 
                disclosed under the laws of a Member State 
Sequence No.:   6777 
EQS News ID:    754957 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

December 06, 2018 02:01 ET (07:01 GMT)