Frontier Developments PLC Proposed Secondary Placing (3414R)

TIDMFDEV

RNS Number : 3414R

Frontier Developments PLC

20 September 2017

Not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

20 September 2017

Frontier Developments plc

("Frontier" or the "Company")

Proposed secondary placing of 3,850,748 Ordinary Shares in Frontier

Frontier Developments plc (AIM: FDEV), today announces that it has been notified by certain Directors of the Company (the "Selling Shareholders"), of their intention to sell 3,850,748 ordinary shares of 0.5 pence each in the Company ("Placing Shares") at a price of 920 pence per Placing Share (the "Placing").

The Company has been notified today that, prior to the Placing, David Walsh, Chief Operating Officer, and Jonathan Watts, Chief Creative Officer, intend to exercise 300,000 and 100,000 options over ordinary shares in the Company ("Options") respectively (together, the "Exercises"). In respect of David Walsh's 300,000 Options, he intends to exercise 20,000 Options at an exercise price of 89.0 pence per Option, 180,000 Options at 95.0 pence per Option and 100,000 Options at an exercise price of 257.5 pence per Option. Jonathan Watts' 100,000 Options have an exercise price of 257.5 pence per Option.

All the new ordinary shares issued pursuant to the Exercises are included within the aggregate amount of Placing Shares. Following the Exercises, the Company's issued share capital will consist of 38,165,131 ordinary shares of 0.5 pence each ("Ordinary Shares"). The Placing Shares in aggregate represent approximately 10.1% of the Company's issued share capital following the Exercises. The Company holds no Ordinary Shares in treasury.

The sale of the Placing Shares will be effected by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement. Liberum Capital Limited ("Liberum") and finnCap Ltd ("finnCap") are acting as Joint Bookrunners in relation to the Placing.

The timing for the close of the bookbuild process and the distribution of allocations will be at the absolute discretion of Liberum and finnCap but the bookbuild process will, in any event, be closed by no later than 6.00pm on 20 September 2017. The results of the Placing will be announced as soon as practicable thereafter.

The Selling Shareholders have undertaken that, without the prior written consent of Liberum and finnCap, they will not dispose of any further Ordinary Shares for a period ending on the first anniversary of completion of the Placing (subject to customary exceptions). Following completion of the Placing, Professional Practice Automation LLP ("PPA"), a limited liability partnership in which David Braben is a member and through which he is interested in 2,001,573 Ordinary Shares, intends to transfer 1,990,573 Ordinary Shares to Mr. Braben's spouse for nil consideration (the "Transfer"). Following the Transfer, which is expected to occur by no later than 30 November 2017, Mrs. Irvin-Braben will be subject to the terms of the lock up agreement.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Details of the numbers of Placing Shares to be disposed of by the Selling Shareholders are as follows:

 
                                                             Resultant holding 
                                                                assuming all 
                                                               Placing Shares 
                                                                  sold(1) 
                                Options          Number 
                Current     to be exercised     of Placing       Ordinary 
 Director    shareholding                         Shares           Shares         % 
 David 
  Braben      17,160,953          Nil           3,000,000       14,160,953       37.1 
 David 
  Walsh         422,910         300,000          722,910            Nil          Nil 
 Jonathan 
  Watts         67,838          100,000          127,838          40,000         0.1 
 
 

(1) Based on the increased issued share capital following the Exercises

The offering of Ordinary Shares by David Braben is expected to provide increased liquidity, a wider shareholder base and a partial monetisation. He remains the largest shareholder and strongly aligned to the long term success of Frontier. The offering of Ordinary Shares by David Walsh is expected to conclude his obligations under a court order related to his divorce settlement.

Assuming all the Placing Shares are sold, the Selling Shareholders will, following completion of the Placing, continue to hold, in aggregate, 37.2% of the enlarged issued share capital of the Company.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for making this announcement on behalf of the Company is Alex Bevis.

For further information, please contact:

 
                                        [phone] 
 Frontier Developments                   300 
 David Braben, CEO 
  Alex Bevis, CFO 
  David Walsh, COO 
 
 Liberum - Nomad and Joint              [phone] 
  Bookrunner                             2000 
 Neil Patel / Cameron Duncan 
 
                                        [phone] 
 finnCap - Joint Bookrunner              0500 
 Matt Goode / Giles Rolls (Corporate 
  Finance) 
  Alice Lane (Corporate Broking) 
                                        [phone] 
 Tulchan Communications                  4200 
 James Macey White / Matt Low 
 

About Frontier Developments plc

Frontier Developments plc, listed on the AIM stock market (AIM: FDEV), is a leading independent creator of self-published videogame franchises founded in 1994 by David Braben, co-author of the seminal 'Elite' game. Based in Cambridge, Frontier uses its proprietary 'COBRA' game development technology to create innovative games, currently focusing on videogame consoles and personal computers.

www.frontier.co.uk

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE; AND (3) IN THE UNITED STATES OR TO ANY US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")), TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

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 the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere. Any offers and sales of the Placing Shares to US persons (as such term is defined in Regulation S under the Securities Act) will be made only to persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company, the Selling Shareholders, Liberum or finnCap or any of their respective affiliates.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Selling Shareholders, Liberum, finnCap or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholders, Liberum and finnCap to inform themselves about and to observe any applicable restrictions.

Liberum which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

finnCap which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 20, 2017 11:35 ET (15:35 GMT)