Joules Group plc Result of Placing (6640I)

TIDMJOUL

RNS Number : 6640I

Joules Group plc

03 April 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Joules Group plc

("Joules", the "Company")

Result of Placing

Joules, the premium British lifestyle brand, is pleased to announce the completion of the placing announced yesterday (the "Placing").

A total of 18,750,000 new ordinary shares of 1 pence each ("Ordinary Shares") (the "Placing Shares") were placed by Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum") at a price of 80 pence per share (the "Placing Price"), raising GBP15 million gross proceeds. The Placing was conducted by way of an accelerated bookbuild process. Peel Hunt and Liberum acted as joint bookrunners on the Placing.

As outlined in the launch announcement for the Placing, the proceeds of the Placing are expected to provide the Company sufficient liquidity headroom in a COVID-19-related downside scenario, as well as allow the Company to emerge relatively stronger from this unprecedented situation.

All Directors of the Company participated in the Placing, subscribing for 1,468,750 Placing Shares in aggregate, equating to 7.8 per cent. of the Placing.

Nick Jones, Chief Executive Officer of the Company, said :

"This placing will help Joules to deliver its long-term growth plans as well as supporting the business to successfully navigate through the current unprecedented trading environment. I would like to take this opportunity to thank all our colleagues, customers and the wider Joules community of suppliers and partners for their continuing support throughout this challenging period for us all.

We are delighted with the levels of support from our shareholders which reflects broad recognition of the strength of the Joules brand and our business model as well as our exciting, long-term prospects."

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is anticipated that trading in the Placing Shares will commence on AIM at or around 8.00 a.m. on 7 April 2020. The Placing Shares will rank pari passu with the existing Ordinary Shares in issue. The Placing Shares will represent approximately 17.3 per cent. of the Company's enlarged issued share capital on Admission (assuming no other issuance of Ordinary Shares prior to Admission).

Following Admission of the Placing Shares, the Company's issued and fully paid share capital will consist of 108,135,920 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. The figure of 108,135,920 Ordinary Shares may be used by shareholders as the denominator for the calculation 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 Guidance and Transparency Rules.

Related party transactions

As set out below, the Directors of the Company have agreed to subscribe for a total of 1,468,750 Placing Shares in the Placing. The Directors (acting together) will be treated as a "related party" for the purposes of Rule 13 of the AIM Rules in relation to the participation by them in the Placing.

In lieu of any independent directors' recommendation in relation to the Directors' participation in the Placing, in order to provide a statement as to what is fair and reasonable, Peel Hunt, in its capacity as Nominated Adviser to the Company for the purposes of the AIM Rules, considers that the Directors' participation in the Placing is fair and reasonable insofar as the shareholders of the Company are concerned.

Director participation in the Placing

The Directors of the Company have agreed to subscribe for a total of 1,468,750 Placing Shares in the Placing. Their individual subscriptions are set out below:

 
                                              Resultant holding 
 Director       Number of Placing   Number of Ordinary   % Enlarged Issued 
                      Shares              Shares           Share Capital 
 Tom Joule          1,250,000          29,498,433*            27.28% 
 Nick Jones          93,750               93,750               0.09% 
 Marc Dench          25,000              281,398               0.26% 
 Ian Filby           50,000               50,000               0.05% 
 Jill Little         12,500               38,125               0.04% 
 David Stead         37,500               68,750               0.06% 
 Total              1,468,750           30,030,456            27.77% 
 

*This figure includes nine million Ordinary Shares transferred by Tom Joule on 1 February 2019 to five discretionary trusts (the "Trusts"). Tom Joule is one of the trustees of each of the Trusts, and the holder of trust protectorship rights over the Trusts, which gives him effective voting control of the shares held by the Trusts.

Enquiries:

 
 Joules Group plc                            via Hudson Sandler 
  Nick Jones, Chief Executive Officer 
  Marc Dench, Chief Financial Officer 
 Peel Hunt LLP (NOMAD and joint              Tel: +44 (0) 20 
  broker)                                     7418 8900 
  George Sellar / Andrew Clark (Corporate) 
  Al Rae / Sohail Akbar (ECM) 
 Liberum Capital Limited (Joint              Tel: +44 (0) 20 
  broker)                                     3100 2000 
  John Fishley / Edward Thomas / 
  Louis Davies 
 Hudson Sandler ( Financial PR)              Tel: +44 (0) 20 
  Alex Brennan                                7796 4133 
  Lucy Wollam 
 

This announcement is released by Joules Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Marc Dench, Chief Financial Officer.

IMPORTANT NOTICE

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No action has been taken by the Company, Peel Hunt, Liberum or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in FSMA (as defined below) (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), (B) if in the United Kingdom, Qualified Investors who have professional experience in matters relating to investments 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 fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the Order or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. 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 or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

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 Regulation) to be published.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by Peel Hunt, Liberum or any of their respective Affiliates.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the London Stock Exchange or applicable law, the Company, Peel Hunt, Liberum and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Peel Hunt and Liberum, each of which is authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for 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 their respective clients for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

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 or on behalf of the Company, Peel Hunt, Liberum or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

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.

END

ROISSWESEESSELL

(END) Dow Jones Newswires

April 03, 2020 02:00 ET (06:00 GMT)