Springfield Properties PLC Proposed Placing (5643Q)

TIDMSPR

RNS Number : 5643Q

Springfield Properties PLC

26 February 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR"), WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES , AUSTRALIA , CANADA , JAPAN , THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Springfield Properties plc

("Springfield" or the "Company")

Proposed Placing

Springfield Properties plc (AIM: SPR), a leading housebuilder in Scotland offering private and affordable housing, announces that it has been notified by Sandy Adam, Chairman, and his connected parties, and James Adam, brother of Sandy Adam, (the "Selling Shareholders") of their intention to sell between 3,000,000 and 4,000,000 Ordinary Shares in Springfield (the "Placing Shares") at a price of 138 pence per Placing Share. The Placing Shares represent up to 4.0% of the Company's issued share capital.

The Placing Shares will be offered through an accelerated bookbuild (the " Placing "). Nplus1 Singer Capital Markets Limited (" N+1 Singer ") is acting as sole bookrunner. The books for the Placing will open with immediate effect. Springfield will not receive any proceeds from the Placing.

As part of the Placing, Sandy Adam and his connected parties intend to sell a maximum of 3,200,000 Ordinary Shares. If all the Placing Shares are sold, following the Placing, Sandy Adam and his connected parties(1) will have an interest in 37,790,120 Ordinary Shares, representing 37.5% of the Company's issued share capital. The Ordinary Shares held by Sandy Adam that are not being sold in the Placing will be subject to a 6 month lock-up from the date of the Placing, which is subject to certain customary exceptions and may otherwise only be waived with the consent of the Company and N+1 Singer. These Ordinary Shares represent approximately 22.0% of the Company's issued share capital, assuming the maximum number of Placing Shares are sold.

In addition, James Adam, brother of Sandy Adam, intends to sell a maximum of 800,000 Ordinary Shares.

The sale is subject to demand and prevailing market conditions. The final number of Placing Shares to be placed will be agreed at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process and allocations are at the absolute discretion of N+1 Singer.

The proceeds of the Placing are payable in cash and will be settled on a T+10 basis (unless otherwise agreed).

(1) Includes the holdings of Anne Adam, The Adam Settlement (of which Sandy Adam's sons are beneficiaries) and AW Adam Liferent Trust (of which Sandy Adam is a beneficiary).

Enquiries:

 
 Springfield Properties 
 Sandy Adam, Chairman 
  Innes Smith, Chief Executive Officer     [phone] 
                                          ----------------- 
 
 N+1 Singer 
                                          ----------------- 
 Shaun Dobson, Rachel Hayes, James Moat 
  (Investment Banking)                     [phone] 
                                          ----------------- 
 
 Luther Pendragon 
                                          ----------------- 
 Harry Chathli, Claire Norbury, Joe 
  Quinlan                                  [phone] 
                                          ----------------- 
 

Important Notice

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 ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM , QUALIFIED INVESTORS 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 (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) 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 of, or the solicitation of an offer to acquire or dispose of securities in the United States , Canada , Australia , South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the " US Securities Act "), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada , Australia , South Africa or Japan or of any other jurisdiction . Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States . There will be no public offering of such securities in the United States or in any other jurisdiction.

The securities referred to herein 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 N+1 Singer or any of its affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia ), Canada , Australia , South Africa or Japan . The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 Selling Shareholders , N+1 Singer 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 Selling Shareholders and N+1 Singer to inform themselves about and to observe any applicable restrictions.

N+1 Singer, which is authorised and regulated by the Financial Conduct Authority (FCA) 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 its clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

N+1 Singer and any of its affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. N+1 Singer does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of N+1 Singer or any of its directors, unlimited partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

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February 26, 2021 10:19 ET (15:19 GMT)