Company Announcements

Result of Placing

Source: RNS
RNS Number : 2690K
Blue Prism Group PLC
21 April 2020
 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

For immediate release

 

21 April 2020

 

Blue Prism Group plc

 

Result of Placing

 

Blue Prism Group plc (AIM: PRSM) ("Blue Prism", the "Company" or, together with its subsidiary undertakings, the "Group"), announces the successful completion of the Placing of new Ordinary Shares announced yesterday (the "Placing Announcement").

 

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Placing Announcement, unless the context provides otherwise.

 

A total of 9,090,910 Placing Shares have been conditionally placed by Investec with certain existing and new institutional investors at an issue price of 1,100 pence per share (the "Placing Price"), raising gross proceeds of approximately £100 million for the Company.

 

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue and will represent approximately 9.8 per cent. of the Company's enlarged issued share capital.

 

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). Admission and settlement of the Placing Shares is expected to take place on or before 8.00 a.m. on 23 April 2020.

 

The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

 

Total voting rights

 

Following Admission, the Company will have a total of 92,314,096 Ordinary Shares in issue.  With effect from Admission, this figure may be used by shareholders 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 Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

 

Directors' and PDMR participation in the Placing

 

The following Directors and PDMRs participated in the Placing:

 

Name

Existing shareholding

Number of Placing Shares acquired

Resultant shareholding

Resultant shareholding on Admission (%)

Jason Kingdon

5,729,822

 90,909

 5,820,731

 6.3%

Alastair Bathgate

5,003,387

 18,182

 5,021,569

 5.4%

Charmaine Carmichael

361,262

 4,545

 365,807

 0.4%

Chris Batterham

149,238

 2,250

 151,488

 0.2%

 

The person responsible for arranging the release of this Announcement on behalf of the Company is Tom Hull, Head of Investor Relations.

 

Enquiries:

Blue Prism Group plc                                                                          +44 (0)77 3670 7407

Tom Hull, Head of Investor Relations

 

Investec Bank plc                                                                                 +44 (0)20 7597 5970

Carlton Nelson

Sebastian Lawrence

Ben Griffiths

 

FTI Consulting                                                                                     +44 (0)20 3727 1000

Matt Dixon

Dwight Burden

 

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

 

1.

Details of the person discharging managerial responsibilities/person closely associated

(a)

Name

Jason Kingdon

2.

Reason for the notification

(a)

Position/status

Executive Chairman

(b)

Initial notification/ Amendment

Initial notification

3.

Details of the issuer

(a)

Name

BLUE PRISM GROUP PLC

(b)

LEI

2138006DQE9FNUW8KO83

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

(a)

Description of the Financial Instrument

Ordinary shares of £0.01 each

(b)

Identification code of the Financial Instrument

GB00BYQ0HV16

(c)

Nature of the transaction

Purchase of shares

(d)

Price(s) and volume(s)

Price(s)

Volume(s)



1,100 pence

90,909




(e)

Aggregated information

-               Aggregated volume

-               Price

N/A

(f)

Date of the transaction

21 April 2020

(g)

Place of the transaction

London Stock Exchange

 

1.

Details of the person discharging managerial responsibilities/person closely associated

(a)

Name

Alastair Bathgate

2.

Reason for the notification

(a)

Position/status

Chief Executive Officer

(b)

Initial notification/ Amendment

Initial notification

3.

Details of the issuer

(a)

Name

BLUE PRISM GROUP PLC

(b)

LEI

2138006DQE9FNUW8KO83

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

(a)

Description of the Financial Instrument

Ordinary shares of £0.01 each

(b)

Identification code of the Financial Instrument

GB00BYQ0HV16

(c)

Nature of the transaction

Purchase of shares

(d)

Price(s) and volume(s)

Price(s)

Volume(s)



1,100 pence

18,182




(e)

Aggregated information

-               Aggregated volume

-               Price

N/A

(f)

Date of the transaction

21 April 2020

(g)

Place of the transaction

London Stock Exchange

 

1.

Details of the person discharging managerial responsibilities/person closely associated

(a)

Name

Charmaine Carmichael

2.

Reason for the notification

(a)

Position/status

Non-Executive Director

(b)

Initial notification/ Amendment

Initial notification

3.

Details of the issuer

(a)

Name

BLUE PRISM GROUP PLC

(b)

LEI

2138006DQE9FNUW8KO83

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

(a)

Description of the Financial Instrument

Ordinary shares of £0.01 each

(b)

Identification code of the Financial Instrument

GB00BYQ0HV16

(c)

Nature of the transaction

Purchase of shares

(d)

Price(s) and volume(s)

Price(s)

Volume(s)



1,100 pence

4,545




(e)

Aggregated information

-               Aggregated volume

-               Price

N/A

(f)

Date of the transaction

21 April 2020

(g)

Place of the transaction

London Stock Exchange

 

1.

Details of the person discharging managerial responsibilities/person closely associated

(a)

Name

Chris Batterham

2.

Reason for the notification

(a)

Position/status

Non-Executive Directors

(b)

Initial notification/ Amendment

Initial notification

3.

Details of the issuer

(a)

Name

BLUE PRISM GROUP PLC

(b)

LEI

2138006DQE9FNUW8KO83

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

(a)

Description of the Financial Instrument

Ordinary shares of £0.01 each

(b)

Identification code of the Financial Instrument

GB00BYQ0HV16

(c)

Nature of the transaction

Purchase of shares

(d)

Price(s) and volume(s)

Price(s)

Volume(s)



1,100 pence

2,250




(e)

Aggregated information

-               Aggregated volume

-               Price

N/A

(f)

Date of the transaction

21 April 2020

(g)

Place of the transaction

London Stock Exchange

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ("ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BLUE PRISM GROUP PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN 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. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS, AND (II) IN THE UNITED STATES TO A LIMITED NUMBER OF INSTITUTIONS THAT ARE BOTH (A) "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") AND (B) "MAJOR US INSTITUTIONAL INVESTORS" AS DEFINED IN RULE 15A-6 UNDER THE US SECURITIES EXCHANGE ACT 1934, AS AMENDED IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE LAW IN ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

The distribution of this Announcement and/or the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investec or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Investec to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

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. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

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

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company in connection with the Placing (both directly and on an intermediated basis through its US private placement agent, Investec Securities (US) LLC, which is a registered broker dealer in the US) and will not be acting for any other person (including any Placees) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Investec or for advising any other person in respect of the matters referred to in this Announcement. No representation or warranty, express or implied, is made by Investec as to the contents of 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 Investec or by any of its affiliates or agents 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 therefore is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, 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.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

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 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 rns@lseg.com or visit www.rns.com.
 
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