THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OR STATE IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
RESULTS OF THE PLACING
Draper Esprit (AIM: GROW, Euronext Growth: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses across Europe, is pleased to announce that, further to the announcement made yesterday, it has secured funding commitments to raise gross proceeds of £110 million at a placing price of 555 pence per share (the "Placing Price") by way of the conditional placing of 19,819,820 new ordinary shares (the "Placing Shares"). The Placing was oversubscribed.
The Placing Price represents a premium of approximately 0.5 per cent. to the closing mid-market price of 552 pence per ordinary share on 1 October 2020 and is equal to the reported NAV as at 31 March 2020.
The allotment of the Placing Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at a general meeting of the Company to be convened for 10.00 a.m. on 20 October 2020 to grant the Directors the authority to allot the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to such allotment.
Draper Esprit plc
Martin Davis (Chief Executive Officer)
Ben Wilkinson (Chief Financial Officer)
+44 (0)20 7931 8800
Nominated Adviser, Joint Global Co-ordinator,
Joint Bookrunner, Joint Corporate Broker
+44 (0)20 7260 1000
Goodbody Stockbrokers UC
Euronext Growth Advisor, Joint Global Co-ordinator
Joint Bookrunner, Joint Corporate Broker
+44 (0)20 3841 6202
+44 (0)20 3207 7800
+44 (0)7970 246 725
+353 (0)87 236 5973
The information contained in this announcement is for information 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.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or the Joint Bookrunners. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.
Numis Securities Limited ("Numis"), which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as nominated adviser to the Company for the purposes of the AIM Rules and as Joint Corporate Broker to the Company in connection with the Placing. Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.
Goodbody Stockbrokers Unlimited Company ("Goodbody"), which is authorised and regulated by the Central Bank of Ireland, is acting as Euronext Growth Advisor for the purposes of the Euronext Growth Rules and Joint Corporate Broker to the Company. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing. Goodbody's responsibilities as the Company's Euronext Growth Advisor and Joint Corporate Broker under the Euronext Growth Rules are owed solely to the Irish Stock Exchange (trading as Euronext Dublin) and are not owed to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is a member of the London Stock Exchange, is regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the UK by the FCA. Berenberg is acting as a Joint Bookrunner to the Company in connection with the Placing. Berenberg is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Berenberg as to, and no liability is accepted by Berenberg in respect of, any of the contents of this announcement.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placing, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's 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. These forward-looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Irish Stock Exchange (trading as Euronext Dublin), the AIM Rules, the Euronext Growth Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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.