Results of Accelerated BookbuildSource: RNS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION GENERALLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION, INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, SINGAPORE THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OF AMERICA, WHERE THE EXTENSION OR AVAILABILITY OF THE CAPITAL RAISING (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH MARSHALLS PLC REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN ANY JURISDICTION, INCLUDING AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED CIRCULAR AND PROSPECTUS ONCE PUBLISHED (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF MARSHALLS PLC AND ON ITS WEBSITE AT WWW.MARSHALLS.CO.UK
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA. 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") OR UNDER ANY SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICES SECTION INCLUDED IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
7 April 2022
("Marshalls", the "Company" or the "Group")
Results of Accelerated Bookbuild
Marshalls is pleased to announce the results of the Capital Raising which was announced yesterday. 28,824,114 New Ordinary Shares are to be issued pursuant to the Capital Raising, at an issue price of 650 pence per New Ordinary Share (the "Offer Price"), raising gross proceeds of approximately £187m, subject to, inter alia, the Resolution approving the Acquisition being duly passed at the General Meeting which is expected to be held on 28 April 2022.
The Offer Price of 650 pence per New Ordinary Share represents a discount of 6.1% to the Closing Price of 692.5 pence per Ordinary Share on 6 April 2022 (being the day of announcement of the Capital Raising).
The 28,824,114 New Ordinary Shares to be issued pursuant to the Capital Raising are expected to represent 11.4% of the Enlarged Share Capital.
The Consideration Shares
24,092,457 Consideration Shares are expected to be issued to Inflexion and Marley management Sellers.
The 22,058,824 Consideration Shares expected to be issued to Inflexion are expected to represent 8.7% of the Enlarged Share Capital, and will be subject to a six month lock-up period, subject to certain customary exemptions.
The 2,033,633 Consideration Shares expected to be issued to Marley's management Sellers are expected to represent 0.8% of the Enlarged Share Capital, and will be subject to a twelve month lock-up period, subject to certain customary exemptions.
A total of 13,435,487 New Ordinary Shares have been successfully placed via the Firm Placing at the Offer Price, raising gross proceeds of approximately £87m. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placing Shares are not subject to clawback under the Open Offer.
The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right they may have to participate in the Open Offer to the extent that any such Firm Placee separately has any Open Offer Entitlements).
Placing and Open Offer
The Company is to issue 15,388,627 New Ordinary Shares pursuant to the Placing and Open Offer, to proceeds of approximately £100m. Such Open Offer Shares, which are subject to clawback under the Open Offer, are being conditionally placed with institutional and other investors.
Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Offer Price, subject to the terms and conditions of the Open Offer, up to a maximum of their pro rata entitlement on the Record Date, which shall be calculated on the basis of:
1 New Ordinary Share for every 13 Existing Ordinary Shares
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be made available under the Excess Application Facility.
Pursuant to the Placing, Numis and Peel Hunt have placed all the Open Offer Shares at the Offer Price with institutional and other investors. The commitments of these Placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing Agreement not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the Placees, with the net proceeds of the Placing retained for the benefit of the Company.
As part of the Open Offer, Qualifying Shareholders are also being given the opportunity to apply for additional Open Offer Shares to the extent that other Qualifying Shareholders do not apply for their basic Open Offer Entitlements in full or in respect of aggregate fractional entitlements to Open Offer Shares ("Excess Open Offer Shares") at the Offer Price through the Excess Application Facility. The total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. If applications under the Excess Application Facility are received for more than the number of Excess Open Offer Shares available following take up of basic Open Offer Entitlements, applications will be scaled back at the Company's absolute discretion. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, at their absolute discretion, and no assurance can be given that the application for Excess Open Offer Shares will be met in full or in part or at all.
The Capital Raising is subject to settlement underwriting, whereby each Joint Bookrunner has severally (and not jointly or jointly and severally) agreed with the Company, on the terms and subject to the conditions set out in the Placing Agreement, that in the event any Placee fails to subscribe for any Firm Placing Shares or Open Offer Shares allotted to it, to take up such Firm Placing Shares or Open Offer Shares itself at the Offer Price in the agreed proportions as set out in the Placing Agreement.
Applications will be made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). Admission is expected to become effective on 29 April 2022.
The Company consulted with a number of its major shareholders prior to the Capital Raising and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from its existing shareholders.
Additionally, Justin Lockwood (the Chief Financial Officer of the Company) (via a person closely associated with him) has agreed to subscribe for 7,692 Firm Placing Shares at the Offer Price for an aggregate consideration of £49,998.
The Directors intend to subscribe for such number of Open Offer shares equal to their basic entitlements representing, in aggregate, approximately £200,246 at the Offer Price.
abrdn is a substantial shareholder of the Company and a related party of the Company for the purposes of UK Listing Rule 11. Pursuant to the Firm Placing, abrdn has agreed to subscribe for 2,034,730 New Ordinary Shares at the Offer Price for an aggregate consideration of approximately £13.2m. Pursuant to the Placing, abrdn has agreed to subscribe for 2,333,023 Open Offer shares at the Offer Price for an aggregate consideration of approximately £15.2m, which is subject to clawback in respect of the Open Offer. This transaction is classified as a smaller related party transaction under LR 11.1.10R(1) and is disclosed in accordance with LR11.1.10R(2)(c).
Sponsor and Joint Bookrunners
Rothschild & Co is acting as sponsor for the class 1 acquisition and Capital Raising. Numis Securities Limited and Peel Hunt LLP are acting as joint bookrunners for the Firm Placing and Placing.
The person responsible for the release of this announcement on behalf of Marshalls is Shiv Sibal (Group Company Secretary).
Capitalised terms used but not defined in this announcement have the same meaning as set out in the announcement of the Proposed acquisition of Marley Group plc and Proposed Firm Placing and Placing and Open Offer released by the Company yesterday. The Firm Placing and the Placing and Open Offer remain conditional as set out in that announcement.
There will be a webcast for analysts and investors at 9am this morning. For details to access please contact MHP at Marshalls@mhpc.com
+44 (0) 1422 314 777
Rothschild & Co (Financial Adviser and Sponsor)
+44 (0)20 7280 5000
Numis Securities Limited (Joint Bookrunner and Broker)
+44 (0)20 7260 1000
Peel Hunt LLP (Joint Bookrunner and Broker)
Sohail Akbar / Tom Ballard
+44 (0)20 7418 8900
MHP (Financial PR)
+44 (0)78 3462 3818
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section below.
This announcement has been issued by, and is the sole responsibility of, the Company and has not been independently verified by the Sponsor and/or the Joint Bookrunners. 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 the Sponsor or the Joint Bookrunners or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement is not a prospectus but an advertisement and investors should not acquire any shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising.
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
Neither this announcement nor any copy of it nor the information contained in it and any related materials is intended for publication or distribution in, and does not constitute an offer of securities in, any jurisdiction, including but not limited to Australia, Canada, Japan, Switzerland, New Zealand, Singapore, the Republic of South Africa and the United States of America (the "United States") where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation, and is not for distribution to any securities analyst or other person in any of those jurisdictions.
This announcement is not for use in the United States and, subject to certain limited exceptions, may not otherwise be released, published, re-transmitted or re-distributed, directly or indirectly, in whole or in part, in, into or within the United States. No securities of the Company have been, or will be, registered under the Securities Act of 1933 (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States, and no securities of the Company may be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. The New Ordinary Shares, the Prospectus, the application form distributed in respect of the Capital Raising ("Application Form") and this announcement have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form, the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.
N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA in the United Kingdom; Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom; and Numis Securities Limited, which is authorised and regulated by the FCA in the United Kingdom, are each acting exclusively for the Company and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising, the Acquisition or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.
This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. 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. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than 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.
Cautionary note regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors, the Company or the Group concerning, amongst other things, the results of operations, profitability, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Group's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy of the Group and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. None of the Company, Rothschild & Co, Peel Hunt, or Numis are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Chapters 9A or 10A respectively, of the FCA Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.